Unassociated Document


    EMC
      MORTGAGE CORPORATION

    2780
      LAKE VISTA DRIVE,

    LEWISVILLE,
      TEXAS 75067

    


     

    
      	 	 	
              July
                13, 2007

            	 


    

     

    Ocwen
      Loan Servicing, LLC

    1661
      Worthington Road

    Centrepark
      West, Suite 100

    West
      Palm
      Beach, Florida  33409

    


     

    LaSalle
      Bank National Association

    135
      South
      LaSalle Street, Suite 1511

    Chicago,
      Illinois 60603

    Attention:
      Global Securities and Trust Services – Bear Stearns

    Asset
      Backed Securities I LLC, Series
      2007-HE4

    


     

    Ladies
      and Gentlemen:

     

    Reference
      is hereby made to the Pooling and Servicing Agreement, dated as of April 1,
      2007
      (the “Pooling Agreement”), a copy of which is attached hereto as Exhibit
      A, among Bear Stearns Asset Backed Securities I LLC, as Depositor, EMC
      Mortgage Corporation (“EMC”), as Seller and Master Servicer and LaSalle Bank
      National Association, as Trustee.  Capitalized terms used and not
      otherwise defined herein shall have the meaning assigned thereto in the Pooling
      Agreement.

     

    1.           Ocwen
      Loan Servicing, LLC (“Ocwen”) hereby acknowledges that, on April 30, 2007, the
      Mortgage Loans were sold (i) by EMC to the Depositor pursuant to the terms
      and
      conditions of the Mortgage Loan Purchase Agreement, dated as of April 30, 2007,
      between the Depositor, as purchaser, and EMC and Master Funding LLC, as mortgage
      loan sellers and (ii) by the Depositor to the Trustee, for the benefit of the
      Certificateholders pursuant to the Pooling Agreement.  In connection
      therewith and subject to this letter agreement, Ocwen hereby agrees to
      subservice and administer the Mortgage Loans following the Transfer Date on
      behalf of EMC for the benefit of the Trustee and the Certificateholders in
      accordance with the terms and conditions of the Pooling Agreement (as modified
      by Section 4 hereunder) as if it were named “Master Servicer” thereunder to
      conduct collection calls on delinquent Mortgage Loans. With respect to
      collection calls on delinquent Mortgage Loans, Ocwen hereby agrees that if
      a
      Mortgage Loan payment is not made on or before the Due Date, collection calls
      are to be made as early as the fifth Business Day after the Due Date and no
      later than the sixteenth Business Day of the month after the Due Date until
      contact is established and shall be in accordance with state and federal
      law. Ocwen hereby acknowledges and agrees that it shall bear the liability
      and expense for its failure to comply with applicable laws and regulations
      while
      conducting such collection calls. Ocwen hereby acknowledges and
      agrees that its obligations under the Pooling Agreement include, but are not
      limited to, the obligation following the Transfer Date to make Advances,
      Servicing Advances and payments in respect of Compensating Interest with respect
      to the Mortgage Loans (from Ocwen’s own funds without reimbursement therefor),
      comply with the requirements of Regulation AB including the servicing criteria
      applicable to Ocwen as a subservicer as set forth in Exhibit H (to the
      extent such obligations are applicable to a subservicer) and provide
      indemnification to the Indemnified Persons pursuant to Section 7.03(a) of the
      Pooling Agreement.  Notwithstanding any provision of this letter
      agreement to the contrary, EMC shall retain the responsibility and liability
      regarding the execution of the periodic reports (i.e., Form 10-Ds, Form 8-Ks
      and
      Form 10-Ks) as well the Sarbanes-Oxley Certification required to be filed with
      the SEC relating to the Trust pursuant to Section 3.16 of the Pooling Agreement
      and Ocwen shall have no responsibility regarding the execution, review, approval
      or filing of such reports or documents, but shall provide customary back-up
      certifications with respect to the Sarbanes-Oxley Certification as required
      for
      subservicers thereunder.

     

    2.           The
      transfer from EMC to Ocwen of the servicing responsibilities related to the
      Mortgage Loans shall occur on August 1, 2007, or such other date as shall be
      mutually agreed upon by both parties (the “Transfer Date”).  Ocwen
      shall pay any and all costs and expenses incurred by it in connection with
      the
      transfer of servicing, including but not limited to, the costs and expenses
      associated with the assignment of any life-of loan tax service contract and
      any
      life-of-loan flood determination and certification contract.  EMC
      shall pay any and all costs and expenses incurred by it in connection with
      the
      transfer of servicing, including but not limited to, the costs and expenses
      associated with the delivery of the servicing files related to the Mortgage
      Loans.  In addition, with respect to each Mortgage Loan which is
      registered with MERS, Ocwen shall notify MERS of the transfer of servicing
      and
      the subsequent transfer of registry.  Ocwen will pay all costs of MERS
      registration transfer cost.

     

    3.           On
      the Transfer Date, EMC shall remit and deliver to Ocwen, all funds in the Escrow
      Account and Protected Account and all other funds and collections net of the
      then outstanding Advances and Servicing Advances which are reimbursable pursuant
      to the Pooling Agreement, subject to customary reconciliation
      procedures.  In addition, EMC agrees to transfer the servicing of the
      Mortgage Loans in accordance with the servicing transfer procedures set forth
      in
Exhibit G except as mutually agreed upon by EMC and Ocwen.

     

    4.           In
      connection with the servicing and administration of the Mortgage Loans and
      notwithstanding anything to the contrary contained in the Pooling Agreement,
      Ocwen and EMC hereby agree to the following:

     

    (a)  Remittances.  On
      the third Business Day prior to each Distribution Date (the “Ocwen Remittance
      Date”), Ocwen shall remit to the Trustee all (i) amounts with respect to the
      Mortgage Loans required to be remitted to the Trustee pursuant to the Pooling
      Agreement and (ii) the EMC Servicing Fee.  Such remittance will be
      made in accordance with the following wiring instructions:

     

    Bank:

    ABA
      Routing Number:

    Account
      Name:

    Account
      Number:

    For
      Credit to:

     

    For
      purposes of this letter agreement, the EMC Servicing Fee shall mean an amount
      equal to the Servicing Fee minus the Subservicing Fee (as defined
      herein).

     

    On
      the Distribution Account Deposit
      Date, the Trustee shall remit to EMC the EMC Servicing Fee.  The
      Trustee shall remit to EMC all income and gain realized from Permitted
      Investments with respect to funds in the Distribution Account for the
      twenty-four (24) hour period between the Ocwen Remittance Date and the
      Distribution Account Deposit Date net of any Excess Compensating Interest (as
      defined herein) by the first Business Day of the month immediately following
      the
      month in which the related Distribution Date occurs.  Such remittance
      will be made in accordance with the following wire instructions:

     

    Bank:

    ABA
      Routing Number:

    Account
      Name:

    Account
      Number:

    For
      Credit to:

     

    The
      Trustee shall deposit in the
      Distribution Account an amount equal to the amount of any loss incurred and
      remitted by EMC in respect of any investment during the foregoing twenty-four
      (24) hour period immediately upon realization of such loss without right of
      reimbursement, and such loss amounts shall be netted against any amounts to
      be
      remitted by the Trustee to EMC pursuant to the preceding paragraph.

     

    EMC
      shall remit any amounts required to
      be remitted by it pursuant to the Pooling Agreement that are not remitted by
      Ocwen pursuant to this Section (4)(a).

     

    (b)  Subservicing
      Fee.  As consideration for servicing the Mortgage Loans,
      Ocwen shall be entitled to a subservicing fee
      of        *
      ___ of the outstanding principal balance of each Mortgage Loan
      during any calendar month or part thereof (the “Subservicing
      Fee”).  Ocwen shall be entitled to retain or withdraw from the
      Protected Account out of each payment of interest on a Mortgage Loan, including
      liquidation or other proceeds as permitted under the Pooling Agreement, an
      amount equal to the Subservicing Fee in the same manner as the Servicing Fee
      may
      be retained or withdrawn pursuant in the Pooling Agreement.

     

    As
      further compensation for its activities hereunder, Ocwen shall be entitled
      to
      retain additional servicing compensation in the form of any Excess Liquidation
      Proceeds, assumption fees, late payment charges, all Prepayment Interest Excess
      on any Mortgage Loan, other ancillary income, all income and gain net of any
      losses realized from Permitted Investments with respect to funds in or credited
      to the Protected Account to the extent not required to be deposited in the
      Protected Account pursuant to Section 4.02 of the Pooling
      Agreement.

     

    Ocwen
      shall be required to pay all expenses incurred by it in connection with its
      servicing activities hereunder and shall not be entitled to reimbursement
      thereof except as specifically provided for in the Pooling
      Agreement.

     

    (c)  Compensating
      Interest.  On each Ocwen Remittance Date, Ocwen shall
      remit to the Trustee any payments of Compensating Interest required to be made
      by Ocwen with respect to the Mortgage Loans.  Such remittance shall be
      made from Ocwen’s own funds, without reimbursement therefore, up to an amount
      equal to the Subservicing Fee plus any Prepayment Interest Excess received
      by
      Ocwen during the related Prepayment Period (“Ocwen’s Compensating
      Interest”).  If the amount of such Compensating Interest required to
      be made exceeds the total monthly amount of Ocwen’s Compensating Interest
      (“Excess Compensating Interest”), the Trustee, in accordance with the procedures
      set forth in Section 4(a) of this letter agreement, shall net such Excess
      Compensating Interest from the wire to EMC of EMC’s Servicing Fee on the Deposit
      Account Distribution Date.  EMC shall not be entitled to reimbursement
      for the amount of any Excess Compensating Interest.  For purposes of
      this Section 4(c) Prepayment Interest Excess means, with respect to any
      Distribution Date, the sum of, for each Mortgage Loan that was, during the
      portion of the related Prepayment Period occurring in the same month as such
      Distribution Date, the subject of a Principal Prepayment in full that was
      applied by Ocwen to such Mortgage Loan, an amount equal to all amounts paid
      in
      respect of interest net of the related Subservicing Fee on such Mortgage Loan
      from the first day of the calendar month in which such Distribution Date occurs
      and ending on the date on which such Principal Prepayment is so
      applied.

     

    (d)  Reporting.  On
      or before 5:00 p.m. Eastern time on the tenth calendar day (or the next Business
      Day if such tenth calendar day is not a Business Day) immediately preceding
      each
      Distribution Date beginning with the Distribution Date in August 2007, Ocwen
      shall deliver to EMC in electronic form (or by such other means as EMC may
      agree
      from time to time) the following reports:

     

    (i)           a
      Remittance Overview Report in the form specified on Exhibit D attached
      hereto; and

     

    (ii)           a
      Default Detail Report in the form specified on Exhibit E attached
      hereto.

     

    On
      or before 5:00 p.m. Eastern time on
      the eighteenth calendar day of each month (or the next Business Day if such
      eighteenth calendar day is not a Business Day), or on such other day as mutually
      agreed upon by Ocwen and LaSalle, Ocwen shall deliver to EMC and the Trustee
      in
      electronic form (or by such other means as EMC and the Trustee may agree from
      time to time) the following reports:

     

    (i)           an
      updated Remittance Overview Report in the form specified on Exhibit D
      attached hereto;

     

    (ii)           a
      Default Detail Report in the form specified on Exhibit E attached hereto
      to the Trustee, and if there have been any changes to the Default Detail Report
      since such report was provided to EMC pursuant to Section 4(d)(ii) above, an
      updated Default Detail Report in the form specified on Exhibit E attached
      hereto to EMC.

     

    (iii)           Beginning
      in October 2007, a Modified Loans Report in the form specified on Exhibit
      F attached hereto, or such other format as mutually agreed upon by EMC and
      Ocwen that is compliant with current industry and regulatory reporting
      requirements;

     

    (iv)           reports
      containing a monthly bank reconciliation and a test of expected cash and pool
      to
      security reconciliation, each in a form mutually agreed upon by EMC and Ocwen;
      and

     

    (v)           A
      report in a form mutually agreed upon by EMC and Ocwen regarding any repurchase
      of a Mortgage Loan pursuant to Section 3.19 of the Pooling Agreement that will
      include the following information: loan identification number, actual due date,
      actual principal balance and delinquency status of the related Mortgage
      Loan.

     

    In
      addition, Ocwen shall also provide the Trustee and EMC on a monthly basis
      additional reports in a format and containing such information as Ocwen, EMC
      and
      the Trustee shall mutually agree.

     

    EMC
      and
      Ocwen shall employ generally accepted servicing transfer practices as mutually
      agreed upon by such parties to include the following:

     

    (i)           EMC
      shall facilitate delivery of a report to the Trustee reflecting activity with
      respect to the Mortgage Loans for the end of the month of July
      2007;

     

    (ii)           Ocwen
      shall report alternate prepayments through August 15, 2007 in accordance with
      this letter agreement and the Pooling Agreement;

     

    (iii)           Ocwen
      shall provide for a servicing transfer reconciliation regarding borrower payment
      application by August 10, 2007; and

     

    (iv)           With
      regard to the exchange of cash, Ocwen shall permit EMC to net the agreed-upon
      amounts from prepaid funds/delinquents/minimum cash and pool to
      security.

     

    (e)  Indemnification.  [RESERVED] 

     

    (f)  Inspection
      and Audit Rights.  Ocwen agrees that, on reasonable prior
      notice, it will permit any agent or representative of EMC, during Ocwen’s normal
      business hours, to examine all the books of account, records, reports, and
      other
      papers of Ocwen’s relating to the Mortgage Loans and the servicing thereof, to
      make copies and extracts therefrom, to cause such books to be audited by
      accountants selected by EMC (each, an “Audit Party”), and to discuss matters
      relating to the Mortgage Loans and the servicing thereof with Ocwen’s officer’s
      employees and accountants (and by this provision, Ocwen hereby authorizes such
      accountants to discuss with such agents, representatives and Audit Parties
      such
      maters), all at such reasonable times and as often as may be
      requested.  Any expense incident to the exercise of EMC of any right
      under this Section 4(f) shall be borne by EMC.  Each Audit Party
      conducting an audit on behalf of EMC pursuant to this Section 4(f) and any
      other
      party that may review such audit finding or that is otherwise provided access
      to
      information pursuant to this Section 4(f), must sign a confidentiality agreement
      which shall contain terms and conditions mutually agreeable to Ocwen, EMC and
      the Audit Party.

     

    (g)  Events
      of Default.  In addition to the Events of Default set
      forth in Section 8.01 of the Pooling Agreement (not relating to any failure
      or
      breach by EMC under such Section), any one of the following shall also be deemed
      an Event of Default under Section 8.01:

     

    (i)           S&P
      lowers Ocwen’s servicing rating to average or below average;

     

    (ii)           Moody’s
      lowers Ocwen’s servicing rating to SQ3 or below;

     

    (iii)           Either
      S&P or Moody’s downgrades Ocwen Financial Corporation’s (“OCN”) corporate
      senior debt rating below its rating on the date of this letter
      agreement;

     

    (iv)           To
      the extent OCN is a publicly traded company, OCN’s market capitalization falls
      below $400 million; and

     

    (v)           The
      number of Mortgage Loans that are sixty (60) or more days Delinquent (excluding
      Mortgage Loans that are sixty (60) or more days Delinquent that are on an active
      forbearance plan) exceeds that stated percentage for any given Distribution
      Date
      as shown on Exhibit C attached hereto.

     

    In
      each
      and every case, so long as an Event of Default (not relating to an EMC failure
      or breach) shall not have been remedied, EMC may, by notice in writing to Ocwen,
      in addition to whatever rights EMC may have at law or in equity, including
      injunctive relief and specific performance, terminate all of the rights and
      obligations of Ocwen under this letter agreement and in and to the Mortgage
      Loans and the proceeds thereof, without, except as set forth below, EMC
      incurring any penalty or fee of any kind whatsoever in connection therewith;
      provided, however, that such termination shall be without prejudice to any
      rights of Ocwen relating to the payment of its Subservicing Fees and the
      reimbursement of any Advances and Servicing Advances which have been made by
      it
      under the terms of this letter agreement through and including the date of
      such
      termination.  Except as otherwise expressly provided in this letter
      agreement, no remedy provided for by this letter agreement shall be exclusive
      of
      any other remedy, and each and every remedy shall be cumulative and in addition
      to any other remedy, and no delay or omission to exercise any right or remedy
      shall impair any such right or remedy or shall be deemed to be a waiver of
      any
      Event of Default.  On or after the receipt by Ocwen of such written
      notice of termination from EMC, all authority and power of Ocwen under this
      letter agreement, shall pass to and be vested in EMC, and Ocwen agrees to
      cooperate with EMC in effecting the termination of Ocwen’s responsibilities and
      rights hereunder, including, without limitation, the transfer of the mortgage
      servicing files and the funds held in the Escrow Account and Protected Accounts
      as set forth in Sections 4.01 and 4.03 of the Pooling
      Agreement.

     

    EMC
      may
      waive any default by Ocwen in the performance of its obligations hereunder
      and
      its consequences.  Upon any such waiver of a past default, such
      default shall cease to exist, and any Event of Default arising therefrom shall
      be deemed to have been remedied for every purpose of this letter
      agreement.  No such waiver shall extend to any subsequent or other
      default or impair any right consequent thereon except to the extent expressly
      so
      waived.

     

    In
      the
      event EMC terminates Ocwen pursuant to clause (v) above, EMC shall be required
      to pay to Ocwen a termination fee of     
 *      
       based upon the aggregate outstanding principal balance of the
      terminated Mortgage Loans as of the termination date.

     

    In
      the
      event EMC terminates Ocwen pursuant to this Section 4(g), EMC, at its sole
      option, may (a) choose a new subservicer in accordance with the procedures
      set
      forth in the Pooling Agreement or (b) service the Mortgage Loans themselves
      in
      accordance with the terms of the Pooling Agreement.

     

    (h)  Termination
      without Cause.  EMC may terminate, at its sole option,
      any rights Ocwen may have hereunder, without cause as provided in this Section
      4(h).  Any such notice of termination shall be in writing and
      delivered to Ocwen by registered mail as provided in Section
      4(p).  The Trustee shall also be notified in writing of any such
      termination.  In the event EMC terminates Ocwen without cause pursuant
      to this Section 4(h), EMC shall be required to pay to Ocwen (i) a termination
      fee equal to         *         
      based upon the aggregate outstanding principal balance of the terminated
      Mortgage Loans as of the termination date (the “Termination Fee”) and (ii) all
      unpaid Subservicing Fees and unreimbursed Advances and Servicing
      Advances.

     

    (i)  Termination
      of EMC by Trustee.  If all of EMC’s rights and
      obligations as Master Servicer under the Pooling Agreement are terminated in
      accordance with the Pooling Agreement, the Trustee, at its sole option may
      terminate any rights Ocwen may have hereunder without the payment of any
      termination fee; provided, however, if the termination of EMC pursuant to this
      Section 4(i) is not in connection with, arising out of, or relating to the
      failure of Ocwen to perform its obligations pursuant to this letter agreement
      or
      the Pooling Agreement and Ocwen is terminated by the Trustee, EMC shall be
      required to pay to Ocwen the Termination Fee and in either case, Ocwen shall
      be
      paid all unpaid Subservicing Fees and reimbursed for all unreimbursed Advances
      and Servicing Advances.

     

    (j)  Ocwen
      Not to Assign.  With respect to the retention of Ocwen to
      service the Mortgage Loans, Ocwen acknowledges that EMC has acted in reliance
      upon Ocwen’s independent status, the adequacy of its servicing facilities, plan,
      personnel, records and procedures, its integrity, reputation and financial
      standing and the continuance thereof.  Without in any way limiting the
      generality of this Section, Ocwen shall not either assign this letter agreement
      or the servicing rights and obligations hereunder or delegate its rights or
      duties hereunder or any portion thereof, or sell or otherwise dispose of all
      or
      substantially all of its property or assets, other than in the normal course
      of
      business, without the prior written approval EMC.  Notwithstanding any
      provision in this letter agreement to the contrary, Ocwen may, without consent
      of any party except as required under the Pooling Agreement,  (i)
      pledge its rights to be reimbursed for Advances and Servicing Advances pursuant
      to Section 3.23 of the Pooling Agreement, as may be amended, (ii) retain third
      party contractors to perform certain servicing and loan administration
      functions, including without limitation, hazard insurance administration, tax
      payment and administration, flood certification and administration, collection
      services and similar functions, provided the retention of such contractors
      by
      Ocwen shall not limit the obligation of Ocwen to service the Mortgage Loans
      pursuant to this letter agreement and the Pooling Agreement and (iii) enter
      into
      such transactions as contemplated in Section 7.02 of the Pooling
      Agreement.

     

    Except
      as
      permitted in the preceding paragraph in the event that Owen either shall assign
      this letter agreement or the servicing responsibilities hereunder or delegate
      its duties hereunder or any portion thereof without (i) satisfying the
      requirements set forth in the Pooling Agreement and (ii) obtaining the prior
      written consent of EMC, then EMC shall have the right to terminate this letter
      agreement, without any payment of any penalty or damages and without any
      liability whatsoever to Ocwen (other than with respect to accrued but unpaid
      Subservicing Fees and unreimbursed Advances and Servicing Advances) or any
      third
      party.

    


    (k)  Ocwen
      Not to Finance Subservicing Rights.  Except as otherwise
      provided in Section 3.23 of the Pooling Agreement (as may be amended), Ocwen
      may
      not enter into any type of financing facility with respect to its rights under
      this letter agreement or pledge any of its right, title and interest in, to
      and
      under this letter agreement to one or more lenders.  In the event
      Ocwen enters into any type of financing facility with respect to its rights
      hereunder or pledges any of its rights, title and interest in, to and under
      this
      letter agreement without obtaining the prior written consent of EMC, then EMC
      shall have the right to terminate this letter agreement, without any payment
      of
      any penalty or damages and without any liability whatsoever to Ocwen (other
      than
      with respect to accrued but unpaid Subservicing Fees and Servicing Advances
      remaining unpaid) or any third party.  EMC and the Trustee agree to
      cooperate with Ocwen in connection with the review, approval and execution
      of
      any amendments to the Pooling Agreement reasonably necessary in order for Ocwen
      to pledge its Advance and Servicing Advance reimbursement rights to its lender
      pursuant to Section 3.23.

     

    (l)  Advances
      and Servicing Advances.  Ocwen shall be entitled to be
      reimbursed for Advances and Servicing Advances in the same manner and extent
      as
      the Master Servicer as provided in the Pooling Agreement.  In any case
      in which Ocwen anticipates that it will not make a Servicing Advance with
      respect to any Mortgage Loan that is required to be made pursuant to this letter
      agreement or the Pooling Agreement, Ocwen shall provide EMC with reasonably
      timely notice of such matter and sufficient information with respect thereto
      and
      shall seek direction from EMC with respect to making such Servicing Advance,
      and
      shall reasonably comply with any direction provided by EMC, subject to
      reimbursement for any such Servicing Advance.  In the event that Ocwen
      does not enter into an advancing facility arrangement and both Ocwen and EMC
      have made Advances or Servicing Advances with respect to the same Mortgage
      Loan,
      EMC shall be entitled to reimbursement prior to Ocwen; otherwise, the
      reimbursement of such Advances and Servicing Advances shall be on a first in,
      first out basis.

     

    (m)  Nonsolicitation.  From
      and after the date of this letter agreement, Ocwen and its affiliates hereby
      covenant and agree that it shall not take any action or permit or cause any
      action to be taken by any of its agents or affiliates or by any independent
      contractor on its behalf to personally, by telephone or mail, solicit the
      refinancing of any Mortgage Loan in whole or in part, following the date hereof
      or provide information to any other entity to solicit the refinancing of any
      Mortgage Loan without the prior written consent of EMC.  The foregoing
      shall not preclude Ocwen or any of its affiliates from (i) engaging in
      solicitations to the general public, including without limitation by mass
      mailing, newspaper, radio, television or other media which are not specifically
      directed toward the Mortgagors, or (ii) refinancing the Mortgage Loan of any
      Mortgagor who, without solicitation, contacts Ocwen or its affiliates to request
      the refinancing of the related Mortgage Loan.

     

    (n)  Security
      Interest.  Ocwen hereby pledges to EMC as security for
      the performance of Ocwen’s obligations under Section 4(e) of this letter
      agreement and hereby grants, assigns and pledges to EMC a fully perfected first
      priority security interest in Ocwen’s contract rights pursuant to this letter
      agreement, including but not limited to, Ocwen’s rights to collection
      Subservicing Fees and a security interest (which security interest shall be
      subordinate to Ocwen’s or Ocwen’s assignee’s priority security interest) in the
      right to reimbursement of any Advances or Servicing Advances (the “Secured
      Assets”).  Ocwen agrees to execute, deliver and/or file such documents
      and perform such act as may be reasonably necessary to fully perfect EMC’s
      security interest created hereby.  Furthermore, Ocwen hereby
      authorizes EMC to file financing statements relating to the Secured Assets
      without the signature of Ocwen, as EMC, at its option, may deem
      appropriate.  EMC shall pay the filing costs for any financing
      statement or statements prepared pursuant to this Section 4(n).

     

    (o)  Optional
      Purchase of Certain Mortgage Loans.  EMC
      shall assign its rights under Section 3.19 of the Pooling Agreement to
      repurchase any Mortgage Loan or REO Property from the Trust to the then current
      holder of a majority of the Class CE Certificates (the “Majority Class CE
      Holder”) pursuant to the optional purchase right agreement substantially in the
      form attached hereto as Exhibit H. EMC agrees to cooperate with Ocwen and
      the Majority Class CE Holder in connection with the exercise of such repurchase
      rights.

     

    (p)  Notices.  All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given when delivered at or mailed by registered mail,
      return receipt requested, postage prepaid, or by recognized overnight courier,
      or by facsimile transmission to a number provided by the appropriate party
      if
      receipt of such transmission is confirmed to (i) in the case of the EMC Mortgage
      Corporation, 2780 Lake Vista Drive, Lewisville, Texas 75067 (Facsimile: (214)
      626-4714), attention: General Counsel and Master Servicer, or such other address
      as may be hereafter furnished to the other parties hereto by EMC in writing;
      and
      (ii) in the case of Ocwen, 1661 Worthington Road, Centrepark West, Suite 100,
      West Palm Beach, Florida  33409 (Facsimile:  (561)
      682-8177), attention:  Secretary.

     

    (q)  Optional
      Termination. In the event not exercised by EMC,
      Ocwen shall have the right to direct EMC to exercise its right as Master
      Servicer to cause the purchase of the Mortgage Loans pursuant to Section 10.01
      of the Pooling Agreement, provided that Ocwen is the subservicer and provides
      the funds necessary to exercise such right and purchase the Mortgage Loans
      in
      accordance with such Section 10.01.

     

    (r)  Acknowledgement
      and Direction. The Trustee hereby acknowledges the
      terms of this letter agreement.  The Depositor hereby directs the
      Trustee to execute this letter agreement.

     

    5.           Ocwen
      hereby makes the following representations and warranties to EMC:

     

    (a)           Due
      Organization, Qualification and Authority.  Ocwen is a
      limited liability company duly organized, validly existing and in good standing
      under the laws of the State of Delaware, and is duly qualified to transact
      business as a foreign company, in good standing and licensed in each state
      to
      the extent necessary to ensure the enforceability of each Mortgage Loan and
      to
      perform its duties and obligations under this letter agreement in accordance
      with the terms of this letter agreement; Ocwen has the full power, authority
      and
      legal right to execute and deliver this letter agreement and to perform in
      accordance herewith; Ocwen has duly authorized the execution, delivery and
      performance of this letter agreement and has duly executed and delivered this
      letter agreement; this letter agreement constitutes the valid, legal, binding
      obligation of Ocwen, except as enforceability may be limited by bankruptcy,
      insolvency, reorganization, receivership, moratorium or other laws relating
      to
      or affecting the rights of creditors generally and by general principles of
      equity (regardless of whether such enforcement is considered in a proceeding
      in
      equity or at law);

     

               (b)           No
      Conflicts.  Neither the execution and delivery of this
      letter agreement, nor the fulfillment of or compliance with the terms and
      conditions of this letter agreement by Ocwen, will (i) conflict with or result
      in a breach of any of the terms, conditions or provisions of Ocwen’s limited
      liability company agreement, as amended, or bylaws, as amended, or any agreement
      or instrument to which Ocwen is now a party or by which it (or any of its
      properties) is bound, or constitute a default or result in an acceleration
      under
      any of the foregoing; (ii) conflict with or result in a breach of any legal
      restriction if compliance therewith is necessary (a) to ensure the
      enforceability of any Mortgage Loan, or (b) for Ocwen to perform its obligations
      under this letter agreement in accordance with the terms hereof; (iii) result
      in
      the violation of any law, rule, regulation, order, judgment or decree to which
      Ocwen or its property is subject if compliance therewith is necessary (a) to
      ensure the enforceability of any Mortgage Loan, or (b) for Ocwen to perform
      its
      obligations under this letter agreement in accordance with the terms hereof;
      or
      (iv) result in the creation or imposition of any lien, charge or encumbrance
      that would have a material adverse effect upon any of its properties pursuant
      to
      the terms of any mortgage, contract, deed of trust or other instrument, or
      materially impair the ability of the Trust to realize on the Mortgage
      Loans;

     

               (c)           No
      Litigation Pending.  There is no action, suit, or
      proceeding pending or to Ocwen’s knowledge threatened against Ocwen which,
      either in any one instance or in the aggregate, would draw into question the
      validity of this letter agreement or the Mortgage Loans, or would be likely
      to
      impair materially the ability of Ocwen to perform its duties and obligations
      under the terms of this letter agreement;

     

               (d)           No
      Consent Required.  No consent, approval, authorization or
      order of, or registration or filing with, or notice to, any court or
      governmental agency or body having jurisdiction or regulatory authority over
      Ocwen is required for (i) Ocwen’s execution and delivery of, this letter
      agreement, or (ii) the consummation of the transactions contemplated by this
      letter agreement, or, to the extent required, such consent, approval,
      authorization, order, registration, filing or notice has been obtained, made
      or
      given (as applicable), except that Ocwen may not be duly qualified to transact
      business as a foreign corporation or licensed in one or more states if such
      qualification or licensing is not necessary (a) to ensure the enforceability
      of
      any Mortgage Loan, or (b) for Ocwen to perform its obligations under this letter
      agreement in accordance with the terms hereof.

     

               (e)           Good
      Standing.  Ocwen is an approved seller/servicer for
      Fannie Mae and Freddie Mac in good standing and is a HUD approved Mortgagee
      pursuant to Section 2.03 of the National Housing Act.  No event has
      occurred, including but not limited to, a change in insurance coverage, which
      would make Ocwen unable to comply with Fannie Mae, Freddie Mac or HUD
      eligibility requirements or which would require notification to Fannie Mae,
      Freddie Mac or HUD;

     

    (f)           MERS.  Ocwen
      is a member of MERS in good standing, will comply in all material respects
      with
      the rules and procedures of MERS in connection with the servicing of the
      Mortgage Loans that are registered with MERS and is current in payment of all
      fees and assessments imposed by MERS; and

     

    (g)           Credit
      Reporting.  As to each Mortgage Loan, Ocwen will furnish,
      in accordance with the Fair Credit Reporting Act and its implementing
      regulations, accurate and complete information on its borrower credit files
      to
      Equifax, Experian, and Trans Union Credit Information Company, on a monthly
      basis.

     

    6.           EMC
      hereby makes the following representations and warranties to Ocwen:

     

    (a)           Due
      Organization, Qualification and Authority.  EMC is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of the State of Delaware, and qualified to transact any and all business
      contemplated by this letter agreement, in good standing and licensed in each
      state to the extent necessary to ensure the enforceability of each Mortgage
      Loan
      and to perform its duties and obligations under this letter agreement in
      accordance with the terms of this letter agreement; EMC has the full power,
      authority and legal right to execute and deliver this letter agreement and
      to
      perform in accordance herewith; EMC has duly authorized the execution, delivery
      and performance of this letter agreement and has duly executed and delivered
      this letter agreement; this letter agreement constitutes the valid, legal,
      binding obligation of EMC, except as enforceability may be limited by
      bankruptcy, insolvency, reorganization, receivership, moratorium or other laws
      relating to or affecting the rights of creditors generally and by general
      principles of equity (regardless of whether such enforcement is considered
      in a
      proceeding in equity or at law);

     

    (b)           No
      Conflicts.  Neither the execution and delivery of this
      letter agreement, nor the fulfillment of or compliance with the terms and
      conditions of this letter agreement by EMC, will (i) conflict with or result
      in
      a breach of any of the terms, conditions or provisions of EMC’s certificate of
      incorporation, as amended, or bylaws, as amended, or any agreement or instrument
      to which EMC is now a party or by which it (or any of its properties) is bound,
      or constitute a default or result in an acceleration under any of the foregoing;
      (ii) conflict with or result in a breach of any legal restriction if compliance
      therewith is necessary (a) to ensure the enforceability of any Mortgage Loan,
      or
      (b) for EMC to perform its obligations under this letter agreement in accordance
      with the terms hereof; (iii) result in the violation of any law, rule,
      regulation, order, judgment or decree to which EMC or its property is subject
      if
      compliance therewith is necessary (a) to ensure the enforceability of any
      Mortgage Loan, or (b) for EMC to perform its obligations under this letter
      agreement in accordance with the terms hereof; or (iv) result in the creation
      or
      imposition of any lien, charge or encumbrance that would have a material adverse
      effect upon any of its properties pursuant to the terms of any mortgage,
      contract, deed of trust or other instrument, or materially impair the ability
      of
      the Trust to realize on the Mortgage Loans;

     

    (c)           No
      Litigation Pending.  There is no action, suit, or
      proceeding pending or to EMC’s knowledge threatened against EMC which, either in
      any one instance or in the aggregate, would draw into question the validity
      of
      this letter agreement or the Mortgage Loans, or would be likely to impair
      materially the ability of EMC to perform its duties and obligations under the
      terms of this letter agreement;

     

    (d)           No
      Consent Required.  No consent, approval, authorization or
      order of, or registration or filing with, or notice to, any court or
      governmental agency or body having jurisdiction or regulatory authority over
      EMC
      is required for (i) EMC’s execution and delivery of, this letter agreement, or
      (ii) the consummation of the transactions contemplated by this letter agreement,
      or, to the extent required, such consent, approval, authorization, order,
      registration, filing or notice has been obtained, made or given (as applicable),
      except that EMC may not be duly qualified to transact business as a foreign
      corporation or licensed in one or more states if such qualification or licensing
      is not necessary (a) to ensure the enforceability of any Mortgage Loan, or
      (b)
      for EMC to perform its obligations under this letter agreement in
      accordance with the terms hereof;

     

    (e)           Good
      Standing.  EMC is an approved seller/servicer for Fannie
      Mae and Freddie Mac in good standing and is a HUD approved Mortgagee pursuant
      to
      Section 2.03 of the National Housing Act.  No event has occurred,
      including but not limited to, a change in insurance coverage, which would make
      EMC unable to comply with Fannie Mae, Freddie Mac or HUD eligibility
      requirements or which would require notification to Fannie Mae, Freddie Mac
      or
      HUD; and

     

    (f)           MERS.  EMC
      is a member of MERS in good standing, will comply in all material respects
      with
      the rules and procedures of MERS in connection with the servicing of the
      Mortgage Loans that are registered with MERS and is current in payment of all
      fees and assessments imposed by MERS.

     

    7.           This
      letter agreement constitutes the entire agreement relating to the subject matter
      hereof between the parties hereto and supersedes any prior oral or written
      agreement between the parties hereto.

     

    8.           THIS
      LETTER AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
      OF
      NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
      SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
      GIVING REGARD TO CONFLICTS OF LAW PRINCIPLES AND EXCEPT TO THE EXTENT PREEMPTED
      BY FEDERAL LAW.  TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW,
      EMC AND OCWEN HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO A TRIAL BY JURY IN ANY
      ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATED TO THIS
      AGREEMENT.

     

    9.           This
      letter agreement may be executed in any number of counterparts, each of which
      (including any copy hereof delivered by facsimile) shall constitute one and
      the
      same original instrument, and either party hereto may execute this letter
      agreement by signing any such counterpart.

     

    10.           Any
      part or  provision of this letter agreement which is prohibited or
      which is held to be void or unenforceable shall be ineffective to the extent
      of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof.  Any part or provision of this letter agreement
      which is prohibited or unenforceable or is held to be void or unenforceable
      in
      any jurisdiction shall be ineffective, as to such jurisdiction, to the extent
      of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof.  To the extent permitted by applicable law, the
      parties hereto waive any provision of law which prohibits or renders void or
      unenforceable any provision hereof.  If the invalidity of any part or
      provision of this letter agreement shall deprive any party of the economic
      benefit intended to be conferred by this letter agreement, the parties shall
      negotiate, in good faith, to develop a structure the economic effect of which
      is
      nearly as possible the same as the economic effect of this letter agreement
      without regard to such invalidity.

     

    11.           NOTWITHSTANDING
      ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE PARTIES HERETO AGREE THAT NO
      PARTY HERETO SHALL BE LIABLE TO ANY OTHER PARTY HERETO FOR ANY SPECIAL,
      CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT
      (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL OR EQUITABLE
      PRINCIPLES; PROVIDED THAT, THIS SECTION 10 SHALL NOT LIMIT OR RELIEVE ANY PARTY
      HERETO OF ANY OBLIGATION UNDER THIS AGREEMENT TO INDEMNIFY ANY OTHER PARTY
      HERETO AGAINST ANY DAMAGES IMPOSED UPON SUCH PARTY BY A FINAL ORDER OF ANY
      COURT
      OF COMPETENT JURISDICTION IN CONNECTION WITH ANY LEGAL ACTION BROUGHT AGAINST
      SUCH PARTY HERETO BY ANY THIRD PARTY; PROVIDED FURTHER, THIS
      SECTION 10 SHALL NOT LIMIT OR RELIEVE OCWEN FOR ANY CONSEQUENTIAL OR PUNITIVE
      DAMAGES THAT RESULTS FROM A RATING AGENCY DOWNGRADE OR AUDIT OF EMC, ANY
      GOVERNMENTAL OR REGULATORY PROCEEDING AGAINST EMC OR THE FAILURE BY OCWEN TO
      DELIVER IN A TIMELY MANNER THE ASSESSMENT OF COMPLIANCE, THE ANNUAL STATEMENT
      OF
      COMPLIANCE AND THE REGISTERED PUBLIC ACCOUNTING FIRM
      ATTESTATION REPORT TO THE EXTENT REQUIRED FROM OCWEN AS A
      SUBSERVICER UNDER THIS LETTER AGREEMENT AND THE POOLING AGREEMENT IN ORDER
      TO
      COMPLY WITH ITEM 1122 AND ITEM 1123 OF REGULATION AB.

     

    
      
        

      

      *
        Please
        contact Bear, Stearns & Co. Inc.

    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    Please
      confirm that the foregoing specifies the terms of our agreement by signing
      and
      returning the enclosed copy of this letter agreement to EMC Mortgage
      Corporation, 2780 Lake Vista Drive, Lewisville, Texas 75067, Attention: General
      Counsel.

     

     

    
      
        	 	 	 	 	 	 	 	
                Very
                  truly yours,

                 

                EMC
                  MORTGAGE CORPORATION

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	
                
                  /s/
                    Jacqueline Oliver

                

              
	 	 	 	 	 	 	 	
                Name:

              	Jacqueline
                Oliver 
	 	 	 	 	 	 	 	
                Title:

              	Senior
                Vice President 


      

      
 

    

    Confirmed
      and Agreed to:

     

    OCWEN
      LOAN SERVICING, LLC

    
      
        	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                By:

              	/s/
                Richard Delgado 	 	 
	
                Name:

              	Richard
                Delgado 	 	 
	
                Title:

              	Authorized
                Representative 	 	 


      

    

     

     

    LASALLE
      BANK NATIONAL ASSOCIATION, as Trustee

    
      
        	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                By:

              	/s/
                Susan L. Feld 	 	 
	
                Name:

              	Susan
                L. Feld 	 	 
	
                Title:

              	Vice
                President 	 	 


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    POOLING
      AND SERVICING AGREEMENT


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    [RESERVED]



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    


    60+
      DELINQUENCY PERCENTAGE SCHEDULE


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

    


    REMITTANCE
      OVERVIEW REPORT

    


    The
      Remittance Overview report segregates servicing information into the following
      categories which contact the following data elements or other elements and
      formats as mutually agreed upon:

    


    


    Remittance
      Summary

    


    
      	
              Beg
                Sch Balance

            	
              Beg
                Total Loans

            	
              Weighted
                Average Coupon

            
	
              Scheduled
                Principal Payments

            	
              Curtailments
                + Adjustments

            	
              Payoff
                Principal

            
	
              Total
                Principal

            	
              Ending
                Principal Balance

            	
              Ending
                Principal Balance – Per Details Difference

            
	
              Add:  Gross
                Scheduled Interest

            	
              Less:  Service
                Fees

            	
              Add:  Prepayment
                Penalties

            
	
              Add:  Interest
                on Reinstated Stop Adv Loans

            	
              Add:  Interest
                on Stop Adv loans Paid in Full

            	
              Less:  Realized
                Loss (Current Period)

            
	
              Less:  Trailing
                Expense/Income

            	
              Total
                Remittance

            	
              Interest
                Shortfall Expense

            
	
              Interest
                on Curtailment Expense

            	
              Pool
                to Sec Adj

            	 


    

    


    Legal

    


    
      	
              Inv
                #

            	
              Loan
                #

            	
              Alt
                Loan #

            
	
              Litigation
                Type

            	
              Litigation
                Start Date

            	 


    

    


    Details

    


    
      	
              Loan
                #

            	
              Alt
                Loan #

            	
              Inv#

            
	
              Deal
                Name

            	
              Borrower
                Name

            	
              Address

            
	
              Pool

            	
              Int
                Type

            	
              Rate

            
	
              Next
                Due Date

            	
              Paid
                to Date

            	
              Months
                Delq

            
	
              Service
                Fee Rate

            	
              LPMI
                Rate

            	
              DAD
                Rate

            
	
              Pass
                Thru Rate

            	
              Rate
                Change

            	
              P&I
                Change

            
	
              SSCRA

            	
              Gross
                Sch Int

            	
              Net
                Sch Int

            
	
              Sch
                Prin

            	
              Service
                Fee

            	
              LPMI
                Amount

            
	
              DAD
                Amount

            	
              Rebate
                Due to Trust

            	
              Reg
                actual UPB

            
	
              Reg
                Sec Bal

            	
              Curt

            	
              Curt
                Date

            
	
              Int
                on Curt

            	
              Pool
                to Sec Adj

            	
              End
                Sch Bal

            
	
              Sch
                Test

            	
              End
                UPB

            	
              Payoff
                Date

            
	
              Payoff
                Amount

            	
              Interest
                Short

            	
              Prepaid
                Int Excess

            
	
              Sch
                Int PO

            	
              Sch
                Prin PO

            	
              30
                60 90

            
	
              Status

            	
              Bankruptcy
                Date

            	
              Foreclosure
                Date

            
	
              REO
                Date

            	
              Realized
                Losses

            	
              Prepayment
                Penalty

            
	
              WAC

            	
              WAM

            	
              Remaining
                Term

            
	
              Maturity
                Date

            	
              Stop
                Advance Flag

            	
              Beg
                sch bal – stop adv

            
	
              End
                sch bal – stop adv

            	
              Stop
                adv prin stop adv int NET

            	
              Stop
                adv int Gross

            
	
              Int
                on Reinst In

            	
              Curr
                Prin Adv

            	
              Curr
                Gr Int Adv

            
	
              Cirr
                P&I Adv

            	
              Cum
                P&I Adv

            	
              Interest
                Only

            
	
              Action
                Code

            	
              Active

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Reg
      AB Report

    


    
      	
              INVESTOR_NUM

            	
              LOAN_NUM_ALT

            	
              LOAN_NUM

            
	
              ACTION_CODE

            	
              PPP_COLLECTED

            	
              PPP_WAIVED

            
	
              DELQ_PI

            	
              PYMT_NEXTDUE_CUTOFF

            	
              MOD_DATE

            
	
              MOD_TYPE

            	 	 


    

    


    Delinquency

    


    
      	
              Loan
                Number

            	
              Alt
                Loan #

            	
              Due
                Date

            
	
              End
                Sch Bal

            	
              End
                Act Bal

            	
              Status

            
	
              Delq

            	
              Active

            	
              Delq

            
	
              Status

            	
              Data

            	
              0-29
                (blank)

            
	
              Grand
                Total

            	
              Total
                Sum of End Sch Bal

            	
              Total
                Sum of End Act Bal

            
	
              Total
                Count of Loan Number

            	 	 


    

    


    SPR
      and TVAR Verification Report

    


    
      	
              Remittance
                File

            	
              Automation

            	
              Diff
                – File Vs Auto

            
	
              Trust

            	
              Diff
                – File Vs Trust

            	
              Comments

            
	
              Beg
                Loan Count

            	
              End
                Loan Count

            	
              Beg
                Sch Prin Bal

            
	
              End
                Sch Prin Bal

            	
              Beg
                Act Prin Bal

            	
              End
                Act Prin Bal

            
	
              0-29
                Count

            	
              30-59
                Count

            	
              60-89
                Count

            
	
              90+
                Count

            	
              0-29
                Sch balance

            	
              30-59
                Sch balance

            
	
              60-89
                Sch balance

            	
              90+
                sch balance

            	
              BKCY
                Count

            
	
              FCLS
                Count

            	
              REO
                Count

            	
              BKCY
                Sch balance

            
	
              FCLS
                Sch balance

            	
              REO
                Sch balance

            	
              Current
                Period Loss

            
	
              Prepayment
                Penalty

            	
              Service
                Fee

            	
              Net
                Interest

            
	
              Int
                on STA Paidoff w/o Loss

            	
              Int
                on STA reinstatements

            	
              Int
                compensating

            
	
              Prepaid
                int excess (if retained)

            	
              Total
                Remittance

            	 


    

    


    Realized
      Loss

    


    
      	
              Loan
                Number

            	
              ALT
                Loan Num

            	
              Group
                #

            
	
              Payoff
                Date

            	
              Net
                Proceeds

            	
              UPB
                Res

            
	
              Escrow
                Adv Res

            	
              Int
                Res

            	
              Gross
                STA Int Refund

            
	
              Trailing
                Income

            	
              Trailing
                Expense

            	
              Realized
                Losses

            
	
              Loss
                Yes or No

            	 	 


    

    


    Trailing
      Expenses

    


    
      	
              Loan
                Number

            	
              ALT
                LN#

            	
              Group
                #

            
	
              Inv_num

            	
              Payoff
                Date

            	
              Trailing
                Expense

            
	
              Trailing
                Income

            	
              Exp
                Description

            	
              Income
                Description

            
	
              Trailing
                Y or N

            	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Stop
      Adv

    


    
      	
              Loan
                Number

            	
              ALT
                LN NUM

            	
              SER_INVESTOR_NUM

            
	
              STOP
                ADV FLAG

            	
              GROSS
                INT

            	
              CUMM
                STA GROSS INT

            
	
              CURR
                STA NET INT

            	
              STA
                INT ON LOAN PAID WITH LOSS

            	
              STA
                INTEREST ON LOAN PAID IN FULL

            
	
              STA
                RECOVER FLAG

            	
              STA
                INT ON REINSTATED LOAN

            	
              STATUS

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

    


    STANDARD
      FILE LAYOUT - DEFAULT DETAIL REPORT

    


    The
      Default Detail report segregates servicing information into the following
      categories which contact the following data elements or other elements and
      formats as mutually agreed upon:

    


    
      	
              Servicer
                Loan Number

            	
              Investor
                Loan Number

            	
              Client
                Number

            
	
              Servicer
                Investor Number

            	
              Borrower
                Name

            	
              Property
                Address

            
	
              Property
                State

            	
              Property
                Zip

            	
              Due
                Date

            
	
              Loan
                Type

            	
              Bankruptcy
                Filed Date

            	
              Bankruptcy
                Chapter

            
	
              Bankruptcy
                Case Number

            	
              Post
                Petition Date

            	
              Bankruptcy
                Discharge Date

            
	
              Loss
                Mitigation Approval Date

            	
              Loss
                Mitigation Type

            	
              Loss
                Mitigation Estimated Completion Date

            
	
              Loss
                Mitigation Actual Completion Date

            	
              Foreclosure
                Approval Date

            	
              File
                Referred to Attorney

            
	
              First
                Legal Date

            	
              Scheduled
                Sale Date

            	
              Actual
                Sale Date

            
	
              Foreclosure
                Sale Amount

            	
              Eviction
                Start Date

            	
              Eviction
                Completed Date

            
	
              List
                Price

            	
              List
                Date

            	
              Accepted
                Offer Price

            
	
              Accepted
                Offer Date

            	
              Estimated
                REO Closing Date

            	
              Actual
                REO Sale Date

            
	
              Occupancy
                Code

            	
              Property
                Condition Code

            	
              Property
                Inspection Date

            
	
              Property
                Value Date

            	
              Current
                Property Value

            	
              Repaired
                Property Value

            
	
              FNMA
                Delinquent Status Code

            	
              FNMA
                Delinquent Reason Code

            	
              MI
                Claim Filed Date

            
	
              MI
                Claim Filed Amount

            	
              MI
                Claim Paid Date

            	
              MI
                Claim Paid Amount

            
	
              Pool
                Claim Filed Date

            	
              Pool
                Claim Filed Amount

            	
              FHA
                Part A Claim Filed Date

            
	
              FHA
                Part A Claim Amount

            	
              PHA
                Part A Claim Paid Date

            	
              FHA
                Part A Claim Paid Amount

            
	
              FHA
                Part B Claim Filed Date

            	
              FHA
                Part B Claim Amount

            	
              FHA
                Part B Claim Paid Date

            
	
              FHA
                Part B Claim Paid Amount

            	
              VA
                Claim Filed Date

            	
              VA
                Claim Paid Date

            
	
              VA
                Claim Paid Amount

            	
              Motion
                for Relief Date

            	
              Status
                Contractual Code

            
	
              FCLS
                Bid Amt

            	
              FCLS
                Sale Type

            	
              REO
                Proceeds

            
	
              BPO
                Date

            	
              Current
                BPO Val

            	
              Repaired
                BPO Prop Val

            
	
              Curr
                App Val

            	
              Current
                FICO

            	
              Hazard
                Claim Filed Date

            
	
              Hazard
                Claim Amt

            	
              Hazard
                Claim Paid Date

            	
              Hazard
                Claim Paid Amt

            
	
              Foreclosure
                Flag

            	
              BKCY
                Flag

            	
              NOD
                Date

            
	
              NOI
                Date

            	
              Actual
                Payment Plan Start Date

            	
              Actual
                Payment Plan End Date

            
	
              Actual
                REO Start Date

            	
              UPB
                at Liquidation

            	
              Realized
                Loss/Gain

            
	
              Liquidation
                Proceeds

            	
              Prepayment
                Charges Collected

            	
              Prepayment
                Calculation

            
	
              Payoff
                Date

            	
              Foreclosure
                Hold Date

            	
              Forbearance
                Start Date

            
	
              Forbearance
                End Date

            	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F

    


    MODIFIED
      LOANS REPORT

     

    
      	
              
                Servicer
                  

                Loan
                  Number

              

            	
              
                SBO
                  Number

              

            	
              
                Modification
                  Date

              

            	
              
                Modification
                  

                Reason

              

            	
              
                New
                  effective 

                Interest
                  

                Rate
                  Date

              

            	
              
                New
                  effective 

                Modified
                  

                Payment
                  

                amount
                  date

              

            	
              
                Modification
                  Effective date

              

            	
              
                Modified
                  Balance

              

            	
              
                New
                  Effective 

                Modified
                  

                Interest
                  Rate

              

            	
              
                New
                  Effective 

                Modified
                  

                Payment
                  Amount

              

            
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


    

    


    


    
      	
              
                Modified
                  

                Maturity
                  Date

              

            	
              
                Capitalized
                  

                Interest

              

            	
              
                New
                  Modified 

                Servicer
                  Service 

                Fee
                  Rate

              

            	
              
                New
                  Modified 

                Investor
                  Serivce 

                Fee
                  Rate

              

            	
              
                Fixed
                  Service 

                Fee
                  Rate

              

            	
              
                Convert
                  to 

                Fixed
                  Rate Loan

              

            	
              
                Modify
                  to 

                Fixed
                  Rate 

                Characteristics

              

            	
              
                Total
                  

                Amount
                  

                Capitalized

              

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G

     

    SERVICING
      TRANSFER PROCEDURES

     

    A.           Prior
      to the Transfer Date:

     

    1.           EMC
      shall inform all hazard, flood, earthquake, private mortgage and any other
      insurance companies and/or their agents providing insurance with respect to
      any
      Mortgage Loan of the transfer and request a change in the loss payee mortgage
      endorsement clause to Ocwen or its designee’s name.  With respect to
      each Mortgage Loan which is covered by a force placed insurance policy, EMC
      shall cause such policy to be canceled as of the Transfer Date and Ocwen shall
      cause such insurance to be provided by its force placed carrier as of the
      Transfer Date.  On the Transfer Date, EMC shall provide to Ocwen a
      list of all Mortgage Loans covered by force placed insurance that will be
      canceled in connection with the transfer of servicing to Ocwen.  EMC
      shall deliver all force placed cancellation refunds via wire or check with
      applicable loan level detail within five (5) Business Days after the Transfer
      Date.

     

    2.           EMC
      shall transfer all transferable life-of-loan real estate tax service contracts
      on the Mortgage Loans to the extent such contracts are in place, and shall
      assign and transfer all such contracts to Ocwen at no expense to Ocwen. In
      the
      event that a Mortgage Loan is not subject to a fully assignable life of loan
      tax
      service contract issued which is assignable to Ocwen without the payment of
      any
      cost or fee, Ocwen shall acquire a tax service contract for any such Mortgage
      Loan and shall be entitled to reimbursement from EMC for the cost
      thereof.  EMC also agrees to reimburse Ocwen for its actual cost in
      obtaining life of loan flood zone determination tracking from First American
      Flood Data Services with respect to any Mortgage Loans without such tracking
      service.

     

    3.           EMC
      shall, no later than fifteen (15) days prior to the Transfer Date, inform all
      Mortgagors of the change in servicer from EMC to Ocwen by written notice in
      accordance with applicable law; provided, however, the content and format of
      such letters shall have the prior approval of Ocwen.  EMC shall
      promptly provide Ocwen with copies of all such notices.

     

    4.           EMC
      shall pay all private mortgage insurance premiums and all hazard, flood,
      earthquake and other insurance premiums for insurance covering any of the
      Mortgage Loans, and real estate taxes for which bills have been received by
      EMC
      prior to the Transfer Date, on all Mortgage Loans with impound/escrow accounts,
      to the extent such premiums or taxes would be delinquent if unpaid within thirty
      (30) days after the Transfer Date.  EMC will send to Ocwen, and Ocwen
      will pay, any bills received by EMC on or after the Transfer Date, and any
      such
      bills received by EMC prior to the Transfer Date, which EMC is not required
      to
      pay pursuant to this subparagraph.

     

    5.           EMC
      shall deliver to Ocwen available computer or like records of EMC which reflect
      the status of payments, balances and other pertinent information on the Mortgage
      Loans as of the Transfer Date (such information shall include, but not be
      limited to, comprehensive tax and insurance information for each Mortgage Loan,
      identifying payee, payee address, next payment due date, next amount payable,
      policy number/parcel number).  Such records shall include magnetic
      tapes, if available, reflecting all computer files maintained by EMC with
      respect to the Mortgage Loans, shall include hard copy trial balance reports
      and
      schedules if requested and, as reasonably required by Ocwen, shall be in a
      format and storage medium acceptable for conversion to Ocwen’s servicing
      computer system, and shall be delivered within one (1) Business Day prior to
      the
      Transfer Date.

     

    6.           EMC
      shall deliver a hard copy of the servicing file for each Mortgage Loan,
      including copies of pertinent credit files within five (5) Business Days after
      the Transfer Date.  In addition, upon Ocwen’s reasonable request, EMC
      shall assist Ocwen in all reasonable respects in Ocwen’s efforts to obtain any
      additional documents or information necessary to enable Ocwen to service the
      Mortgage Loans properly.  If a document deficiency has not been cured
      in a timely manner and is preventing the proper servicing of a Mortgage Loan,
      upon EMC’s request, Ocwen may cure such deficiencies and shall be reimbursed by
      EMC for costs incurred in connection therewith.

     

    7.           With
      respect to Mortgage Loans for which the Mortgagor is in bankruptcy, EMC shall
      provide Ocwen with the following information to the extent
      available:  attorney name, address and phone number, foreclosure
      status, bankruptcy status and bankruptcy case number, filing date and
      chapter.  In addition, EMC shall notify the bankruptcy trustee with
      respect to each related Mortgage Loan of the change in servicer to Ocwen and
      shall provide Ocwen with copies of such notices.

     

    B.           After
      the Transfer Date:

     

    1.           Within
      one (1) Business Day after the Transfer Date, EMC will deliver to Ocwen reports
      setting forth all Mortgage Loan escrow/impound balances as of the Transfer
      Date,
      reporting all unposted payments and unearned fees which are deemed collected
      as
      of the Transfer Date, and including a reconciliation of such escrow/impound
      balances.

     

    2.           Within
      one (1) Business Day after the Transfer Date, EMC will deliver to Ocwen all
      Mortgage Loan histories in bulk or electronically from origination to the
      Transfer Date to the extent available.

     

    3.           EMC
      shall deliver to Ocwen any correspondence received by EMC relating to the
      Mortgage Loans after the Transfer Date, such as tax bills, insurance bills,
      borrower letters and the like.  Such items shall be forwarded to Ocwen
      within one (1) Business Day following the day on which the correspondence is
      received by EMC, or as soon thereafter as is practicable.  The
      correspondence shall be forwarded to Ocwen via overnight courier for the first
      sixty (60) days subsequent to the Transfer Date and via regular mail
      thereafter.

     

    4.           EMC
      shall deliver to Ocwen any payments on the Mortgage Loans received by EMC from
      the related Mortgagors for a period of sixty (60) days following the Transfer
      Date.  EMC shall forward any such payment to Ocwen within one (1)
      Business Days after EMC’s receipt thereof, or as soon thereafter as is
      practicable.  Such payments shall be forwarded to Ocwen via overnight
      courier for the first thirty (30) days subsequent to the Transfer Date and
      via
      regular mail for the following thirty (30) days.  Thereafter, EMC may
      return to the related Mortgagors any payments on the Mortgage Loans received
      by
      EMC.

     

    5.           EMC
      shall prepare and send Internal Revenue Service Form 1098 and 1099 forms to
      all
      Mortgagors for the period from January 1 of the year in which the Transfer
      Date
      occurs through the Transfer Date.

     

    6.           No
      later than one (1) Business Days after the Transfer Date, EMC shall deliver
      to
      Ocwen, copies of all cut-off or accounting reports relating to the Mortgage
      Loans as of the Transfer Date, including a trial balance and reports of
      collections, delinquencies, prepayments, curtailments, escrow payments, escrow
      balances, partial payments, partial payment balances and other like information
      on the Mortgage Loans.

     

    7.           EMC
      shall mail year-end statements reporting interest income and interest expense
      statements to the Mortgagors for the period from January 1 of the year in which
      the Transfer Date occurs through the Transfer Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      H

     

    SERVICING
      CRITERIA TO BE ADDRESSED IN
      ASSESSMENT OF COMPLIANCE

    


    Key:    X
      – obligation

    


    
      	
              
                Reg
                  AB Reference

              

            	
              
                Servicing
                  Criteria

              

            	
              
                Subservicer

              

            
	 	
              General
                Servicing Considerations

            	 
	
              1122(d)(1)(i)

            	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	
              X

            
	
              1122(d)(1)(ii)

            	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.

            	
              X

            
	
              1122(d)(1)(iii)

            	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the Pool Assets are maintained.

            	 
	
              1122(d)(1)(iv)

            	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements.

            	
              X

            
	 	
              Cash
                Collection and Administration

            	 
	
              1122(d)(2)(i)

            	
              Payments
                on pool assets are deposited into the appropriate custodial bank
                accounts
                and related bank clearing accounts no more than two business days
                following receipt, or such other number of days specified in the
                transaction agreements.

            	
              X

            
	
              1122(d)(2)(ii)

            	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel.

            	
              X

            
	
              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction
                agreements.

            	
              X

            
	
              1122(d)(2)(iv)

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of over collateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements.

            	
              X

            
	
              1122(d)(2)(v)

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.

            	
              X

            
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	
              X

            
	
              1122(d)(2)(vii)

            	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements.

            	
              X

            
	 	
              Investor
                Remittances and Reporting

            	 
	
              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of Pool Assets serviced by the
                Servicer.

            	
              X

            
	
              1122(d)(3)(ii)

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements.

            	
              X

            
	
              1122(d)(3)(iii)

            	
              Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements.

            	
              X

            
	
              1122(d)(3)(iv)

            	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank
                statements.

            	
              X

            
	 	
              Pool
                Asset Administration

            	 
	
              1122(d)(4)(i)

            	
              Collateral
                or security on pool assets is maintained as required by the transaction
                agreements or related pool asset documents.

            	 
	
              1122(d)(4)(ii)

            	
              Pool
                assets  and related documents are safeguarded as required by the
                transaction agreements

            	 
	
              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements.

            	
              X

            
	
              1122(d)(4)(iv)

            	
              Payments
                on pool assets, including any payoffs, made in accordance with the
                related
                pool asset documents are posted to the Servicer’s obligor records
                maintained no more than two business days after receipt, or such
                other
                number of days specified in the transaction agreements, and allocated
                to
                principal, interest or other items (e.g., escrow) in accordance with
                the
                related pool asset documents.

            	
              X

            
	
              1122(d)(4)(v)

            	
              The
                Servicer’s records regarding the pool assets agree with the Servicer’s
                records with respect to an obligor’s unpaid principal
                balance.

            	
              X

            
	
              1122(d)(4)(vi)

            	
              Changes
                with respect to the terms or status of an obligor's pool assets (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents.

            	
              X

            
	
              1122(d)(4)(vii)

            	
              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements.

            	
              X

            
	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                pool
                asset is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent pool assets including, for example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or
                unemployment).

            	
              X

            
	
              1122(d)(4)(ix)

            	
              Adjustments
                to interest rates or rates of return for pool assets with variable
                rates
                are computed based on the related pool asset documents.

            	
              X

            
	
              1122(d)(4)(x)

            	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s pool asset documents,
                on at least an annual basis, or such other period specified in the
                transaction agreements; (B) interest on such funds is paid, or credited,
                to obligors in accordance with applicable pool asset documents and
                state
                laws; and (C) such funds are returned to the obligor within 30 calendar
                days of full repayment of the related pool assets, or such other
                number of
                days specified in the transaction agreements.

            	
              X

            
	
              1122(d)(4)(xi)

            	
              Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements.

            	
              X

            
	
              1122(d)(4)(xii)

            	
              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the Servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission.

            	
              X

            
	
              1122(d)(4)(xiii)

            	
              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements.

            	
              X

            
	
              1122(d)(4)(xiv)

            	
              Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements.

            	
              X

            
	
              1122(d)(4)(xv)

            	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements.