EXHIBIT 4.2

                   BEAR STEARNS ASSET BACKED SECURITIES I LLC,

                                    Depositor

                           [_______________________],

                               Seller and Company

                           [_______________________],

                  Master Servicer and Securities Administrator

                                       and

                           [_______________________],

                                     Trustee

                              --------------------

                         POOLING AND SERVICING AGREEMENT

                         Dated as of _________ 1, 200__

                    ----------------------------------------

              BEAR STEARNS ASSET BACKED SECURITIES TRUST 200__-___

                   ASSET-BACKED CERTIFICATES, SERIES 200__-___


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>      <C>
ARTICLE I DEFINITIONS
         Section 1.01 Defined Terms............................................................................
         Section 1.02 Allocation of Certain Interest Shortfalls................................................

ARTICLE II CONVEYANCE OF TRUST FUND REPRESENTATIONS AND WARRANTIES
         Section 2.01 Conveyance of Trust Fund.................................................................
         Section 2.02 Acceptance of the Mortgage Loans.........................................................
         Section 2.03 Representations, Warranties and Covenants of the Company and the Seller..................
         Section 2.04 Representations and Warranties of the Depositor..........................................
         Section 2.05 Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases..........
         Section 2.06 Countersignature and Delivery of Certificates............................................
         Section 2.07 Purposes and Powers of the Trust.........................................................

ARTICLE III ADMINISTRATION AND SERVICING OF COMPANY MORTGAGE LOANS BY COMPANY
         Section 3.01 The Company..............................................................................
         Section 3.02 Due-on-Sale Clauses; Assumption Agreements...............................................
         Section 3.03 Subservicers.............................................................................
         Section 3.04 Documents, Records and Funds in Possession of Company to Be Held for Trustee.............
         Section 3.05 Maintenance of Hazard Insurance..........................................................
         Section 3.06 Presentment of Claims and Collection of Proceeds.........................................
         Section 3.07 Maintenance of the Primary Mortgage Insurance Policies...................................
         Section 3.08 Fidelity Bond, Errors and Omissions Insurance............................................
         Section 3.09 Realization upon Defaulted Mortgage Loans; Determination of Excess Liquidation Proceeds
                        and Realized Losses; Repurchases of Certain Mortgage Loans.............................
         Section 3.10 Servicing Compensation...................................................................
         Section 3.11 REO Property.............................................................................
         Section 3.12 Liquidation Reports......................................................................
         Section 3.13 Annual Statement as to Compliance........................................................
         Section 3.14 Assessments of Compliance and Attestation Reports........................................
         Section 3.15 Books and Records........................................................................

ARTICLE IV ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS BY MASTER SERVICER
         Section 4.01 Master Servicer..........................................................................
         Section 4.02 REMIC-Related Covenants..................................................................
         Section 4.03 Monitoring of Company and Servicer.......................................................
         Section 4.04 Fidelity Bond............................................................................
         Section 4.05 Power to Act; Procedures.................................................................
         Section 4.06 Due-on-Sale Clauses; Assumption Agreements...............................................
         Section 4.07 Release of Mortgage Files................................................................
         Section 4.08 Documents, Records and Funds in Possession of Master Servicer, Company and Servicer
                        to Be Held for Trustee.................................................................
         Section 4.09 Standard Hazard Insurance and Flood Insurance Policies...................................
         Section 4.10 Presentment of Claims and Collection of Proceeds.........................................
         Section 4.11 Maintenance of the Primary Mortgage Insurance Policies...................................
         Section 4.12 Trustee to Retain Possession of Certain Insurance Policies and Documents.................
         Section 4.13 Realization upon Defaulted Mortgage Loans................................................
         Section 4.14 Compensation for the Master Servicer.....................................................
         Section 4.15 REO Property.............................................................................
         Section 4.16 Annual Statement as to Compliance........................................................
         Section 4.17 Assessments of Compliance and Attestation Reports........................................
         Section 4.18 [Reserved.]..............................................................................
         Section 4.19 Company..................................................................................
         Section 4.20 UCC......................................................................................
         Section 4.21 Optional Purchase of Certain Mortgage Loans..............................................
         Section 4.22 Books and Records........................................................................

ARTICLE V ACCOUNTS
         Section 5.01 Collection of Mortgage Loan Payments; Protected Account..................................
         Section 5.02 Permitted Withdrawals From the Protected Account.........................................
         Section 5.03 Collection of Taxes; Assessments and Similar Items; Escrow Accounts......................
         Section 5.04 Servicer Protected Accounts..............................................................
         Section 5.05 Master Servicer Collection Account.......................................................
         Section 5.06 Permitted Withdrawals and Transfers from the Master Servicer Collection Account..........
         Section 5.07 Distribution Account.....................................................................
         Section 5.08 Permitted Withdrawals and Transfers from the Distribution Account........................

ARTICLE VI DISTRIBUTIONS AND ADVANCES
         Section 6.01 Advances.................................................................................
         Section 6.02 Compensating Interest Payments...........................................................
         Section 6.03 [Reserved.]..............................................................................
         Section 6.04 Distributions............................................................................
         Section 6.05 Monthly Statements to Certificateholders.................................................
         Section 6.06 REMIC Designation........................................................................

ARTICLE VII THE CERTIFICATES
         Section 7.01 The Certificates.........................................................................
         Section 7.02 Certificate Register; Registration of Transfer and Exchange of Certificates..............
         Section 7.03 Mutilated, Destroyed, Lost or Stolen Certificates........................................
         Section 7.04 Persons Deemed Owners....................................................................
         Section 7.05 Access to List of Certificateholders' Names and Addresses................................
         Section 7.06 Book-Entry Certificates..................................................................
         Section 7.07 Notices to Depository....................................................................
         Section 7.08 Definitive Certificates..................................................................
         Section 7.09 Maintenance of Office or Agency..........................................................

ARTICLE VIII THE COMPANY AND THE MASTER SERVICER
         Section 8.01 Liabilities of the Depositor, the Company and the Master Servicer........................
         Section 8.02 Merger or Consolidation of the Depositor, the Company or the Master Servicer.............
         Section 8.03 Indemnification of the Trustee, the Master Servicer and the Securities Administrator.....
         Section 8.04 Limitations on Liability of the Depositor, the Company, the Master Servicer and Others...
         Section 8.05 Master Servicer and Company Not to Resign................................................
         Section 8.06 Successor Master Servicer................................................................
         Section 8.07 Sale and Assignment of Master Servicing..................................................

ARTICLE IX DEFAULT; TERMINATION OF MASTER SERVICER; TERMINATION OF COMPANY
         Section 9.01 Events of Default........................................................................
         Section 9.02 Trustee to Act; Appointment of Successor.................................................
         Section 9.03 Notification to Certificateholders.......................................................
         Section 9.04 Waiver of Defaults.......................................................................
         Section 9.05 Company Default..........................................................................
         Section 9.06 Waiver of Company Defaults...............................................................

ARTICLE X CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
         Section 10.01 Duties of Trustee and Securities Administrator..........................................
         Section 10.02 Certain Matters Affecting the Trustee and the Securities Administrator..................
         Section 10.03 Trustee and Securities Administrator Not Liable for Certificates or Mortgage Loans......
         Section 10.04 Trustee and Securities Administrator May Own Certificates...............................
         Section 10.05 Trustee's and Securities Administrator's Fees and Expenses..............................
         Section 10.06 Eligibility Requirements for Trustee and Securities Administrator.......................
         Section 10.07 Insurance...............................................................................
         Section 10.08 Resignation and Removal of Trustee and Securities Administrator.........................
         Section 10.09 Successor Trustee or Securities Administrator...........................................
         Section 10.10 Merger or Consolidation of Trustee or Securities Administrator..........................
         Section 10.11 Appointment of Co-Trustee or Separate Trustee...........................................
         Section 10.12 Tax Matters.............................................................................
         Section 10.13 Reports Filed with Securities and Exchange Commission...................................
         Section 10.14 Intention of the Parties and Interpretation.............................................

ARTICLE XI TERMINATION
         Section 11.01 Termination upon Liquidation or Repurchase of all Mortgage Loans........................
         Section 11.02 Final Distribution on the Certificates..................................................
         Section 11.03 Additional Termination Requirements.....................................................

ARTICLE XII MISCELLANEOUS PROVISIONS
         Section 12.01 Amendment...............................................................................
         Section 12.02 Recordation of Agreement; Counterparts..................................................
         Section 12.03 Governing Law...........................................................................
         Section 12.04 Intention of Parties....................................................................
         Section 12.05 Notices. 58
         Section 12.06 Severability of Provisions..............................................................
         Section 12.07 Assignment..............................................................................
         Section 12.08 Limitation on Rights of Certificateholders..............................................
         Section 12.09 Inspection and Audit Rights.............................................................
         Section 12.10 Certificates Nonassessable and Fully Paid...............................................
</TABLE>


Exhibits
--------
Exhibit A-1       Form of Class A Certificates
Exhibit A-2       Form of Class M Certificates
Exhibit A-3       Form of Class B Certificates
Exhibit A-4       Form of Class R Certificate
Exhibit B         Mortgage Loan Schedule
Exhibit C-1       Form of Initial Certification of Trustee
Exhibit C-2       Form of Interim Certification of Trustee
Exhibit C-3       Form of Final Certification of Trustee
Exhibit D         Form of Transfer Affidavit
Exhibit E         Form of Transferor Certificate
Exhibit F         Form of Investment Letter (Non-Rule 144A)
Exhibit G         Form of Rule 144A Investment Letter
Exhibit H         Form of Request for Release
Exhibit I         DTC Letter of Representations
Exhibit J         Schedule of Mortgage Loans with Lost Notes
Exhibit K         Form of Custodial Agreement
Exhibit L         Form of Back-Up Certification
Exhibit M         Form of Mortgage Loan Purchase Agreement
Exhibit N         Servicing Criteria to Be Addressed in Assessment of Compliance
Exhibit O         Form 10-D, Form 8-K and Form 10-K Reporting Responsibility


<PAGE>


         POOLING AND SERVICING AGREEMENT, dated as of _____ 1, 200__, among BEAR
STEARNS ASSET BACKED SECURITIES I LLC, a Delaware limited liability company, as
depositor (the "Depositor"), _________________________________________, a
_______________________, as seller (in such capacity, the "Seller") and as
company (in such capacity, the "Company"),
______________________________________________________, a
_____________________________, as master servicer (in such capacity, the "Master
Servicer") and as securities administrator (in such capacity, the "Securities
Administrator") and ________________________________________, a
___________________________________, not in its individual capacity, but solely
as trustee (the "Trustee").

                              PRELIMINARY STATEMENT

         The Depositor is the owner of the Trust Fund that is hereby conveyed to
the Trustee in return for the Certificates.

         As provided herein, the Trustee will make an election to treat the
segregated pool of assets consisting of the Mortgage Loans and certain other
related assets subject to this Agreement as a real estate mortgage investment
conduit (a "REMIC") for federal income tax purposes, and such segregated pool of
assets will be designated as the "REMIC Trust." The Class R Certificate will
represent the sole class of "residual interests" in the REMIC Trust for purposes
of the REMIC Provisions (as defined herein) under federal income tax law.

         The following table irrevocably sets forth the Class designation,
Pass-Through Rate and Initial Certificate Principal Balance for each Class of
Certificates that represents one or more of the "regular interests" in the REMIC
Trust created hereunder:

                               Initial Certificate

<TABLE>
<CAPTION>
    Assumed Final Class
Designation Maturity Date (1)          Principal Balance             Pass-Through Rate
---------------------------------  ------------------------   ---------------------------
<S>                                <C>                        <C>
[Class A-1]                        $                          Class A-1 Pass-Through Rate
[Class M-1]                        $                          Class M-1 Pass Through Rate
[Class M-2]                        $                          Class M-2 Pass-Through Rate
[Class B-1]                        $                          Class B-1 Pass Through Rate
</TABLE>
------------
(1)      Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date in the month following the maturity
         date for the Mortgage Loan with the latest maturity date has been
         designated as the "latest possible maturity date" for each Class of
         Certificates that represents one or more of the "regular interests" in
         the REMIC Trust.


         The Trust Fund shall be named, and may be referred to as, the "Bear
Stearns Asset Backed Securities Trust 200__-___." The Certificates issued
hereunder may be referred to as "Asset-Backed Certificates Series 200__-___"
(including for purposes of any endorsement or assignment of a Mortgage Note or
Mortgage).

         In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Securities Administrator, the Seller, the
Company and the Trustee agree as follows:

<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.01 Defined Terms.

         In addition to those terms defined in Section 1.02, whenever used in
this Agreement, the following words and phrases, unless the context otherwise
requires, shall have the following meanings:

         Accepted Master Servicing Practices: With respect to any Mortgage Loan,
as applicable, either (a) those customary mortgage servicing practices of
prudent mortgage servicing institutions that master service mortgage loans of
the same type and quality as such Mortgage Loan in the jurisdiction where the
related Mortgaged Property is located, to the extent applicable to the Trustee
or the Master Servicer (except in its capacity as successor to the Company or
the related Servicer), or (b) as provided in Section 3.01 hereof or as provided
in the related Servicing Agreement, but, in each case, in no event below the
standard set forth in clause (a).

         Accepted Servicing Practices: With respect to each Company Mortgage
Loan, those mortgage servicing practices (including collection procedures) that
are in accordance with all applicable statutes, regulations and prudent mortgage
banking practices for similar mortgage loans.

         Account: The Distribution Account, the Master Servicer Collection
Account, the Net WAC Reserve Fund and any Protected Account.

         Accrual Period: With respect to the Certificates (other than the Class
[M-2], Class [B-1] and Class R Certificates) and any Distribution Date, the
calendar month immediately preceding such Distribution Date. With respect to the
Class [M-2] Certificates and Class [B-1] Certificates and any Distribution Date,
the period from and including the 25th day of the calendar month preceding the
calendar month in which the Distribution Date occurs (or with respect to the
first Accrual Period, the Closing Date) to and including the 24th day of the
calendar month in which such Distribution Date occurs. All calculations of
interest on the Certificates (other than the Class [M-2], Class [B-1] and Class
R Certificates) will be made on the basis of a 360-day year consisting of twelve
30-day months. All calculations of interest on the Class [M-2] Certificates and
Class [B-1] Certificates will be made on the basis of the actual number of days
elapsed in the related Accrual Period.

         Advance: An advance of delinquent payments of principal or interest in
respect of a Mortgage Loan required to be made by the Company as provided in
Section 6.01(a) hereof, by the related Servicer in accordance with the related
Servicing Agreement or by the Master Servicer as provided in Section 6.01(b)
hereof.

         Agreement: This Pooling and Servicing Agreement and any and all
amendments or supplements hereto made in accordance with the terms herein.
Amount Held for Future Distribution: As to any Distribution Date, the aggregate
amount held in the Company's or the related Servicer's Protected Account at the
close of business on the immediately preceding Determination Date on account of
(i) all Scheduled Payments or portions thereof received in respect of the
Mortgage Loans due after the related Due Period and (ii) Principal Prepayments,
Liquidation Proceeds and Insurance Proceeds received in respect of such Mortgage
Loans after the last day of the related Prepayment Period.

         Applied Realized Loss Amount: With respect to any Distribution Date and
a Class of Subordinated Certificates the sum of the Realized Losses with respect
to the Mortgage Loans which are to be applied in reduction of the Certificate
Principal Balance of that Class of Certificates pursuant to this Agreement,
which shall, on any such Distribution Date equal with respect to the Class
[B-1], Class [M-2] and Class [M-1] Certificates, so long as their respective
Certificate Principal Balances have not been reduced to zero, the amount, if
any, by which, (i) the aggregate Certificate Principal Balance of all of the
Certificates (after all distributions of principal on such Distribution Date and
the allocation of Realized Losses on such Distribution Date) exceeds (ii) the
aggregate Stated Principal Balance of all of the Mortgage Loans as of the last
day of the related Due Period.

         Appraised Value: With respect to any Mortgage Loan originated in
connection with a refinancing, the appraised value of the Mortgaged Property
based upon the appraisal made at the time of such refinancing or, with respect
to any other Mortgage Loan, the lesser of (x) the appraised value of the
Mortgaged Property based upon the appraisal made by a fee appraiser at the time
of the origination of the related Mortgage Loan, and (y) the sales price of the
Mortgaged Property at the time of such origination.

         Assessment of Compliance:  As defined in Section 4.17.

         Assignment Agreement: Collectively, the _______________ Assignment
Agreement, the _______________ Assignment Agreement and the _______________
Assignment Agreement.

         Attestation Report:  As defined in Section 4.17.

         Available Funds: The sum of Interest Funds and Principal Funds with
respect to the Mortgage Loans.

         Bankruptcy Code: Title 11 of the United States Code.

         Basic Principal Distribution Amount: Shall mean, with respect to any
Distribution Date, the lesser of (a) the excess of (i) the Available Funds for
such Distribution Date over (ii) the aggregate Monthly Interest Distributable
Amount for the Certificates (other than the Class R Certificate) for such
Distribution Date and (b) the excess of (i) the Principal Remittance Amount for
such Distribution Date over (ii) the Overcollateralization Release Amount, if
any, for such Distribution Date.

         Book-Entry Certificates: Any of the Certificates that shall be
registered in the name of the Depository or its nominee, the ownership of which
is reflected on the books of the Depository or on the books of a person
maintaining an account with the Depository (directly, as a "Depository
Participant", or indirectly, as an indirect participant in accordance with the
rules of the Depository and as described in Section 7.06). As of the Closing
Date, each Class of Regular Certificates constitutes a Class of Book-Entry
Certificates.

         Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a
day on which banking institutions in The City of New York, New York,
_______________, or the city in which the Corporate Trust Office of the Trustee
or the principal office of the Company or the Master Servicer is located are
authorized or obligated by law or executive order to be closed.

         Certificate: Any one of the certificates of any Class executed and
authenticated by the Trustee in substantially the forms attached hereto as
Exhibits A-1 through A-7.

         Certificate Owner: With respect to a Book-Entry Certificate, the Person
that is the beneficial owner of such Book-Entry Certificate.

         Certificate Principal Balance: As to any Certificate (other than the
Class R Certificate) and as of any Distribution Date, the Initial Certificate
Principal Balance of such Certificate less the sum of (i) all amounts
distributed with respect to such Certificate in reduction of the Certificate
Principal Balance thereof on previous Distribution Dates pursuant to Section
6.04, and (ii) in the case of any Subordinated Certificate, any Applied Realized
Loss Amounts allocated to such Certificate on previous Distribution Dates.

         Certificate Register: The register maintained pursuant to Section 7.02
hereof.

         Certificateholder or Holder: The person in whose name a Certificate is
registered in the Certificate Register (initially, Cede & Co., as nominee for
the Depository, in the case of any Book-Entry Certificates).

         Class: All Certificates bearing the same Class designation as set forth
in Section 7.01 hereof.

         Class A-1 Certificate: Any Certificate designated as a "Class A-1
Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class A-1 Certificates as set forth herein and evidencing a Regular Interest
in the REMIC Trust.

         Class A-1 Pass-Through Rate: Shall mean (i) on any Distribution Date
which occurs on or prior to the Optional Termination Date, _____% per annum and
(ii) for each Distribution Date thereafter, _____% per annum[, in each case
subject to a cap equal to the Net WAC Rate Cap for such Distribution Date].

         Class B-1 Certificate: Any Certificate designated as a "Class B-1
Certificate" on the face thereof, in the form of Exhibit A-3 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class B-1 Certificates as set forth herein and evidencing a Regular Interest
in the REMIC Trust.

         Class B-1 Pass-Through Rate: Shall mean (i) on any Distribution Date
which occurs on or prior to the Optional Termination Date, the related LIBOR
Rate and (ii) for each Distribution Date thereafter, the related LIBOR Rate plus
_____% per annum, [in each case subject to a cap equal to the Net WAC Rate Cap
for such Distribution Date].

         Class M-1 Certificate: Any Certificate designated as a "Class M-1
Certificate" on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class M-1 Certificates as set forth herein and evidencing a Regular Interest
in the REMIC Trust.

         Class M-1 Pass-Through Rate: Shall mean (i) on any Distribution Date
which occurs on or prior to the Optional Termination Date, _____% per annum and
(ii) for each Distribution Date thereafter, _____% per annum[, in each case
subject to a cap equal to the Net WAC Rate Cap for such Distribution Date].

         Class M-2 Certificate: Any Certificate designated as a "Class M-2
Certificate" on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class M-2 Certificates as set forth herein and evidencing a Regular Interest
in the REMIC Trust.

         Class M-2 Pass-Through Rate: Shall mean (i) on any Distribution Date
which occurs on or prior to the Optional Termination Date, the related LIBOR
Rate and (ii) for each Distribution Date thereafter, the related LIBOR Rate plus
_____% per annum[, in each case subject to a cap equal to the Net WAC Rate Cap
for such Distribution Date].

         Class R Certificate: The Certificate designated the "Class R
Certificate" on the face thereof, in substantially the form set forth in Exhibit
A-4 hereto, evidencing the sole class of "residual interests" (within the
meaning of Section 860G(a)(2) in the REMIC Trust.

         Closing Date: _____ __, 200__.

         Code: The Internal Revenue Code of 1986, including any successor or
amendatory provisions.

         Company Assessment of Compliance:  As defined in Section 3.14.

         Company Attestation Report:  As defined in Section 3.14.

         Compensating Interest: An amount, not to exceed the Servicing Fee, to
be deposited in the Master Servicer Collection Account by the Company or the
related Servicer to the payment of a Prepayment Interest Shortfall on a Mortgage
Loan subject to this Agreement; provided that in the event the Company or the
related Servicer fails to make such payment, the Master Servicer shall be
obligated to do so pursuant to Section 6.02(c) hereof.

         Corporate Trust Office: The designated office of the Trustee where at
any particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
Agreement is located at ______________________________, or at such other address
as the Trustee may designate from time to time.

         Cross-Over Date: The first Distribution Date on which the aggregate
Certificate Principal Balance of the Subordinated Certificates has been reduced
to zero (giving effect to all distributions on such Distribution Date).

         Custodial Agreement: An agreement dated as of the Closing Date among
the Depositor, the Seller, the Trustee and the Custodian in substantially the
form of Exhibit K hereto.

         Custodian: ____________________________________, or any successor
custodian appointed pursuant to the provisions hereof and the Custodial
Agreement.

         Cut-off Date: The close of business on _____ 1, 200__.

         Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close of business on the Cut-off Date after
application of all Principal Prepayments received prior to the Cut-off Date and
scheduled payments of principal due on or before the Cut-off Date, whether or
not received, but without giving effect to any installments of principal
received in respect of Due Dates after the Cut-off Date.

         Debt Service Reduction: With respect to any Mortgage Loan, a reduction
by a court of competent jurisdiction in a proceeding under the Bankruptcy Code
in the Scheduled Payment for such Mortgage Loan that became final and
non-appealable, except such a reduction resulting from a Deficient Valuation or
any other reduction that results in a permanent forgiveness of principal.

         Deficient Valuation: With respect to any Mortgage Loan, a valuation by
a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then outstanding indebtedness under such Mortgage Loan, or any
reduction in the amount of principal to be paid in connection with any Scheduled
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from an order of such court that is final and non-appealable
in a proceeding under the Bankruptcy Code.

         Definitive Certificates: As defined in Section 7.06.

         Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced by a
Replacement Mortgage Loan.

         Delinquent: A Mortgage Loan is "delinquent" if any payment due thereon
is not made pursuant to the terms of such Mortgage Loan by the close of business
on the day such payment is scheduled to be due. A Mortgage Loan is "30 days
delinquent" if such payment has not been received by the close of business on
the corresponding day of the month immediately succeeding the month in which
such payment was due, or, if there is no such corresponding day (e.g., as when a
30-day month follows a 31-day month in which a payment was due on the 31st day
of such month), then on the last day of such immediately succeeding month.
Similarly for "60 days delinquent," "90 days delinquent" and so on.

         Denomination: With respect to each Certificate, the amount set forth on
the face thereof as the "Initial Principal Balance of this Certificate".

         Depositor: Bear Stearns Asset Backed Securities I LLC, a Delaware
limited liability company, or its successor in interest.

         Depository: The initial Depository shall be The Depository Trust
Company ("DTC"), the nominee of which is Cede & Co., or any other organization
registered as a "clearing agency" pursuant to Section 17A of the Securities
Exchange Act of 1934, as amended. The Depository shall initially be the
registered Holder of the Book-Entry Certificates. The Depository shall at all
times be a "clearing corporation" as defined in Section 8-102(a)(5) of the
Uniform Commercial Code of the State of New York.

         Depository Agreement: With respect to the Class of Book-Entry
Certificates, the agreement among the Depositor, the Trustee and the initial
Depository, dated as of the Closing Date, substantially in the form of Exhibit
I.

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

         Determination Date: With respect to any Distribution Date, the _____th
day of the month of such Distribution Date or, if such _____th day is not a
Business Day, the immediately preceding Business Day.

         Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 5.07 in the name of the Trustee
for the benefit of the Certificateholders and designated "[Name of Trustee], in
trust for registered holders of Bear Stearns Asset Backed Securities Trust
200__-___, Asset-Backed Certificates, Series 200__-___". Funds in the
Distribution Account shall be held in trust for the Certificateholders for the
uses and purposes set forth in this Agreement.

         Distribution Account Deposit Date: As to any Distribution Date, on or
before 3:00 p.m. Eastern time on the Business Day immediately preceding such
Distribution Date.

         Distribution Date: The _____th day of each calendar month after the
initial issuance of the Certificates, or if such _____th day is not a Business
Day, the next succeeding Business Day, commencing in _____ 200__.

         Due Date: As to any Mortgage Loan, the date in each month on which the
related Scheduled Payment is due, as set forth in the related Mortgage Note.

         Due Period: With respect to any Distribution Date, the period from the
second day of the calendar month preceding the calendar month in which such
Distribution Date occurs through close of business on the first day of the
calendar month in which such Distribution Date occurs.

         Eligible Account: Any of (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company, the
long-term unsecured debt obligations and short-term unsecured debt obligations
of which (or, in the case of a depository institution or trust company that is
the principal subsidiary of a holding company, the debt obligations of such
holding company, so long as Moody's is not a Rating Agency) are rated by each
Rating Agency in one of its two highest long-term and its highest short-term
rating categories respectively, at the time any amounts are held on deposit
therein, or (ii) an account or accounts in a depository institution or trust
company in which such accounts are insured by the FDIC (to the limits
established by the FDIC) and the uninsured deposits in which accounts are
otherwise secured such that, as evidenced by an Opinion of Counsel delivered to
the Trustee and to each Rating Agency, the Certificateholders have a claim with
respect to the funds in such account or a perfected first priority security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution or trust company in which
such account is maintained, or (iii) a trust account or accounts maintained with
the corporate trust department of a federal or state chartered depository
institution or trust company having capital and surplus of not less than
$50,000,000, acting in its fiduciary capacity or (iv) any other account
acceptable to the Rating Agencies. Eligible Accounts may bear interest, and may
include, if otherwise qualified under this definition, accounts maintained with
the Trustee.

         Company Mortgage Loans: Shall mean those Mortgage Loans serviced by the
Company pursuant to the terms of this Agreement.

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

         ERISA Restricted Certificate: The Class R Certificate.

         Event of Default: As defined in Section 9.01 hereof.

         Exemption: Prohibited Transaction Exemption 90-30, as amended from time
to time.

         Excess Liquidation Proceeds: To the extent not required by law to be
paid to the related Mortgagor, the excess, if any, of any Liquidation Proceeds
with respect to a Mortgage Loan over the Stated Principal Balance of such
Mortgage Loan and accrued and unpaid interest at the related Mortgage Rate
through the last day of the month in which the Mortgage Loan has been
liquidated.

         Extra Principal Distribution Amount: With respect to any Distribution
Date (a) on or prior to the earlier of (1) the [10]% Clean-Up Call Date and (2)
the Distribution Date in _____ 20_____, the lesser of (x) the Net Monthly Excess
Cashflow for such Distribution Date and (y) the Overcollateralization Increase
Amount for such Distribution Date; and (b) thereafter, the Net Monthly Excess
Cashflow for such Distribution Date.

         Fannie Mae: Fannie Mae (formerly, Federal National Mortgage
Association), or any successor thereto.

         FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.

         Final Recovery Determination: With respect to any defaulted Mortgage
Loan or any REO Property (other than a Mortgage Loan or REO Property purchased
by the Seller or the [Master Servicer] pursuant to or as contemplated by Section
2.03(c) or Section 11.01), a determination made by the Company pursuant to this
Agreement or the applicable Servicer pursuant to the related Servicing Agreement
that all Insurance Proceeds, Liquidation Proceeds and other payments or
recoveries which the Company or such Servicer, in its reasonable good faith
judgment, expects to be finally recoverable in respect thereof have been so
recovered. The Master Servicer shall maintain records, based solely on
information provided by each Servicer, of each Final Recovery Determination made
thereby.

         FIRREA: The Financial Institutions Reform, Recovery, and Enforcement
Act of 1989.

         Freddie Mac: Freddie Mac (formerly The Federal Home Loan Mortgage
Corporation), or any successor thereto.

         Indemnified Persons: The Trustee, the Master Servicer, the Company, the
Trust Fund and the Securities Administrator and their officers, directors,
agents and employees and, with respect to the Trustee, any separate co-trustee
and its officers, directors, agents and employees.

         Initial Certificate Principal Balance: With respect to any Certificate,
the Certificate Principal Balance of such Certificate or any predecessor
Certificate on the Closing Date.

         Insurance Policy: With respect to any Mortgage Loan included in the
Trust Fund, any insurance policy or LPMI Policy, including all riders and
endorsements thereto in effect with respect to such Mortgage Loan, including any
replacement policy or policies for any Insurance Policies.

         Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to any Insurance Policy or any other insurance policy covering a
Mortgage Loan, to the extent such proceeds are payable to the mortgagee under
the Mortgage, the Company, the related Servicer or the trustee under the deed of
trust and are not applied to the restoration of the related Mortgaged Property
or released to the Mortgagor in accordance with the procedures that the Company
or the related Servicer would follow in servicing mortgage loans held for its
own account, in each case other than any amount included in such Insurance
Proceeds in respect of Insured Expenses.

         Insured Expenses: Expenses covered by an Insurance Policy or any other
insurance policy with respect to the Mortgage Loans.

         Interest Determination Date: Shall mean the second LIBOR Business Day
preceding the commencement of each Accrual Period.

         Interest Funds: For any Distribution Date, (i) the sum, without
duplication, of (a) all scheduled interest during the related Due Period with
respect to the related Mortgage Loans less the Servicing Fee, the Master
Servicing Fee and the LPMI Fee, if any, (b) all Advances relating to interest
with respect to the related Mortgage Loans made on or prior to the related
Distribution Account Deposit Date, (c) all Compensating Interest with respect to
the related Mortgage Loans and required to be remitted by the Company or the
Master Servicer pursuant to this Agreement or the related Servicer pursuant to
the related Servicing Agreement with respect to such Distribution Date, (d)
Liquidation Proceeds with respect to the related Mortgage Loans collected during
the related Prepayment Period (to the extent such Liquidation Proceeds relate to
interest), (e) all amounts relating to interest with respect to each Mortgage
Loan repurchased by the Seller pursuant to Sections 2.02 and 2.03 and by Company
pursuant to Section 4.21 and (f) all amounts in respect of interest paid by the
Master Servicer pursuant to Section 11.01, in each case to the extent remitted
by the Company or the related Servicer, as applicable, to the Distribution
Account pursuant to this Agreement or the related Servicing Agreement minus (ii)
all amounts relating to interest required to be reimbursed pursuant to Sections
5.02, 5.04, 5.06 and 5.08 or as otherwise set forth in this Agreement.

         Interest Shortfall: With respect to any Distribution Date, means the
aggregate shortfall, if any, in collections of interest (adjusted to the related
Net Mortgage Rates) on Mortgage Loans resulting from (a) Principal Prepayments
in full received during the related Prepayment Period, (b) the partial Principal
Prepayments received during the related Prepayment Period to the extent applied
prior to the Due Date in the month of the Distribution Date and (c) interest
payments on certain of the Mortgage Loans being limited pursuant to the
provisions of the Relief Act or similar state laws.

         Last Scheduled Distribution Date: _____ __, 20___.

         Latest Possible Maturity Date: The Distribution Date following the
final scheduled maturity date of the Mortgage Loan in the Trust Fund having the
latest scheduled maturity date as of the Cut-off Date.

         LIBOR Business Day: Shall mean a day on which banks are open for
dealing in foreign currency and exchange in London and New York City.

         LIBOR Rate: Shall mean (i) with respect to the Class [M-2]
Certificates, [One-Month] LIBOR plus _____% per annum and (ii) with respect to
the Class [B-1] Certificates, [One-Month] LIBOR plus _____% per annum.

         Liquidated Loan: With respect to any Distribution Date, a defaulted
Mortgage Loan that has been liquidated through deed-in-lieu of foreclosure,
foreclosure sale, trustee's sale or other realization as provided by applicable
law governing the real property subject to the related Mortgage and any security
agreements and as to which the Company or the related Servicer has made a Final
Recovery Determination with respect thereto.

         Liquidation Proceeds: Amounts, other than Insurance Proceeds, received
in connection with the partial or complete liquidation of a Mortgage Loan,
whether through trustee's sale, foreclosure sale or otherwise, or in connection
with any condemnation or partial release of a Mortgaged Property and any other
proceeds received with respect to an REO Property, less the sum of related
unreimbursed Advances, Servicing Fees, Master Servicing Fees and Servicing
Advances and all expenses of liquidation, including property protection expenses
and foreclosure and sale costs, including court and reasonable attorneys' fees.

         Loan-to-Value Ratio: The fraction, expressed as a percentage, the
numerator of which is the original principal balance of the related Mortgage
Loan and the denominator of which is the Appraised Value of the related
Mortgaged Property.

         Loss Allocation Limitation: The meaning specified in Section 6.04A(c)
hereof.

         LPMI Fee: Shall mean the fee payable to the insurer for each Mortgage
Loan subject to an LPMI Policy as set forth in such LPMI Policy.

         LPMI Policy: A policy of mortgage guaranty insurance issued by an
insurer meeting the requirements of Fannie Mae and Freddie Mac in which the
Company or the related Servicer of the related Mortgage Loan is responsible for
the payment of the LPMI Fee thereunder from collections on the related Mortgage
Loan.

         Master Servicer: ________________________________, in its capacity as
master servicer, and its successors and assigns.

         Master Servicer Collection Account: The trust accounts or accounts
created and maintained pursuant to Section 5.05 hereof, which shall be entitled
"[Name of Servicer], as Trustee f/b/o holders of Bear Stearns Asset Backed
Securities Trust 200__-___, Asset Backed Certificates, Series 200__-___, Master
Servicer Collection Account".

         Master Servicing Fee: As to each Mortgage Loan and any Distribution
Date, an amount equal to 1/12th of the Master Servicing Fee Rate multiplied by
the Stated Principal Balance of such Mortgage Loan as of the last day of the
related Due Period or, in the event of any payment of interest that accompanies
a Principal Prepayment in full during the related Due Period made by the
Mortgagor immediately prior to such prepayment, interest at the Master Servicing
Fee Rate on the Stated Principal Balance of such Mortgage Loan for the period
covered by such payment of interest.

         Master Servicing Fee Rate: ___% per annum.

         MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.

         MERS(R) System: The system of recording transfers of Mortgages
electronically maintained by MERS.

         MIN: The Mortgage Identification Number for Mortgage Loans registered
with MERS on the MERS(R) System.

         MOM Loan: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination thereof.

         Monthly Interest Distributable Amount: With respect to the Certificates
(other than the Class R Certificate) for any Distribution Date, means an amount
equal to the interest accrued during the related Accrual Period at the
applicable Pass-Through Rate on the Certificate Principal Balance of such
Certificate immediately prior to such Distribution Date less such Certificate's
share of any Unpaid Interest Shortfall and the interest portion of any Realized
Losses on the Mortgage Loans allocated to such Certificate pursuant to Section
1.02. Accrued Certificate Interest is calculated on the basis of a 360-day year
consisting of twelve 30-day months. No Accrued Certificate Interest will be
payable with respect to any Class of Certificates after the Distribution Date on
which the outstanding Certificate Principal Balance of such Certificate has been
reduced to zero.

         Monthly Statement: The statement delivered to the Certificateholders
pursuant to Section 6.05.

         Moody's: Moody's Investors Service, Inc.

         Mortgage: The mortgage, deed of trust or other instrument creating a
first lien on or first priority ownership interest in an estate in fee simple in
real property securing a Mortgage Note.

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

         Mortgage Loans: Such of the Mortgage Loans transferred and assigned to
the Trustee pursuant to the provisions hereof, as from time to time are held as
a part of the Trust Fund (including any REO Property), the mortgage loans so
held being identified in the Mortgage Loan Schedule, notwithstanding foreclosure
or other acquisition of title of the related Mortgaged Property. Any mortgage
loan that was intended by the parties hereto to be transferred to the Trust Fund
as indicated by such Mortgage Loan Schedule which is in fact not so transferred
for any reason including, without limitation, a breach of the representation
contained in Section 2.03(b)(v) hereof, shall continue to be a Mortgage Loan
hereunder until the Purchase Price with respect thereto has been paid to the
Trust Fund. Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase
Agreement dated as of ____ __, 200__, between the Seller, as seller and the
Depositor, as purchaser.

         Mortgage Loan Purchase Price: The price, calculated as set forth in
Section 11.01, to be paid in connection with the repurchase of the Mortgage
Loans pursuant to Section 11.01.

         Mortgage Loan Schedule: The list of Mortgage Loans (as from time to
time amended by the Company or the Master Servicer to reflect the deletion of
Deleted Mortgage Loans and the addition of Replacement Mortgage Loans pursuant
to the provisions of this Agreement) transferred to the Trustee as part of the
Trust Fund and from time to time subject to this Agreement, the initial Mortgage
Loan Schedule being attached hereto as Exhibit B, setting forth the following
information with respect to each Mortgage Loan:

(i)      the loan number;

(ii)     the Mortgage Rate in effect as of the Cut-off Date;

(iii)    the Servicer (or the Company, if it services the Mortgage Loan),the
         Servicing Fee Rate and the Master Servicing Fee Rate;

(iv)     the Net Mortgage Rate in effect as of the Cut-off Date;

(v)      the maturity date;

(vi)     the original principal balance;

(vii)    the Cut-off Date Principal Balance;

(viii)   the original term;

(ix)     the remaining term;

(x)      the property type; and

(xi)     the MIN with respect to each Mortgage Loan. Such schedule shall also
         set forth the aggregate Cut-off Date Principal Balance for all of the
         Mortgage Loans.

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

         Mortgage Rate: The annual rate of interest borne by a Mortgage Note.

         Mortgaged Property: The underlying property securing a Mortgage Loan.

         Mortgagor: The obligors on a Mortgage Note.

         Net Interest Shortfalls: Shall mean Interest Shortfalls net of payments
by the Company, the Servicer or the Master Servicer in respect of Compensating
Interest.

         Net Monthly Excess Cashflow: With respect to any Distribution Date, the
sum of (a) any Overcollateralization Release Amount and (b) the excess of (x)
the Available Funds for such Distribution Date over (y) the sum for such
Distribution Date of (A) the aggregate amount of the Monthly Interest
Distributable Amount for the Offered Certificates and (B) the Principal
Remittance Amount.

         Net Mortgage Rate: As to each Mortgage Loan, and at any time, the per
annum rate equal to the related Mortgage Rate less the sum of (i) the Servicing
Fee Rate, (ii) the Master Servicing Fee Rate and (iii) the rate at which the
LPMI Fee is calculated, if any.

         Net WAC Rate Cap: With respect to each Class of Offered Certificates
and each Distribution Date shall mean the weighted average of the Net Mortgage
Rates of the Mortgage Loans, weighted based on their Stated Principal Balances
as of the first day of the calendar month preceding the month in which the
Distribution Date occurs.

         Non-Book-Entry Certificate: Any Certificate other than a Book-Entry
Certificate.

         Nonrecoverable Advance: Any portion of an Advance previously made or
proposed to be made by the Company or the Master Servicer pursuant to this
Agreement or the related Servicer pursuant to the related Servicing Agreement,
that, in the good faith judgment of the Company, the Master Servicer or the
related Servicer, will not or, in the case of a proposed advance, would not, be
ultimately recoverable by it from the related Mortgagor, related Liquidation
Proceeds, Insurance Proceeds or otherwise.

         Offered Certificates: The Class [A-1], Class [M-1], Class [M-2] and
Class [B-1] Certificates.

         Officer's Certificate: A certificate (i) signed by the Chairman of the
Board, the Vice Chairman of the Board, the President, a Vice President (however
denominated), an Assistant Vice President, the Treasurer, the Secretary, or one
of the assistant treasurers or assistant secretaries of the Depositor or the
Master Servicer (or any other officer customarily performing functions similar
to those performed by any of the above designated officers and also to whom,
with respect to a particular matter, such matter is referred because of such
officer's knowledge of and familiarity with a particular subject) or (ii), if
provided for in this Agreement, signed by a Servicing Officer, as the case may
be, and delivered to the Depositor, the Seller, the Securities Administrator,
the Master Servicer and/or the Trustee, as the case may be, as required by this
Agreement.

         One-Month LIBOR: With respect to any Accrual Period, the rate
determined by the Securities Administrator on the related Interest Determination
Date on the basis of the rate for U.S. dollar deposits for one month that
appears on Telerate Screen Page 3750 as of 11:00 a.m. (London time) on such
Interest Determination Date; provided that the parties hereto acknowledge that
One-Month LIBOR for the first Accrual Period shall equal _____% per annum. If
such rate does not appear on such page (or such other page as may replace that
page on that service, or if such service is no longer offered, such other
service for displaying One-Month LIBOR or comparable rates as may be reasonably
selected by the Securities Administrator), One-Month LIBOR for the applicable
Accrual Period will be the Reference Bank Rate. If no such quotations can be
obtained by the Securities Administrator and no Reference Bank Rate is
available, One-Month LIBOR will be One-Month LIBOR applicable to the preceding
Accrual Period. The establishment of One-Month LIBOR on each Interest
Determination Date by the Securities Administrator and the Securities
Administrator's calculation of the rate of interest applicable to the Class
[M-2] Certificates and Class [B-1] Certificates for the related Accrual Period
shall, in the absence of manifest error, be final and binding.

         Opinion of Counsel: A written opinion of counsel, who may be counsel
for the Seller, the Depositor, the Company or the Master Servicer, reasonably
acceptable to each addressee of such opinion; provided that with respect to
Section 2.05, 8.05, 8.07 or 12.01, or the interpretation or application of the
REMIC Provisions, such counsel must (i) in fact be independent of the Seller,
Depositor, the Company and the Master Servicer, (ii) not have any direct
financial interest in the Seller, Depositor, the Company or the Master Servicer
or in any affiliate of either, and (iii) not be connected with the Seller,
Depositor, the Company or the Master Servicer as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar functions.

         Optional Termination: The termination of the Trust Fund created
hereunder as a result of the purchase of all of the Mortgage Loans and any REO
Property pursuant to the last sentence of Section 11.01 hereof.

         Optional Termination Date: The first Distribution Date on which the
Trust Fund may be terminated at the option of the [Master Servicer] as described
under Section 11.01.

         Original Value: The value of the property underlying a Mortgage Loan
based, in the case of the purchase of the underlying Mortgaged Property, on the
lower of an appraisal or the sales price of such property or, in the case of a
refinancing, on an appraisal.

         Originator: With respect to each Mortgage Loan, shall mean the
originator set forth in the Mortgage Loan Schedule for such Mortgage Loan.

         OTS: The Office of Thrift Supervision.

         Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore executed and authenticated under
this Agreement except:

         (a) Certificates theretofore canceled by the Trustee or delivered to
the Trustee for cancellation; and

         (b) Certificates in exchange for which or in lieu of which other
Certificates have been executed and delivered by the Trustee pursuant to this
Agreement.

         Outstanding Mortgage Loan: As of any date of determination, a Mortgage
Loan with a Stated Principal Balance greater than zero that was not the subject
of a Principal Prepayment in full, and that did not become a Liquidated Loan,
prior to the end of the related Prepayment Period.

         Overcollateralized Amount: With respect to any Distribution Date, is
the excess, if any, of (a) the aggregate Stated Principal Balances of the
Mortgage Loans as of the last day of the related Due Period over (b) the
Certificate Principal Balances of the Offered Certificates on such Distribution
Date (after taking into account the payment of principal other than any Extra
Principal Distribution Amount on such Certificates).

         Overcollateralization Increase Amount: As of any Distribution Date
after the Distribution Date in ______ 200__ the excess, if any, of (a) the
Overcollateralization Target Amount over (b) the Overcollateralized Amount on
such Distribution Date (after taking into account payments to the Offered
Certificates of the Basic Principal Distribution Amount on such Distribution
Date).

         Overcollateralization Release Amount: With respect to any Distribution
Date, the lesser of (x) the Principal Remittance Amount for such Distribution
Date and (y) the excess, if any, of (i) the Overcollateralized Amount for such
Distribution Date (assuming that 100% of the Principal Remittance Amount is
applied as a principal payment on such Distribution Date) over (ii) the
Overcollateralization Target Amount for such Distribution Date.

         Overcollateralization Target Amount: With respect to any Distribution
Date, $________.

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

         Pass-Through Rate: With respect to each Class of Certificates, the
applicable Pass-Through Rate for each such Class as set forth in the Preliminary
Statement.

         Percentage Interest: With respect to any Certificate of a specified
Class, the Percentage Interest set forth on the face thereof or the percentage
obtained by dividing the Denomination of such Certificate by the aggregate of
the Denominations of all Certificates of the such Class.

         Permitted Investments: At any time, any one or more of the following
obligations and securities:

         (i)      obligations of the United States or any agency thereof,
                  provided such obligations are backed by the full faith and
                  credit of the United States;

         (ii)     general obligations of or obligations guaranteed by any state
                  of the United States or the District of Columbia receiving the
                  highest long-term debt rating of each Rating Agency, or such
                  lower rating as will not result in the downgrading or
                  withdrawal of the ratings then assigned to the Certificates by
                  each Rating Agency;

         (iii)    [Reserved];

         (iv)     commercial or finance company paper which is then receiving
                  the highest commercial or finance company paper rating of each
                  Rating Agency, or such lower rating as will not result in the
                  downgrading or withdrawal of the ratings then assigned to the
                  Certificates by each Rating Agency;

         (v)      certificates of deposit, demand or time deposits, or bankers'
                  acceptances issued by any depository institution or trust
                  company incorporated under the laws of the United States or of
                  any state thereof and subject to supervision and examination
                  by federal and/or state banking authorities (including the
                  Trustee in its commercial banking capacity), provided that the
                  commercial paper and/or long term unsecured debt obligations
                  of such depository institution or trust company are then rated
                  one of the two highest long-term and the highest short-term
                  ratings of each such Rating Agency for such securities, or
                  such lower ratings as will not result in the downgrading or
                  withdrawal of the rating then assigned to the Certificates by
                  any Rating Agency;

         (vi)     demand or time deposits or certificates of deposit issued by
                  any bank or trust company or savings institution to the extent
                  that such deposits are fully insured by the FDIC;

         (vii)    guaranteed reinvestment agreements issued by any bank,
                  insurance company or other corporation containing, at the time
                  of the issuance of such agreements, such terms and conditions
                  as will not result in the downgrading or withdrawal of the
                  rating then assigned to the Certificates by any such Rating
                  Agency;

         (viii)   repurchase obligations with respect to any security described
                  in clauses (i) and (ii) above, in either case entered into
                  with a depository institution or trust company (acting as
                  principal) described in clause (v) above;

         (ix)     securities (other than stripped bonds, stripped coupons or
                  instruments sold at a purchase price in excess of [115]% of
                  the face amount thereof) bearing interest or sold at a
                  discount issued by any corporation incorporated under the laws
                  of the United States or any state thereof which, at the time
                  of such investment, have one of the two highest long term
                  ratings of each Rating Agency (except if the Rating Agency is
                  Moody's, such rating shall be the highest commercial paper
                  rating of Moody's for any such securities), or such lower
                  rating as will not result in the downgrading or withdrawal of
                  the rating then assigned to the Certificates by any Rating
                  Agency, as evidenced by a signed writing delivered by each
                  Rating Agency;

         (x)      interests in any money market fund (including any such fund
                  managed or advised by the Trustee or Master Servicer or any
                  affiliate thereof) which at the date of acquisition of the
                  interests in such fund and throughout the time such interests
                  are held in such fund has the highest applicable long term
                  rating by each Rating Agency or such lower rating as will not
                  result in the downgrading or withdrawal of the ratings then
                  assigned to the Certificates by each Rating Agency;

         (xi)     short term investment funds sponsored by any trust company or
                  banking association incorporated under the laws of the United
                  States or any state thereof (including any such fund managed
                  or advised by the Trustee or any affiliate thereof) which on
                  the date of acquisition has been rated by each Rating Agency
                  in their respective highest applicable rating category or such
                  lower rating as will not result in the downgrading or
                  withdrawal of the ratings then assigned to the Certificates by
                  each Rating Agency; and

         (xii)    such other investments having a specified stated maturity and
                  bearing interest or sold at a discount acceptable to each
                  Rating Agency as will not result in the downgrading or
                  withdrawal of the rating then assigned to the Certificates by
                  any Rating Agency, as evidenced by a signed writing delivered
                  by each Rating Agency; provided, that no such instrument shall
                  be a Permitted Investment if such instrument (i) evidences the
                  right to receive interest only payments with respect to the
                  obligations underlying such instrument, (ii) is purchased at a
                  premium or (iii) is purchased at a deep discount; provided
                  further that no such instrument shall be a Permitted
                  Investment (A) if such instrument evidences principal and
                  interest payments derived from obligations underlying such
                  instrument and the interest payments with respect to such
                  instrument provide a yield to maturity of greater than 120% of
                  the yield to maturity at par of such underlying obligations,
                  or (B) if it may be redeemed at a price below the purchase
                  price (the foregoing clause (B) not to apply to investments in
                  units of money market funds pursuant to clause (vii) above);
                  provided further that no amount beneficially owned by the
                  REMIC Trust may be invested in investments (other than money
                  market funds) treated as equity interests for federal income
                  tax purposes, unless the Master Servicer shall receive an
                  Opinion of Counsel, at the expense of the Master Servicer, to
                  the effect that such investment will not adversely affect the
                  status of the REMIC Trust as a REMIC under the Code or result
                  in imposition of a tax on the REMIC Trust. Permitted
                  Investments that are subject to prepayment or call may not be
                  purchased at a price in excess of par.

         Permitted Transferee: Any person other than (i) the United States, any
State or political subdivision thereof, any possession of the United States or
any agency or instrumentality of any of the foregoing, (ii) a foreign
government, International Organization or any agency or instrumentality of
either of the foregoing, (iii) an organization (except certain farmers'
cooperatives described in section 521 of the Code) that is exempt from tax
imposed by Chapter 1 of the Code (including the tax imposed by section 511 of
the Code on unrelated business taxable income) on any excess inclusions (as
defined in section 860E(c)(1) of the Code) with respect to the Class R
Certificate, (iv) rural electric and telephone cooperatives described in section
1381(a)(2)(C) of the Code, (v) a Person that is not a citizen or resident of the
United States, a corporation, partnership (other than a partnership that has any
direct or indirect foreign partners) or other entity (treated as a corporation
or a partnership for federal income tax purposes), created or organized in or
under the laws of the United States, any state thereof or the District of
Columbia, an estate whose income from sources without the United States is
includible in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more United States persons have authority to control all substantial decisions
of the trustor and (vi) any other Person so designated by the Trustee based upon
an Opinion of Counsel addressed to the Trustee (which shall not be an expense of
the Trustee) that states that the Transfer of an Ownership Interest in the Class
R Certificate to such Person may cause the REMIC Trust created hereunder to fail
to qualify as a REMIC at any time that any Certificates are Outstanding. The
terms "United States," "State" and "International Organization" shall have the
meanings set forth in section 7701 of the Code or successor provisions. A
corporation will not be treated as an instrumentality of the United States or of
any State or political subdivision thereof for these purposes if all of its
activities are subject to tax and, with the exception of Freddie Mac, a majority
of its board of directors is not selected by such government unit.

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

         Prepayment Assumption: The applicable rate of prepayment, as described
in the Prospectus Supplement relating to each Class of Offered Certificates.

         Prepayment Interest Shortfall: With respect to any Distribution Date,
for each Mortgage Loan that was the subject of a partial Principal Prepayment, a
Principal Prepayment in full, or that became a Liquidated Loan during the
related Prepayment Period, (other than a Principal Prepayment in full resulting
from the purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 4.21 or
11.01 hereof), the amount, if any, by which (i) one month's interest at the
applicable Net Mortgage Rate on the Stated Principal Balance of such Mortgage
Loan immediately prior to such prepayment (or liquidation) or in the case of a
partial Principal Prepayment on the amount of such prepayment (or liquidation
proceeds) exceeds (ii) the amount of interest paid or collected in connection
with such Principal Prepayment or such liquidation proceeds less the sum of (a)
the related Servicing Fee and (b) the LPMI Fee, if any.

         Prepayment Period: As to any Distribution Date and (i) each Company
Mortgage Loan, the calendar month immediately preceding the month in which such
Distribution Date occurs and (ii) any other Mortgage Loan, the period set forth
in the related Servicing Agreement.

         Primary Mortgage Insurance Policy: Any primary mortgage guaranty
insurance policy issued in connection with a Mortgage Loan which provides
compensation to a Mortgage Note holder in the event of default by the obligor
under such Mortgage Note or the related security instrument, if any or any
replacement policy therefor through the related Accrual Period for such Class
relating to a Distribution Date.

         Principal Distribution Amount: With respect to each Distribution Date,
is equal to the sum of the Basic Principal Distribution Amount for such
Distribution Date, plus any Extra Principal Distribution Amount for such
Distribution Date.

         Principal Funds: With respect to any Distribution Date, (i) the sum,
without duplication, of (a) all scheduled principal collected during the related
Due Period, (b) all Advances relating to principal made on or prior to the
Distribution Account Deposit Date, (c) Principal Prepayments exclusive of
prepayment charges or penalties collected during the related Prepayment Period,
(d) the Stated Principal Balance of each Mortgage Loan that was repurchased by
the Seller pursuant to Sections 2.02 or 2.03 or by the Company pursuant to
Section 4.21, (e) the aggregate of all Substitution Adjustment Amounts for the
related Determination Date in connection with the substitution of Mortgage Loans
pursuant to Section 2.03(c), (e) all Liquidation Proceeds collected during the
related Prepayment Period (to the extent such Liquidation Proceeds relate to
principal) and remitted by the Company or the related Servicer to the
Distribution Account pursuant to this Agreement or the related Servicing
Agreement and (f) amounts in respect of principal paid by the [Master Servicer]
pursuant to Section 11.01 minus (ii) all amounts required to be reimbursed
pursuant to Sections 5.02, 5.04, 5.06 and 5.08 or as otherwise set forth in this
Agreement.

         Principal Remittance Amount: With respect to each Distribution Date,
the sum of the amounts listed in clauses (a) through (e) of the definition of
Principal Funds.

         Principal Prepayment: Any Mortgagor payment or other recovery of (or
proceeds with respect to) principal on a Mortgage Loan (including loans
purchased or repurchased under Sections 2.02, 2.03, 4.21 and 11.01 hereof) that
is received in advance of its scheduled Due Date and is not accompanied by an
amount as to interest representing scheduled interest due on any date or dates
in any month or months subsequent to the month of prepayment. Partial Principal
Prepayments shall be applied by the Company or the related Servicer, as
appropriate, in accordance with the terms of the related Mortgage Note.

         Private Certificate: The Class R Certificate.

         Prospectus Supplement: The Prospectus Supplement dated ___________ __,
20__ relating to the public offering of the Offered Certificates.

         Protected Account: Each account established and maintained by the
Company with respect to receipts on the Mortgage Loans and REO Property in
accordance with Section 5.01 hereof or by the related Servicer in accordance
with the related Servicing Agreement.

         PUD: A Planned Unit Development.

         Purchase Price: With respect to any Mortgage Loan required to be
repurchased by the Seller pursuant to Section 2.02 or 2.03 hereof, an amount
equal to the sum of (i) 100% of the outstanding principal balance of the
Mortgage Loan as of the date of such purchase plus (ii) accrued interest thereon
at the applicable Mortgage Rate through the first day of the month in which the
Purchase Price is to be distributed to Certificateholders, reduced by any
portion of the Servicing Fee, Master Servicing Fee, Servicing Advances and
Advances payable to the purchaser of the Mortgage Loan plus and (iii) any costs
and damages (if any) incurred by the Trust in connection with any violation of
such Mortgage Loan of any predatory or abusive lending laws.

         Rating Agency: Each of [Moody's] and [S&P]. If any such organization or
its successor is no longer in existence, "Rating Agency" shall be a nationally
recognized statistical rating organization, or other comparable Person,
designated by the Depositor, notice of which designation shall be given to the
Trustee. References herein to a given rating category of a Rating Agency shall
mean such rating category without giving effect to any modifiers.

         Realized Loss: With respect to each Mortgage Loan as to which a Final
Recovery Determination has been made, an amount (not less than zero) equal to
(i) the unpaid principal balance of such Mortgage Loan as of the commencement of
the calendar month in which the Final Recovery Determination was made, plus (ii)
accrued interest from the Due Date as to which interest was last paid by the
Mortgagor through the end of the calendar month in which such Final Recovery
Determination was made, calculated in the case of each calendar month during
such period (A) at an annual rate equal to the annual rate at which interest was
then accruing on such Mortgage Loan and (B) on a principal amount equal to the
Stated Principal Balance of such Mortgage Loan as of the close of business on
the Distribution Date during such calendar month, minus (v) the proceeds, if
any, received in respect of such Mortgage Loan during the calendar month in
which such Final Recovery Determination was made, net of amounts that are
payable therefrom to the Company pursuant to this Agreement or the applicable
Servicer pursuant to the related Servicing Agreement.

         With respect to any REO Property as to which a Final Recovery
Determination has been made, an amount (not less than zero) equal to (i) the
unpaid principal balance of the related Mortgage Loan as of the date of
acquisition of such REO Property on behalf of the REMIC Trust, plus (ii) accrued
interest from the Due Date as to which interest was last paid by the Mortgagor
in respect of the related Mortgage Loan through the end of the calendar month
immediately preceding the calendar month in which such REO Property was
acquired, calculated in the case of each calendar month during such period (A)
at an annual rate equal to the annual rate at which interest was then accruing
on the related Mortgage Loan and (B) on a principal amount equal to the Stated
Principal Balance of the related Mortgage Loan as of the close of business on
the Distribution Date during such calendar month, plus (iii) REO Imputed
Interest for such REO Property for each calendar month commencing with the
calendar month in which such REO Property was acquired and ending with the
calendar month in which such Final Recovery Determination was made, minus (iv)
the aggregate of all unreimbursed Advances and Servicing Advances.

         With respect to each Mortgage Loan which has become the subject of a
Deficient Valuation, the difference between the principal balance of the
Mortgage Loan outstanding immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by the Deficient Valuation.

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

         Record Date: With respect to the Certificates (other than the Class
[M-2] Certificates and Class [B-1] Certificates) and any Distribution Date, the
close of business on the last Business Day of the month preceding the month in
which such Distribution Date occurs. With respect to any Distribution Date and
the Class [M-2] Certificates and Class [B-1] Certificates, so long as the Class
[M-2] Certificates and Class [B-1] Certificates are Book-Entry Certificates, the
Business Day preceding such Distribution Date, and otherwise, the close of
business on the last Business Day of the month preceding the month in which such
Distribution Date occurs.

         Reference Banks: Shall mean leading banks selected by the Securities
Administrator and engaged in transactions in Eurodollar deposits in the
international Eurocurrency market (i) with an established place of business in
London, (ii) which have been designated as such by the Securities Administrator
and (iii) which are not controlling, controlled by, or under common control
with, the Depositor, the Seller or the Master Servicer.

         Reference Bank Rate: With respect to any Accrual Period shall mean the
arithmetic mean, rounded upwards, if necessary, to the nearest whole multiple of
[0.03125%], of the offered rates for United States dollar deposits for one month
that are quoted by the Reference Banks as of 11:00 a.m., New York City time, on
the related Interest Determination Date to prime banks in the London interbank
market for a period of one month in an amount approximately equal to the
aggregate Certificate Principal Balance of the Class [M-2] Certificates and
Class [B-1] Certificates for such Accrual Period, provided that at least two
such Reference Banks provide such rate. If fewer than two offered rates appear,
the Reference Bank Rate will be the arithmetic mean, rounded upwards, if
necessary, to the nearest whole multiple of [0.03125]%, of the rates quoted by
one or more major banks in New York City, selected by the Securities
Administrator, as of 11:00 a.m., New York City time, on such date for loans in
United States dollars to leading European banks for a period of one month in
amounts approximately equal to the aggregate Certificate Principal Balance of
the Class [M-2] Certificates and Class [B-1] Certificates for such Accrual
Period.

         Regular Certificate: Any Certificate other than the Class R
Certificate.

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

         Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended or any similar state law.

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

         REMIC Trust: The segregated pool of assets described in Section
6.06(a).

         REMIC Certificates: The REMIC Regular Certificates and the Class R
Certificate.

         REMIC Opinion: Shall mean an Opinion of Counsel to the effect that the
proposed action will not have an adverse affect on the REMIC Trust.

         REMIC Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
proposed, temporary and final regulations and published rulings, notices and
announcements promulgated thereunder, as the foregoing may be in effect from
time to time as well as provisions of applicable state laws.

         REMIC Regular Certificate: A Class A-1, Class M-[1], Class M-[2] or
Class [B-1] Certificate.

         Remittance Date: Shall mean (i) with respect to the Company, the
Business Day immediately preceding the Distribution Account Deposit Date and
(ii) with respect to the related Servicer, the date specified in the related
Servicing Agreement.

         Remittance Report: As defined in Section 6.04(d).

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

         REO Property: A Mortgaged Property acquired by the Company or the
related Servicer through foreclosure or deed-in-lieu of foreclosure in
connection with a defaulted Mortgage Loan.

         Replacement Mortgage Loan: A Mortgage Loan or Mortgage Loans in the
aggregate substituted by the Seller for a Deleted Mortgage Loan, which must, on
the date of such substitution, as confirmed in a Request for Release, (i) have a
Stated Principal Balance, after deduction of the principal portion of the
Scheduled Payment due in the month of substitution, not in excess of, and not
less than [90]% of, the Stated Principal Balance of the Deleted Mortgage Loan;
(ii) have a fixed Mortgage Rate not less than or more than 1% per annum higher
than the Mortgage Rate of the Deleted Mortgage Loan; (iii) have the same or
higher credit quality characteristics than that of the Deleted Mortgage Loan;
(iv) have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage
Loan; (v) have a remaining term to maturity no greater than (and not more than
one year less than) that of the Deleted Mortgage Loan; (vi) not permit
conversion of the Mortgage Rate from a fixed rate to a variable rate; (vii) have
the same lien priority as the Deleted Mortgage Loan; (viii) constitute the same
occupancy type as the Deleted Mortgage Loan or be owner occupied; and (ix)
comply with each representation and warranty set forth in Section 2.03 hereof.

         Repurchase Price: With respect to each Mortgage Loan, a price equal to
(i) the outstanding principal balance of such Mortgage Loan, plus (ii) interest
on such outstanding principal balance at the Mortgage Rate (net of the Servicing
Fee Rate) from the last date through which interest has been paid to the end of
the month of repurchase, less (iii) amounts advanced by the Company or the
related Servicer in respect of such repurchased Mortgage Loan which are being
held in the Master Servicer Collection Account for remittance to the Trustee
plus (iv) any costs and damages (if any) incurred by the Trust in connection
with any violation of such Mortgage Loan of any predatory or abusive lending
laws.

         Request for Release: The Request for Release to be submitted by the
Seller, the Company, the related Servicer or the Master Servicer to the
Custodian substantially in the form of Exhibit H. Each Request for Release
furnished to the Custodian by the Seller, the Company, the related Servicer or
the Master Servicer shall be in duplicate and shall be executed by an officer of
such Person or a Servicing Officer (or, if furnished electronically to the
Custodian, shall be deemed to have been sent and executed by an officer of such
Person or a Servicing Officer) of the Company or the related Servicer, as
applicable.

         Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy that is required to be maintained from time to time under this
Agreement or the related Servicing Agreement.

         Responsible Officer: With respect to the Trustee, any Vice President,
any Assistant Vice President, the Secretary, any Assistant Secretary, or any
Trust Officer with specific responsibility for the transactions contemplated
hereby, any other officer customarily performing functions similar to those
performed by any of the above designated officers or other officers of the
Trustee specified by the Trustee, as to whom, with respect to a particular
matter, such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

         S&P: Standard & Poor's, a division of The McGraw-Hill Companies, Inc.

         Scheduled Payment: The scheduled monthly payment on a Mortgage Loan due
on any Due Date allocable to principal and/or interest on such Mortgage Loan.

         Securities Act: The Securities Act of 1933, as amended.

         Securities Administrator: ________________________________, in its
capacity as securities administrator hereunder, and its successors and assigns.

         Seller: ________________________, a ____________________, and its
successors and assigns, in its capacity as seller of the Mortgage Loans to the
Depositor.

         Senior Certificates: The Class [A-1] Certificates.

         Servicer: Either ___________________ or _____________.

         Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses (including reasonable legal fees) incurred in the
performance by the Company or the related Servicer of its servicing obligations
hereunder or under the related Servicing Agreement, including, but not limited
to, the cost of (i) the preservation, restoration and protection of a Mortgaged
Property, (ii) any enforcement or judicial proceedings, including foreclosures,
and including any expenses incurred in relation to any such proceedings that
result from the Mortgage Loan being registered in the MERS(R) System, (iii) the
management and liquidation of any REO Property (including, without limitation,
realtor's commissions) and (iv) compliance with any obligations under Section
3.07 hereof to cause insurance to be maintained.

         Servicing Agreement: Shall mean ______________________.

         Servicing Criteria: The "servicing criteria" set forth in Item 1122(d)
of Regulation  AB, as such may be amended from time to time, or those  Servicing
Criteria  otherwise  mutually  agreed to by EMC and the  applicable  Servicer in
response to evolving  interpretations  of Regulation AB and incorporated  into a
revised Exhibit P.

         Servicing Fee: As to each Mortgage Loan and any Distribution Date, an
amount equal to 1/12th of the Servicing Fee Rate multiplied by the Stated
Principal Balance of such Mortgage Loan as of the last day of the related Due
Period or, in the event of any payment of interest that accompanies a Principal
Prepayment in full during the related Due Period made by the Mortgagor
immediately prior to such prepayment, interest at the Servicing Fee Rate on the
Stated Principal Balance of such Mortgage Loan for the period covered by such
payment of interest.

         Servicing Fee Rate: ___% per annum.

         Servicing Modification: With respect to any Mortgage Loan that is in
default or, in the reasonable judgment of the Company or the related Servicer,
as to which default is reasonably foreseeable, any modification which is
effected by the Company or the related Servicer in accordance with the terms of
this Agreement or the related Servicing Agreement which results in any change in
the outstanding Stated Principal Balance, any change in the Mortgage Rate or any
extension of the term of such Mortgage Loan.

         Servicing Officer: Any officer of the Company or the related Servicer
involved in, or responsible for, the administration and servicing of the
Mortgage Loans (i) in the case of the Company, whose name and facsimile
signature appear on a list of servicing officers furnished to the Trustee by the
Company on the Closing Date pursuant to this Agreement, as such list may from
time to time be amended and (ii) in the case of the related Servicer, as to
which evidence reasonably acceptable to the Trustee, as applicable, of due
authorization, by such party has been furnished from time to time to the
Trustee.

         Startup Day: The Startup Day for the REMIC Trust formed hereunder shall
be the Closing Date.

         Stated Principal Balance: With respect to any Mortgage Loan or related
REO Property and any Distribution Date, the Cut-off Date Principal Balance
thereof minus the sum of (i) the principal portion of the Scheduled Payments due
with respect to such Mortgage Loan during each Due Period ending prior to such
Distribution Date (and irrespective of any delinquency in their payment), (ii)
all Principal Prepayments with respect to such Mortgage Loan received prior to
or during the related Prepayment Period, and all Liquidation Proceeds to the
extent applied by the Company or the related Servicer as recoveries of principal
in accordance with Section 3.09 or the related Servicing Agreement with respect
to such Mortgage Loan, that were received by the Company or the Servicer as of
the close of business on the last day of the Prepayment Period related to such
Distribution Date and (iii) any Realized Losses on such Mortgage Loan incurred
during the related Prepayment Period. The Stated Principal Balance of a
Liquidated Loan equals zero.

         Subordinated Certificates: The Class [M-1], Class [M-2] and Class [B-1]
Certificates.

         Subservicer Assignment Agreement: The Assignment, Assumption and
Recognition Agreement, dated as of _____ ___, 200___, by and among the Seller,
Subservicer and the Trustee evidencing the assignment of the Subservicer
Servicing Agreement to the Trust.

         Subservicer Loans: Those Mortgage Loans subject to this Agreement which
were purchased by the Seller from Subservicer pursuant to the Subservicer
Servicing Agreement.

         Subservicer Servicing Agreement: The Servicing Agreement, dated as of
_____ 1, 200__, by and between the Seller and Subservicer.

         Subservicing Agreement: Any agreement entered into between the Company
and a subservicer with respect to the subservicing of any Mortgage Loan
hereunder by such subservicer.

         Substitution Adjustment Amount: The meaning ascribed to such term
pursuant to Section 2.03(c).

         Successor Master Servicer: The meaning ascribed to such term pursuant
to Section 9.01.

         Tax Matters Person: The person designated as "tax matters person" in
the manner provided under Treasury regulation ss. 1.860F-4(d) and temporary
Treasury regulation ss. 301.6231(a)(7)-1T. The holder of the Class R Certificate
shall be the Tax Matters Person for the REMIC Trust. The Securities
Administrator, or any successor thereto or assignee thereof shall serve as tax
administrator hereunder and as agent for the related Tax Matters Person.

         [10%] Clean-up Call Date: Shall mean the first Distribution Date in or
after __________ 200__ upon which the Stated Principal Balance of the Mortgage
Loans as of the end of the related Due Period is less than or equal to [10%] of
the aggregate Cut-off Date Principal Balance of the Mortgage Loans.

         Transfer Affidavit: As defined in Section 7.02(c).

         Transfer: Any direct or indirect transfer or sale of any Ownership
Interest in a Certificate.

         Trust Fund: The corpus of the trust created hereunder consisting of (i)
the Mortgage Loans and all interest accruing and principal due with respect
thereto after the Cut-off Date to the extent not applied in computing the
Cut-off Date Principal Balance thereof; (ii) the Distribution Account, the
Master Servicer Collection Account maintained by the Master Servicer and the
Protected Accounts maintained by the Company and the Servicers and all amounts
deposited therein pursuant to the applicable provisions of this Agreement and
the Servicing Agreements; (iii) property that secured a Mortgage Loan and has
been acquired by foreclosure, deed in lieu of foreclosure or otherwise; (iv) the
mortgagee's rights under the Insurance Policies with respect to the Mortgage
Loans; (v) the Servicing Agreement and the Assignment Agreements; (vi) the
rights under the Mortgage Loan Purchase Agreement, and (vii) all proceeds of the
foregoing, including proceeds of conversion, voluntary or involuntary, of any of
the foregoing into cash or other liquid property.

         Trustee: ____________________, a ____________________________, not in
its individual capacity, but solely in its capacity as trustee for the benefit
of the Certificateholders under this Agreement, and any successor thereto, and
any corporation or national banking association resulting from or surviving any
consolidation or merger to which it or its successors may be a party and any
successor trustee as may from time to time be serving as successor trustee
hereunder.

         Unpaid Interest Shortfalls: Shall mean Interest Shortfalls net of
payments by the Company, the related Servicer or the Master Servicer in respect
of Compensating Interest.

         Voting Rights: The portion of the voting rights of all the Certificates
that is allocated to any Certificate for purposes of the voting provisions
hereunder. All of the Voting Rights shall be allocated to the Certificates other
than the Class R Certificate, with the allocation among the Certificates other
than the Class R Certificate to be in proportion to the Certificate Principal
Balance of each such Class relative to the Certificate Principal Balance of all
other such Classes. Voting Rights will be allocated among the Certificates of
each such Class in accordance with their respective Percentage Interests.

         Section 1.02 Allocation of Certain Interest Shortfalls.

         For purposes of calculating the amount of the Monthly Interest
Distributable Amount for the Class [A-1], Class [M-1], Class [M-2] and the Class
[B-1] Certificates for any Distribution Date, (1) the aggregate amount of any
Unpaid Interest Shortfalls in respect of the Mortgage Loans for any Distribution
Date shall be allocated among the Certificates in proportion to the amount of
the Monthly Interest Distributable Amount that would have been allocated to such
Certificates in the absence of such Unpaid Interest Shortfalls and (2) the
interest portion of Realized Losses for the Mortgage Loans will be allocated
first to the Class [B-1] Certificates, second to the Class [M-2] Certificates,
and third to the Class [M-1] Certificates, and following the Cross-Over Date to
the Class [A-1] Certificates.

<PAGE>

                                   ARTICLE II

                            CONVEYANCE OF TRUST FUND
                         REPRESENTATIONS AND WARRANTIES

         Section 2.01 Conveyance of Trust Fund.

         The Seller hereby sells, transfers, assigns, sets over and otherwise
conveys to the Depositor, without recourse, all the right, title and interest of
the Seller in and to the assets in the Trust Fund.

         The Seller has entered into this Agreement in consideration for the
purchase of the Mortgage Loans by the Depositor and has agreed to take the
actions specified herein.

         The Depositor, concurrently with the execution and delivery hereof,
hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee
for the use and benefit of the Certificateholders, without recourse, all the
right, title and interest of the Depositor in and to the Trust Fund.

         In connection with such sale, the Depositor has delivered to, and
deposited with, the Trustee or the Custodian, as its agent, the following
documents or instruments with respect to each Mortgage Loan so assigned: (i) the
original Mortgage Note, including any riders thereto, endorsed without recourse
to the order of "[Name of Trustee], as Trustee for certificateholders of Bear
Stearns Asset Backed Securities Trust 200__-___, Asset Backed Certificates,
Series 200__-___," and showing to the extent available to the Seller an unbroken
chain of endorsements from the original payee thereof to the Person endorsing it
to the Trustee, (ii) the original Mortgage and, if the related Mortgage Loan is
a MOM Loan, noting the presence of the MIN and language indicating that such
Mortgage Loan is a MOM Loan, which shall have been recorded (or if the original
is not available, a copy), with evidence of such recording indicated thereon (or
if clause (x) in the proviso below applies, shall be in recordable form), (iii)
unless the Mortgage Loan is a MOM Loan, the assignment (either an original or a
copy, which may be in the form of a blanket assignment if permitted in the
jurisdiction in which the Mortgaged Property is located) to the Trustee of the
Mortgage with respect to each Mortgage Loan in the name of "[Name of Trustee],
as Trustee for certificateholders of Bear Stearns Asset Backed Securities Trust
200__-___, Asset Backed Certificates, Series 200__-___," which shall have been
recorded (or if clause (x) in the proviso below applies, shall be in recordable
form) (iv) an original or a copy of all intervening assignments of the Mortgage,
if any, to the extent available to the Seller, with evidence of recording
thereon, (v) the original policy of title insurance or mortgagee's certificate
of title insurance or commitment or binder for title insurance, if available, or
a copy thereof, or, in the event that such original title insurance policy is
unavailable, a photocopy thereof, or in lieu thereof, a current lien search on
the related Mortgaged Property and (vi) originals or copies of all available
assumption, modification or substitution agreements, if any; provided, however,
that in lieu of the foregoing, the Seller may deliver the following documents,
under the circumstances set forth below: (x) if any Mortgage, assignment thereof
to the Trustee or intervening assignments thereof have been delivered or are
being delivered to recording offices for recording and have not been returned in
time to permit their delivery as specified above, the Depositor may deliver a
true copy thereof with a certification by the Seller or the title company
issuing the commitment for title insurance, on the face of such copy,
substantially as follows: "Certified to be a true and correct copy of the
original, which has been transmitted for recording"; and (y) in lieu of the
Mortgage Notes relating to the Mortgage Loans identified in the list set forth
in Exhibit J, the Depositor may deliver a lost note affidavit and indemnity and
a copy of the original note, if available; and provided, further, however, that
in the case of Mortgage Loans which have been prepaid in full after the Cut-Off
Date and prior to the Closing Date, the Depositor, in lieu of delivering the
above documents, may deliver to the Trustee and its Custodian a certification of
a Servicing Officer to such effect and in such case shall deposit all amounts
paid in respect of such Mortgage Loans, in the Master Servicer Collection
Account or in the Distribution Account on the Closing Date. In the case of the
documents referred to in clause (x) above, the Depositor shall deliver such
documents to the Trustee or its Custodian promptly after they are received. The
Seller shall cause, at its expense, the Mortgage and intervening assignments, if
any, and to the extent required in accordance with the foregoing, the assignment
of the Mortgage to the Trustee to be submitted for recording promptly after the
Closing Date; provided that the Seller need not cause to be recorded any
assignment (a) in any jurisdiction under the laws of which, as evidenced by an
Opinion of Counsel addressed to the Trustee delivered by the Seller to the
Trustee and the Rating Agencies, the recordation of such assignment is not
necessary to protect the Trustee's interest in the related Mortgage Loan or (b)
if MERS is identified on the Mortgage or on a properly recorded assignment of
the Mortgage as mortgagee of record solely as nominee for Seller and its
successors and assigns. In the event that the Seller, the Depositor or the
Master Servicer gives written notice to the Trustee that a court has
recharacterized the sale of the Mortgage Loans as a financing, the Seller shall
submit or cause to be submitted for recording as specified above or, should the
Seller fail to perform such obligations, the Master Servicer shall cause each
such previously unrecorded assignment to be submitted for recording as specified
above at the expense of the Trust. In the event a Mortgage File is released to
the Company or the Servicer as a result of such Person having completed a
Request for Release, the Custodian shall, if not so completed, complete the
assignment of the related Mortgage in the manner specified in clause (iii)
above.
         In connection with the assignment of any Mortgage Loan registered on
the MERS(R) System, the Seller further agrees that it will cause, at the
Seller's own expense, within 30 days after the Closing Date, the MERS(R) System
to indicate that such Mortgage Loans have been assigned by the Seller to the
Depositor and by the Depositor to the Trustee in accordance with this Agreement
for the benefit of the Certificateholders by including (or deleting, in the case
of Mortgage Loans which are repurchased in accordance with this Agreement) in
such computer files (a) the code in the field which identifies the specific
Trustee and (b) the code in the field "Pool Field" which identifies the series
of the Certificates issued in connection with such Mortgage Loans. The Seller
further agrees that it will not, and will not permit the Company, the Servicer
or the Master Servicer to, and the Master Servicer agrees that it will not,
alter the codes referenced in this paragraph with respect to any Mortgage Loan
during the term of this Agreement unless and until such Mortgage Loan is
repurchased in accordance with the terms of this Agreement or the Mortgage Loan
Purchase Agreement.

         Section 2.02 Acceptance of the Mortgage Loans.

         (a) Based on the Initial Certification received by it from the
Custodian, the Trustee acknowledges receipt of, subject to the further review
and exceptions reported by the Custodian pursuant to the procedures described
below, the documents (or certified copies thereof) delivered to the Trustee or
the Custodian on its behalf pursuant to Section 2.01 and declares that it holds
and will continue to hold directly or through a custodian those documents and
any amendments, replacements or supplements thereto and all other assets of the
Trust Fund delivered to it in trust for the use and benefit of all present and
future Holders of the Certificates. On the Closing Date, the Trustee or the
Custodian on its behalf will deliver an Initial Certification in the form
annexed hereto as Exhibit C-1 confirming whether or not it has received the
Mortgage File for each Mortgage Loan, but without review of such Mortgage File,
except to the extent necessary to confirm whether such Mortgage File contains
the original Mortgage Note or a lost note affidavit and indemnity in lieu
thereof. No later than [90] days after the Closing Date, the Trustee or the
Custodian on its behalf shall, for the benefit of the Certificateholders, review
each Mortgage File delivered to it and execute and deliver to the Seller and, if
reviewed by the Custodian, the Trustee, an Interim Certification substantially
in the form annexed hereto as Exhibit C-2. In conducting such review, the
Trustee or the Custodian on its behalf will ascertain whether all required
documents have been executed and received and whether those documents relate,
determined on the basis of the Mortgagor name, original principal balance and
loan number, to the Mortgage Loans identified in Exhibit B to this Agreement, as
supplemented (provided, however, that with respect to those documents described
in subclauses (iv) and (vi) of Section 2.01, such obligations shall extend only
to documents actually delivered pursuant to such subclauses). In performing any
such review, the Trustee and the Custodian may conclusively rely on the
purported due execution and genuineness of any such document and on the
purported genuineness of any signature thereon. If the Trustee or the Custodian
on its behalf finds any document constituting part of the Mortgage File not to
have been executed or received, or to be unrelated to the Mortgage Loans
identified in Exhibit B or to appear to be defective on its face, the Trustee or
the Custodian on its behalf shall include such information in the exception
report attached to Exhibit C-2. The Seller shall correct or cure any such defect
or, if prior to the end of the second anniversary of the Closing Date, the
Seller may substitute for the related Mortgage Loan a Replacement Mortgage Loan,
which substitution shall be accomplished in the manner and subject to the
conditions set forth in Section 2.03 or shall deliver to the Trustee an Opinion
of Counsel addressed to the Trustee to the effect that such defect does not
materially or adversely affect the interests of the Certificateholders in such
Mortgage Loan within [60] days from the date of notice from the Trustee of the
defect and if the Seller fails to correct or cure the defect or deliver such
opinion within such period, the Seller will, subject to Section 2.03, within 90
days from the notification of the Trustee purchase such Mortgage Loan at the
Purchase Price; provided, however, that if such defect relates solely to the
inability of the Seller to deliver the Mortgage, assignment thereof to the
Trustee, or intervening assignments thereof with evidence of recording thereon
because such documents have been submitted for recording and have not been
returned by the applicable jurisdiction, the Seller shall not be required to
purchase such Mortgage Loan if the Seller delivers such documents promptly upon
receipt, but in no event later than [360] days after the Closing Date.

         (b) No later than [180] days after the Closing Date, the Trustee or the
Custodian on its behalf will review, for the benefit of the Certificateholders,
the Mortgage Files and will execute and deliver or cause to be executed and
delivered to the Seller and, if reviewed by the Custodian, the Trustee, a Final
Certification substantially in the form annexed hereto as Exhibit C-3. In
conducting such review, the Trustee or the Custodian on its behalf will
ascertain whether each document required to be recorded has been returned from
the recording office with evidence of recording thereon and the Trustee or the
Custodian on its behalf has received either an original or a copy thereof, as
required in Section 2.01 (provided, however, that with respect to those
documents described in subclauses (iv) and (vi) of Section 2.01, such
obligations shall extend only to documents actually delivered pursuant to such
subclauses). If the Trustee or the Custodian on its behalf finds any document
with respect to a Mortgage Loan has not been received, or to be unrelated,
determined on the basis of the Mortgagor name, original principal balance and
loan number, to the Mortgage Loans identified in Exhibit B or to appear
defective on its face, the Trustee or the Custodian on its behalf shall note
such defect in the exception report attached to the Final Certification and
shall promptly notify the Seller. The Seller shall correct or cure any such
defect or, if prior to the end of the second anniversary of the Closing Date,
the Seller may substitute for the related Mortgage Loan a Replacement Mortgage
Loan, which substitution shall be accomplished in the manner and subject to the
conditions set forth in Section 2.03 or shall deliver to the Trustee an Opinion
of Counsel addressed to the Trustee to the effect that such defect does not
materially or adversely affect the interests of Certificateholders in such
Mortgage Loan within [60] days from the date of notice from the Trustee of the
defect and if the Seller is unable within such period to correct or cure such
defect, or to substitute the related Mortgage Loan with a Replacement Mortgage
Loan or to deliver such opinion, the Seller shall, subject to Section 2.03,
within [90] days from the notification of the Trustee, purchase such Mortgage
Loan at the Purchase Price; provided, however, that if such defect relates
solely to the inability of the Seller to deliver the Mortgage, assignment
thereof to the Trustee or intervening assignments thereof with evidence of
recording thereon, because such documents have not been returned by the
applicable jurisdiction, the Seller shall not be required to purchase such
Mortgage Loan, if the Seller delivers such documents promptly upon receipt, but
in no event later than [360] days after the Closing Date.

         (c) In the event that a Mortgage Loan is purchased by the Seller in
accordance with subsections 2.02(a) or (b) above or Section 2.03, the Seller
shall remit the applicable Purchase Price to the Master Servicer for deposit in
the Master Servicer Collection Account and shall provide written notice to the
Trustee detailing the components of the Purchase Price, signed by a Servicing
Officer. Upon deposit of the Purchase Price in the Master Servicer Collection
Account and upon receipt of a Request for Release with respect to such Mortgage
Loan, the Trustee or the Custodian will release to the Seller the related
Mortgage File and the Trustee shall execute and deliver all instruments of
transfer or assignment, without recourse, representation or warranty furnished
to it by the Seller, as are necessary to vest in the Seller title to and rights
under the Mortgage Loan. Such purchase shall be deemed to have occurred on the
date on which the deposit into the Master Servicer Collection Account was made.
The Trustee shall promptly notify the Rating Agencies of such repurchase. The
obligation of the Seller to cure, repurchase or substitute for any Mortgage Loan
as to which a defect in a constituent document exists shall be the sole remedies
respecting such defect available to the Certificateholders or to the Trustee on
their behalf.

         (d) The Seller shall deliver to the Trustee, and Trustee agrees to
accept the Mortgage Note and other documents constituting the Mortgage File with
respect to any Replacement Mortgage Loan, which the Trustee or the Custodian
will review as provided in subsections 2.02(a) and 2.02(b), provided, that the
Closing Date referred to therein shall instead be the date of delivery of the
Mortgage File with respect to each Replacement Mortgage Loan.

         Section 2.03 Representations, Warranties and Covenants of the Company
                      and the Seller.

         (a) The Company hereby represents and warrants to the Master Servicer,
the Depositor, the Securities Administrator and the Trustee as follows, as of
the Closing Date:

                  (i) It is duly organized and is validly existing and in good
         standing under the laws of _______________________ and is duly
         authorized and qualified to transact any and all business contemplated
         by this Agreement to be conducted by it in any state in which a
         Mortgaged Property is located or is otherwise not required under
         applicable law to effect such qualification and, in any event, is in
         compliance with the doing business laws of any such state, to the
         extent necessary to ensure its ability to enforce each Mortgage Loan,
         to service the Mortgage Loans in accordance with the terms of this
         Agreement and to perform any of its other obligations under this
         Agreement in accordance with the terms hereof.

                  (ii) It has the full corporate power and authority to service
         each Mortgage Loan, and to execute, deliver and perform, and to enter
         into and consummate the transactions contemplated by this Agreement and
         has duly authorized by all necessary corporate action on its part the
         execution, delivery and performance of this Agreement; and this
         Agreement, assuming the due authorization, execution and delivery
         hereof by the other parties hereto, constitutes its legal, valid and
         binding obligation, enforceable against it in accordance with its
         terms, except that (a) the enforceability hereof may be limited by
         bankruptcy, insolvency, moratorium, receivership and other similar laws
         relating to creditors' rights generally and (b) the remedy of specific
         performance and injunctive and other forms of equitable relief may be
         subject to equitable defenses and to the discretion of the court before
         which any proceeding therefor may be brought.

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

                  (iv) It is an approved servicer of conventional mortgage loans
         for Fannie Mae or Freddie Mac and is a mortgagee approved by the
         Secretary of Housing and Urban Development pursuant to sections 203 and
         211 of the National Housing Act.

                  (v) No litigation is pending or, to the best of its knowledge,
         threatened, against it that would materially and adversely affect the
         execution, delivery or enforceability of this Agreement or its ability
         to service the Company Mortgage Loans or to perform any of its other
         obligations under this Agreement in accordance with the terms hereof.

                  (vi) No consent, approval, authorization or order of any court
         or governmental agency or body is required for its execution, delivery
         and performance of, or compliance with, this Agreement or the
         consummation of the transactions contemplated hereby, or if any such
         consent, approval, authorization or order is required, it has obtained
         the same.

         (b) The Seller hereby represents and warrants to the Depositor, the
Securities Administrator, the Master Servicer and the Trustee as follows, as of
the Closing Date:

                  (i) The Seller is duly organized as a ____________________ and
         is validly existing and in good standing under the laws of
         _____________________ and is duly authorized and qualified to transact
         any and all business contemplated by this Agreement to be conducted by
         the Seller in any state in which a Mortgaged Property is located or is
         otherwise not required under applicable law to effect such
         qualification and, in any event, is in compliance with the doing
         business laws of any such state, to the extent necessary to ensure its
         ability to enforce each Mortgage Loan, to sell the Mortgage Loans in
         accordance with the terms of this Agreement and to perform any of its
         other obligations under this Agreement in accordance with the terms
         hereof.

                  (ii) The Seller has the full corporate power and authority to
         sell each Mortgage Loan, and to execute, deliver and perform, and to
         enter into and consummate the transactions contemplated by this
         Agreement and has duly authorized by all necessary corporate action on
         the part of the Seller the execution, delivery and performance of this
         Agreement; and this Agreement, assuming the due authorization,
         execution and delivery hereof by the other parties hereto, constitutes
         a legal, valid and binding obligation of the Seller, enforceable
         against the Seller in accordance with its terms, except that (a) the
         enforceability hereof may be limited by bankruptcy, insolvency,
         moratorium, receivership and other similar laws relating to creditors'
         rights generally and (b) the remedy of specific performance and
         injunctive and other forms of equitable relief may be subject to
         equitable defenses and to the discretion of the court before which any
         proceeding therefor may be brought.

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

                  (iv) The Seller is an approved seller of conventional mortgage
         loans for Fannie Mae or Freddie Mac and is a mortgagee approved by the
         Secretary of Housing and Urban Development pursuant to sections 203 and
         211 of the National Housing Act.

                  (v) No litigation is pending or, to the best of the Seller's
         knowledge, threatened, against the Seller that would materially and
         adversely affect the execution, delivery or enforceability of this
         Agreement or the ability of the Seller to sell the Mortgage Loans or to
         perform any of its other obligations under this Agreement in accordance
         with the terms hereof.

                  (vi) No consent, approval, authorization or order of any court
         or governmental agency or body is required for the execution, delivery
         and performance by the Seller of, or compliance by the Seller with,
         this Agreement or the consummation of the transactions contemplated
         hereby, or if any such consent, approval, authorization or order is
         required, the Seller has obtained the same.

                  (vii) With respect to each Mortgage Loan as of the Cut-off
         Date (unless otherwise expressly provided):

                           (A) The information set forth in the Mortgage Loan
                  Schedule on the Closing Date is complete, true and correct.

                           (B) All payments required to be made prior to the
                  Cut-off Date with respect to each Mortgage Loan have been made
                  and no Mortgage Loan is delinquent ____ or more days; and the
                  Seller has not advanced funds, or induced, solicited or
                  knowingly received any advance of funds from a party other
                  than the owner of the Mortgaged Property subject to the
                  Mortgage, directly or indirectly, for the payment of any
                  amount required under any Mortgage Loan.

                           (C) Except with respect to taxes, insurance and other
                  amounts previously advanced by a prior servicer with respect
                  to any Mortgage Loan, to the best of Seller's knowledge, there
                  are no delinquent taxes, water charges, sewer rents,
                  assessments, insurance premiums, leasehold payments, including
                  assessments payable in future installments, or other
                  outstanding charges affecting the related Mortgaged Property.

                           (D) The terms of the Mortgage Note and the Mortgage
                  have not been impaired, waived, altered or modified in any
                  respect, except by written instruments which in the case of
                  the Mortgage Loans are in the Mortgage File and have been or
                  will be recorded, if necessary to protect the interests of the
                  Trustee, and which have been or will be delivered to the
                  Trustee, all in accordance with this Agreement. The substance
                  of any such waiver, alteration or modification has been
                  approved by the title insurer, to the extent required by the
                  related policy. No Mortgagor has been released, in whole or in
                  part, except in connection with an assumption agreement
                  approved by the title insurer, to the extent required by the
                  policy, and which assumption agreement in the case of the
                  Mortgage Loans is part of the Mortgage File.

                           (E) The Mortgage Note and the Mortgage are not
                  subject to any right of rescission, set-off, counterclaim or
                  defense, including the defense of usury, nor will the
                  operation of any of the terms of the Mortgage Note and the
                  Mortgage, or the exercise of any right thereunder, render the
                  Mortgage unenforceable, in whole or in part, or subject to any
                  right of rescission, set-off, counterclaim or defense,
                  including the defense of usury and no such right of
                  rescission, set-off, counterclaim or defense has been asserted
                  with respect thereto.

                           (F) All buildings upon, or comprising part of, the
                  Mortgaged Property are insured by an insurer acceptable to
                  Fannie Mae and Freddie Mac against loss by fire, hazards of
                  extended coverage and such other hazards as are customary in
                  the area where the Mortgaged Property is located, and such
                  insurer is licensed to do business in the state where the
                  Mortgaged Property is located. All such insurance policies
                  contain a standard mortgagee clause naming the originator, its
                  successors and assigns as mortgagee and Seller has received no
                  notice that all premiums thereon have not been paid. If upon
                  origination of the Mortgage Loan, the Mortgaged Property was,
                  or was subsequently deemed to be, in an area identified in the
                  Federal Register by the Federal Emergency Management Agency as
                  having special flood hazards (and such flood insurance has
                  been made available), which require under applicable law that
                  a flood insurance policy meeting the requirements of the
                  current guidelines of the Federal Insurance Administration (or
                  any successor thereto) be obtained, such flood insurance
                  policy is in effect which policy is with a generally
                  acceptable carrier in an amount representing coverage not less
                  than the least of (A) the Stated Principal Balance of the
                  related Mortgage Loan, (B) the minimum amount required to
                  compensate for damage or loss on a replacement cost basis, or
                  (C) the maximum amount of insurance that is available under
                  the Flood Disaster Protection Act of 1973. The Mortgage
                  obligates the Mortgagor thereunder to maintain all such
                  insurance at Mortgagor's cost and expense and, on the
                  Mortgagor's failure to do so, authorizes the holder of the
                  Mortgage to maintain such insurance at Mortgagor's cost and
                  expense and to obtain reimbursement therefor from the
                  Mortgagor.

                           (G) Any and all requirements of any federal, state or
                  local law including, usury, truth in lending, real estate
                  settlement procedures including, the Real Estate Settlement
                  Procedures Act of 1974, as amended, consumer credit
                  protection, equal credit opportunity or disclosure laws
                  applicable to the Mortgage Loan have been complied with in all
                  material respects.

                           (H) The Mortgage has not been satisfied, canceled,
                  subordinated, or rescinded, in whole or in part, and the
                  Mortgaged Property has not been released from the lien of the
                  Mortgage, in whole or in part, nor has any instrument been
                  executed that would effect any such release, cancellation,
                  subordination or rescission.

                           (I) The Mortgage is a valid, existing and enforceable
                  [first] [junior] lien on the Mortgaged Property, including all
                  improvements on the Mortgaged Property, if any, subject only
                  to (1) the lien of current real property taxes and assessments
                  not yet due and payable, (2) covenants, conditions and
                  restrictions, rights of way, easements and other matters of
                  the public record as of the date of recording being acceptable
                  to mortgage lending institutions generally and specifically
                  referred to in the lender's title insurance policy delivered
                  to the originator of the Mortgage Loan and which do not
                  adversely affect the Appraised Value of the Mortgaged
                  Property, (3) other matters to which like properties are
                  commonly subject which do not materially interfere with the
                  benefits of the security intended to be provided by the
                  Mortgage [and if a junior lien, the related Senior Liens]. The
                  Seller has full right to sell and assign the Mortgage to the
                  Depositor.

                           (J) The Mortgage Note and the related Mortgage are
                  genuine and each is the legal, valid and binding obligation of
                  the maker thereof, enforceable in accordance with its terms,
                  except as the enforceability thereof may be limited by
                  bankruptcy, insolvency or reorganization or general principles
                  of equity.

                           (K) All parties to the Mortgage Note and the Mortgage
                  had the legal capacity to enter into the Mortgage Loan
                  transaction and to execute and deliver the Mortgage Note and
                  the Mortgage, and the Mortgage Note and the Mortgage have been
                  duly and properly executed by such parties.

                           (L) The proceeds of the Mortgage Loan have been fully
                  disbursed and there is no requirement for future advances
                  thereunder and any and all requirements as to completion of
                  any on-site or off-site improvement and as to disbursements of
                  any escrow funds therefor have been complied with. All costs,
                  fees and expenses incurred in making or closing the Mortgage
                  Loan and the recording of the Mortgage were paid, and the
                  Mortgagor is not entitled to any refund of any amounts paid or
                  due under the Mortgage Note or Mortgage.

                           (M) Immediately prior to the conveyance of the
                  Mortgage Loans by the Seller to the Depositor hereunder, the
                  Seller was the sole owner and holder of the Mortgage Loan; the
                  related Originator or the Seller or the Servicer was the
                  custodian of the related escrow account, if applicable; the
                  Mortgage Loan had neither been assigned nor pledged, and the
                  Seller had good and marketable title thereto, and had full
                  right to transfer and sell the Mortgage Loan and the related
                  servicing rights to the Depositor free and clear of any
                  encumbrance, equity, lien, pledge, charge, claim or security
                  interest subject to the related Servicing Agreement, if
                  applicable, and had full right and authority subject to no
                  interest or participation of, or agreement with, any other
                  party, to sell and assign the Mortgage Loan and the related
                  servicing rights to the Depositor pursuant to the terms of
                  this Agreement.

                           (N) All parties which have had any interest in the
                  Mortgage, whether as mortgagee, assignee, pledgee or
                  otherwise, are (or, during the period in which they held and
                  disposed of such interest, were) (1) in compliance with any
                  and all applicable licensing requirements of the laws of the
                  state wherein the Mortgaged Property is located, and (2)
                  organized under the laws of such state, qualified to do
                  business in such state, a federal savings and loan association
                  or national bank having principal offices in such state or not
                  deemed to be doing business in such state under applicable
                  law.

                           (O) The Mortgage Loan is covered by an ALTA lender's
                  title insurance policy or equivalent form acceptable to the
                  Department of Housing and Urban Development, or any successor
                  thereto, and qualified to do business in the jurisdiction
                  where the Mortgaged Property is located, insuring (subject to
                  the exceptions contained in clause (I) above) the Seller (as
                  assignee), its successors and assigns as to the [first]
                  priority lien of the Mortgage in the original principal amount
                  of the Mortgage Loan and against any loss by reason of the
                  invalidity or unenforceability of the lien resulting from the
                  provisions of the Mortgage Note and/or Mortgage providing for
                  adjustment in the Mortgage Rate and monthly payment.
                  Additionally, such lender's title insurance policy
                  affirmatively insures ingress and egress, and against
                  encroachments by or upon the Mortgaged Property or any
                  interest therein. With respect to each Mortgage Loan, the
                  Seller (as assignee) is the sole insured of such lender's
                  title insurance policy, and such lender's title insurance
                  policy is in full force and effect. No claims have been made
                  under such lender's title insurance policy, and no prior
                  holder of the related Mortgage, including the Seller in the
                  case of a Mortgage Loan, has done, by act or omission,
                  anything which would impair the coverage of such lender's
                  title insurance policy. Except as provided in clause (B),
                  immediately prior to the Cut-off Date, there was no default,
                  breach, violation or event of acceleration existing under the
                  Mortgage or the Mortgage Note and there was no event which,
                  with the passage of time or with notice and the expiration of
                  any grace or cure period, would constitute a default, breach,
                  violation or event of acceleration, and the Seller has not
                  waived any default, breach, violation or event of
                  acceleration.

                           (P) There are no mechanics' or similar liens or
                  claims which have been filed for work, labor or material (and
                  no rights are outstanding that under law could give rise to
                  such lien) affecting the related Mortgaged Property which are
                  or may be liens prior to or equal with, the lien of the
                  related Mortgage.

(Q)               All improvements which were considered in any appraisal which
                  was used in determining the Appraised Value of the related
                  Mortgaged Property lay wholly within the boundaries and
                  building restriction lines of the Mortgaged Property, and no
                  improvements on adjoining properties encroach upon the
                  Mortgaged Property.

                           (R) [Reserved]

                           (S) The origination, servicing and collection
                  practices with respect to each Mortgage Note and Mortgage
                  including, the establishment, maintenance and servicing of the
                  escrow accounts and escrow payments, if any, since
                  origination, have been conducted in all respects in accordance
                  with the terms of Mortgage Note and in compliance with all
                  applicable laws and regulations and, unless otherwise required
                  by law or Fannie Mae/Freddie Mac standard, in accordance with
                  the proper, prudent and customary practices in the mortgage
                  origination and servicing business. With respect to the escrow
                  accounts and escrow payments, if any, and any Company Mortgage
                  Loan all such payments are in the possession or under the
                  control of the Seller and there exists no deficiencies in
                  connection therewith for which customary arrangements for
                  repayment thereof have not been made. Any interest required to
                  be paid pursuant to state and local law has been properly paid
                  and credited.

                           (T) The Mortgaged Property is free of material damage
                  and waste and there is no proceeding pending for the total or
                  partial condemnation thereof.

                           (U) The Mortgage contains customary and enforceable
                  provisions to render the rights and remedies of the holder
                  thereof adequate for the realization against the Mortgaged
                  Property of the benefits of the security intended to be
                  provided thereby, including, (1) in the case of a Mortgage
                  designated as a deed of trust, by trustee's sale, and (2)
                  otherwise by judicial foreclosure. There is no other exemption
                  available to the Mortgagor which would interfere with the
                  right to sell the Mortgaged Property at a trustee's sale or
                  the right to foreclose the Mortgage. The Mortgagor has not
                  notified the Seller and the Seller has no knowledge of any
                  relief requested or allowed to the Mortgagor under the Relief
                  Act.

                           (V) The Mortgage Note is not and has not been secured
                  by any collateral except the lien of the applicable Mortgage.

                           (W) [Reserved]

                           (X) In the event the Mortgage constitutes a deed of
                  trust, a trustee, duly qualified under applicable law to serve
                  as such, has been properly designated and currently so serves
                  and is named in the Mortgage, and no fees or expenses are or
                  will become payable by the Certificateholders to the trustee
                  under the deed of trust, except in connection with a trustee's
                  sale after default by the Mortgagor.

                           (Y) No Mortgage Loan contains a permanent or
                  temporary "buydown" provision. The Mortgage Loan is not a
                  graduated payment mortgage loan.

                           (Z) The Mortgagor has received all disclosure
                  materials required by applicable law with respect to the
                  making of the Mortgage Loan.

                           (AA) No Mortgage Loan was made in connection with the
                  construction or rehabilitation of a Mortgaged Property.

                           (BB) To the best of Seller's knowledge, the Mortgaged
                  Property is lawfully occupied under applicable law and all
                  inspections, licenses and certificates required to be made or
                  issued with respect to all occupied portions of the Mortgaged
                  Property and, with respect to the use and occupancy of the
                  same, including but not limited to certificates of occupancy,
                  have been made or obtained from the appropriate authorities.

                           (CC) The assignment of Mortgage with respect to a
                  Mortgage Loan is in recordable form and is acceptable for
                  recording under the laws of the jurisdiction in which the
                  Mortgaged Property is located.

                           (DD) [Reserved].

                           (EE) [Reserved].

                           (FF) The Mortgaged Property consists of a single
                  parcel of real property with or without a detached single
                  family residence erected thereon, or an individual condominium
                  unit, or a 2-4 family dwelling, or an individual unit in a
                  planned unit development as defined by Fannie Mae or a
                  manufactured dwelling which conforms with Fannie Mae and
                  Freddie Mac requirements regarding such dwellings, or a
                  townhouse, each structure of which is permanently affixed to
                  the Mortgaged Property, and is legally classified as real
                  estate.

                           (GG) [Reserved]

                           (HH) [Reserved]

                           (II) Each Mortgage Loan at the time of origination
                  was underwritten in general in accordance with guidelines not
                  inconsistent with the guidelines set forth in the Prospectus
                  Supplement and generally accepted prime credit underwriting
                  guidelines.

                           (JJ) No error, omission, misrepresentation, fraud or
                  similar occurrence with respect to a Mortgage Loan has taken
                  place on the part of the Seller or the related Originator.

                           (KK) [None of the Mortgage Loans is (i) a loan
                  subject to 12 CFR Part 226.31, 12 CFR Part 226.32 or 12 CFR
                  Part 226.34 of Regulation Z, the regulation implementing the
                  Truth-in-Lending Act, which implements the Home Ownership and
                  Equity Protection Act of 1994, as amended or (ii) classified
                  and /or defined as a "high cost", "covered", or "predatory"
                  loan under any other state, federal or local law or regulation
                  or ordinance, including, but not limited to, the States of
                  Georgia or North Carolina, or the City of New York.]

         (c) Upon discovery by any of the parties hereto of a breach of a
representation or warranty set forth in Section 2.03(b)(vii) that materially and
adversely affects the interests of the Certificateholders in any Mortgage Loan,
the party discovering such breach shall give prompt written notice thereof to
the other parties. Any breach of a representation or warranty contained in
clause (KK) above, shall be automatically deemed to affect materially and
adversely the interests of the Certificateholders. The Seller hereby covenants
with respect to the representations and warranties set forth in Section
2.03(b)(vii), that within 90 days of the discovery of a breach of any
representation or warranty set forth therein that materially and adversely
affects the interests of the Certificateholders in any Mortgage Loan, it shall
cure such breach in all material respects and, if such breach is not so cured,
(i) if such 90-day period expires prior to the second anniversary of the Closing
Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund
and substitute in its place a Replacement Mortgage Loan, in the manner and
subject to the conditions set forth in this Section; or (ii) repurchase the
affected Mortgage Loan or Mortgage Loans from the Trustee at the Purchase Price
in the manner set forth below; provided that any such substitution pursuant to
(i) above or repurchase pursuant to (ii) above shall not be effected prior to
the delivery to the Trustee of an Opinion of Counsel if required by Section 2.05
hereof and any such substitution pursuant to (i) above shall not be effected
prior to the additional delivery to the Trustee of a Request for Release. The
Seller shall promptly reimburse the Master Servicer and the Trustee for any
expenses reasonably incurred by the Master Servicer or the Trustee in respect of
enforcing the remedies for such breach. To enable the Securities Administrator
to amend the Mortgage Loan Schedule, the Seller shall, unless it cures such
breach in a timely fashion pursuant to this Section 2.03, promptly notify the
Securities Administrator whether it intends either to repurchase, or to
substitute for, the Mortgage Loan affected by such breach. With respect to the
representations and warranties in Section 2.03(b)(vii) that are made to the best
of the Seller's knowledge, if it is discovered by any of the Depositor, the
Master Servicer, the Seller, the Securities Administrator or the Trustee that
the substance of such representation and warranty is inaccurate and such
inaccuracy materially and adversely affects the value of the related Mortgage
Loan, notwithstanding the Seller's lack of knowledge with respect to the
substance of such representation or warranty, the Seller shall nevertheless be
required to cure, substitute for or repurchase the affected Mortgage Loan in
accordance with the foregoing.

         With respect to any Replacement Mortgage Loan or Loans, the Seller
shall deliver to the Trustee for the benefit of the Certificateholders such
documents and agreements as are required by Section 2.01. No substitution will
be made in any calendar month after the Determination Date for such month.
Scheduled Payments due with respect to Replacement Mortgage Loans in the Due
Period related to the Distribution Date on which such proceeds are to be
distributed shall not be part of the Trust Fund and will be retained by the
Seller. For the month of substitution, distributions to Certificateholders will
include the Scheduled Payment due on any Deleted Mortgage Loan for the related
Due Period and thereafter the Seller shall be entitled to retain all amounts
received in respect of such Deleted Mortgage Loan. The Securities Administrator
shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders
to reflect the removal of such Deleted Mortgage Loan and the substitution of the
Replacement Mortgage Loan or Loans and the Securities Administrator shall
deliver the amended Mortgage Loan Schedule to the Trustee and the Custodian.
Upon such substitution, the Replacement Mortgage Loan or Loans shall be subject
to the terms of this Agreement in all respects, and the Seller shall be deemed
to have made with respect to such Replacement Mortgage Loan or Loans, as of the
date of substitution, the representations and warranties set forth in Section
2.03(b)(vii) with respect to such Mortgage Loan. Upon any such substitution and
the deposit into the Master Servicer Collection Account of the amount required
to be deposited therein in connection with such substitution as described in the
following paragraph and receipt by the Trustee of a Request for Release for such
Mortgage Loan, the Trustee or the Custodian shall release to the Seller the
Mortgage File relating to such Deleted Mortgage Loan and held for the benefit of
the Certificateholders and the Trustee shall execute and deliver at the Seller's
direction such instruments of transfer or assignment as have been prepared by
the Seller, in each case without recourse, representation or warranty as shall
be necessary to vest in the Seller, or its respective designee, title to the
Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this
Section 2.03.

         For any month in which the Seller substitutes one or more Replacement
Mortgage Loans for a Deleted Mortgage Loan, the Master Servicer will determine
the amount (if any) by which the aggregate principal balance of all the
Replacement Mortgage Loans as of the date of substitution is less than the
Stated Principal Balance (after application of the principal portion of the
Scheduled Payment due in the month of substitution) of such Deleted Mortgage
Loan. An amount equal to the aggregate of such deficiencies, described in the
preceding sentence for any Distribution Date (such amount, the "Substitution
Adjustment Amount") shall be deposited into the Master Servicer Collection
Account, by the Seller delivering such Replacement Mortgage Loan on the
Determination Date for the Distribution Date relating to the Prepayment Period
during which the related Mortgage Loan became required to be purchased or
replaced hereunder.

         In the event that the Seller shall have repurchased a Mortgage Loan,
the Purchase Price therefor shall be deposited into the Master Servicer
Collection Account maintained by the Master Servicer, on the Determination Date
for the Distribution Date in the month following the month during which the
Seller became obligated to repurchase or replace such Mortgage Loan and upon
such deposit of the Purchase Price, the delivery of an Opinion of Counsel if
required by Section 2.05 and the receipt of a Request for Release, the Trustee
or the Custodian shall release the related Mortgage File held for the benefit of
the Certificateholders to the Seller, and the Trustee shall execute and deliver
at such Person's direction the related instruments of transfer or assignment
prepared by the Seller, in each case without recourse, representation or
warranty as shall be necessary to transfer title from the Trustee for the
benefit of the Certificateholders and transfer the Trustee's interest to the
Seller to any Mortgage Loan purchased pursuant to this Section 2.03. It is
understood and agreed that the obligation under this Agreement of the Seller to
cure, repurchase or replace any Mortgage Loan as to which a breach has occurred
and is continuing shall constitute the sole remedies against the Seller
respecting such breach available to Certificateholders, the Depositor or the
Trustee.

         (d) The representations and warranties set forth in Section 2.03 hereof
shall survive delivery of the respective Mortgage Loans and Mortgage Files to
the Trustee or the Custodian for the benefit of the Certificateholders.

         Section 2.04 Representations and Warranties of the Depositor.

         The Depositor hereby represents and warrants to the Master Servicer,
the Securities Administrator and the Trustee as follows, as of the date hereof
and as of the Closing Date:

                  (i) The Depositor is duly organized and is validly existing as
         a limited liability company in good standing under the laws of the
         State of Delaware and has full power and authority (corporate and
         other) necessary to own or hold its properties and to conduct its
         business as now conducted by it and to enter into and perform its
         obligations under this Agreement.

                  (ii) The Depositor has the full power and authority to
         execute, deliver and perform, and to enter into and consummate the
         transactions contemplated by, this Agreement and has duly authorized,
         by all necessary corporate action on its part, the execution, delivery
         and performance of this Agreement; and this Agreement, assuming the due
         authorization, execution and delivery hereof by the other parties
         hereto, constitutes a legal, valid and binding obligation of the
         Depositor, enforceable against the Depositor in accordance with its
         terms, subject, as to enforceability, to (i) bankruptcy, insolvency,
         reorganization, moratorium and other similar laws affecting creditors'
         rights generally and (ii) general principles of equity, regardless of
         whether enforcement is sought in a proceeding in equity or at law.

                  (iii) The execution and delivery of this Agreement by the
         Depositor, the consummation of the transactions contemplated by this
         Agreement, and the fulfillment of or compliance with the terms hereof
         are in the ordinary course of business of the Depositor and will not
         (A) result in a material breach of any term or provision of the charter
         or by-laws of the Depositor or (B) materially conflict with, result in
         a material breach, violation or acceleration of, or result in a
         material default under, the terms of any other material agreement or
         instrument to which the Depositor is a party or by which it may be
         bound or (C) constitute a material violation of any statute, order or
         regulation applicable to the Depositor of any court, regulatory body,
         administrative agency or governmental body having jurisdiction over the
         Depositor; and the Depositor is not in breach or violation of any
         material indenture or other material agreement or instrument, or in
         violation of any statute, order or regulation of any court, regulatory
         body, administrative agency or governmental body having jurisdiction
         over it which breach or violation may materially impair the Depositor's
         ability to perform or meet any of its obligations under this Agreement.

                  (iv) No litigation is pending, or, to the best of the
         Depositor's knowledge, threatened, against the Depositor that would
         materially and adversely affect the execution, delivery or
         enforceability of this Agreement or the ability of the Depositor to
         perform its obligations under this Agreement in accordance with the
         terms hereof.

                  (v) No consent, approval, authorization or order of any court
         or governmental agency or body is required for the execution, delivery
         and performance by the Depositor of, or compliance by the Depositor
         with, this Agreement or the consummation of the transactions
         contemplated hereby, or if any such consent, approval, authorization or
         order is required, the Depositor has obtained the same.

         The Depositor hereby represents and warrants to the Trustee as of the
Closing Date, following the transfer of the Mortgage Loans to it by the Seller,
the Depositor had good title to the Mortgage Loans and the related Mortgage
Notes were subject to no offsets, claims, defenses or counterclaims.

         It is understood and agreed that the representations and warranties set
forth in the immediately preceding paragraph shall survive delivery of the
Mortgage Files to the Trustee or the Custodian for the benefit of the
Certificateholders. Upon discovery by the Depositor or the Trustee of a breach
of such representations and warranties, the party discovering such breach shall
give prompt written notice to the others and to each Rating Agency.

         Section 2.05 Delivery of Opinion of Counsel in Connection with
                      Substitutions and Repurchases.

         (a) Notwithstanding any contrary provision of this Agreement, with
respect to any Mortgage Loan that is not in default or as to which default is
not imminent, no repurchase or substitution pursuant to Sections 2.02 or 2.03
shall be made unless the Seller delivers to the Trustee an Opinion of Counsel,
addressed to the Trustee, to the effect that such repurchase or substitution
would not (i) result in the imposition of the tax on "prohibited transactions"
of the REMIC Trust contributions after the Closing Date, as defined in sections
860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause the REMIC Trust
to fail to qualify as a REMIC at any time that any Certificates are outstanding.
Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to
this paragraph shall be repurchased or the substitution therefor shall occur
(subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the
occurrence of a default or imminent default with respect to such Mortgage Loan
and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee
to the effect that such repurchase or substitution, as applicable, will not
result in the events described in clause (i) or clause (ii) of the preceding
sentence.

         (b) Upon discovery by the Depositor, the Seller or the Master Servicer
that any Mortgage Loan does not constitute a "qualified mortgage" within the
meaning of section 860G(a)(3) of the Code, the party discovering such fact shall
promptly (and in any event within 5 Business Days of discovery) give written
notice thereof to the other parties and the Trustee. In connection therewith,
the Trustee shall require the Seller, at the Seller's option, to either (i)
substitute, if the conditions in Section 2.03(c) with respect to substitutions
are satisfied, a Replacement Mortgage Loan for the affected Mortgage Loan, or
(ii) repurchase the affected Mortgage Loan within 90 days of such discovery in
the same manner as it would a Mortgage Loan for a breach of representation or
warranty contained in Section 2.03. The Trustee shall reconvey to the Seller the
Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver
the related Mortgage File) in the same manner, and on the same terms and
conditions, as it would a Mortgage Loan repurchased for breach of a
representation or warranty contained in Section 2.03.

         Section 2.06 Countersignature and Delivery of Certificates.

         The Trustee acknowledges the sale, transfer and assignment to it of the
Trust Fund and, concurrently with such transfer and assignment, has executed,
countersigned and delivered, to or upon the order of the Depositor, the
Certificates in authorized denominations evidencing the entire ownership of the
Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights
referred to above for the benefit of all present and future Holders of the
Certificates and to perform the duties set forth in this Agreement in accordance
with its terms.

         Section 2.07 Purposes and Powers of the Trust.

         The purpose of the common law trust, as created hereunder, is to engage
in the following activities:

         (a) acquire and hold the Mortgage Loans and the other assets of the
Trust Fund and the proceeds therefrom;

         (b) to issue the Certificates sold to the Depositor in exchange for the
Mortgage Loans;

         (c) to make payments on the Certificates;

         (d) to engage in those activities that are necessary, suitable or
convenient to accomplish the foregoing or are incidental thereto or connected
therewith; and

         (e) subject to compliance with this Agreement, to engage in such other
activities as may be required in connection with conservation of the Trust Fund
and the making of distributions to the Certificateholders.

         The trust is hereby authorized to engage in the foregoing activities.
The Trustee shall not cause the trust to engage in any activity other than in
connection with the foregoing or other than as required or authorized by the
terms of this Agreement while any Certificate is outstanding, and this Section
2.07 may not be amended, without the consent of the Certificateholders
evidencing 51% or more of the aggregate Voting Rights of the Certificates.

<PAGE>

                                  ARTICLE III

        ADMINISTRATION AND SERVICING OF COMPANY MORTGAGE LOANS BY COMPANY

         Section 3.01 The Company.

         The Company shall service and administer the Company Mortgage Loans in
accordance with customary and usual standards of practice of prudent mortgage
loan servicers in the respective states in which the related Mortgaged
Properties are located. In connection with such servicing and administration,
the Company shall have full power and authority, acting alone and/or through
subservicers as provided in Section 3.03, to do or cause to be done any and all
things that it may deem necessary or desirable in connection with such servicing
and administration, including but not limited to, the power and authority,
subject to the terms hereof (i) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (ii) to consent to transfers of any related Mortgaged
Property and assumptions of the Mortgage Notes and related Mortgages (but only
in the manner provided herein), (iii) to collect any Insurance Proceeds and
other Liquidation Proceeds, and (iv) subject to Section 3.09, to effectuate
foreclosure or other conversion of the ownership of the Mortgaged Property
securing any Company Mortgage Loan; provided that the Company shall take no
action that is inconsistent with or prejudices the interests of the Trust Fund
or the Certificateholders in any Company Mortgage Loan or the rights and
interests of the Depositor and the Trustee under this Agreement.

         Without limiting the generality of the foregoing, the Company, in its
own name or in the name of the Trust, the Depositor or the Trustee, is hereby
authorized and empowered by the Trust, the Depositor and the Trustee, when the
Company believes it appropriate in its reasonable judgment, to execute and
deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any
of them, any and all instruments of satisfaction or cancellation, or of partial
or full release or discharge and all other comparable instruments, with respect
to the Company Mortgage Loans, and with respect to the related Mortgaged
Properties held for the benefit of the Certificateholders. The Company shall
prepare and deliver to the Depositor and/or the Trustee such documents requiring
execution and delivery by any or all of them as are necessary or appropriate to
enable the Company to service and administer the Company Mortgage Loans. Upon
receipt of such documents, the Depositor and/or the Trustee shall execute such
documents and deliver them to the Company.

         In accordance with the standards of the first paragraph of this Section
3.01, the Company shall advance or cause to be advanced funds as necessary for
the purpose of effecting the payment of taxes and assessments on the Mortgaged
Properties relating to the Company Mortgage Loans, which advances shall be
reimbursable in the first instance from related collections from the Mortgagors
pursuant to Section 5.03, and further as provided in Section 5.02. All costs
incurred by the Company, if any, in effecting the timely payments of taxes and
assessments on the Mortgaged Properties relating to the Company Mortgage Loans
and related insurance premiums shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the Stated Principal
Balance under the related Company Mortgage Loans, notwithstanding that the terms
of such Mortgage Loans so permit.

         Section 3.02 Due-on-Sale Clauses; Assumption Agreements.

         (a) Except as otherwise provided in this Section 3.02, when any
property subject to a Mortgage has been or is about to be conveyed by the
Mortgagor, the Company shall to the extent that it has knowledge of such
conveyance, enforce any due-on-sale clause contained in any Mortgage Note or
Mortgage, to the extent permitted under applicable law and governmental
regulations, but only to the extent that such enforcement will not adversely
affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing, the Company is not required to exercise such
rights with respect to an Company Mortgage Loan if the Person to whom the
related Mortgaged Property has been conveyed or is proposed to be conveyed
satisfies the terms and conditions contained in the Mortgage Note and Mortgage
related thereto and the consent of the mortgagee under such Mortgage Note or
Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a
condition to such transfer. In the event that the Company is prohibited by law
from enforcing any such due-on-sale clause, or if coverage under any Required
Insurance Policy would be adversely affected, or if nonenforcement is otherwise
permitted hereunder, the Company is authorized, subject to Section 3.02(b), to
take or enter into an assumption and modification agreement from or with the
person to whom such property has been or is about to be conveyed, pursuant to
which such person becomes liable under the Mortgage Note and, unless prohibited
by applicable state law, the Mortgagor remains liable thereon, provided that the
Mortgage Loan shall continue to be covered (if so covered before the Company
enters such agreement) by the applicable Required Insurance Policies. The
Company, subject to Section 3.02(b), is also authorized with the prior approval
of the insurers under any Required Insurance Policies to enter into a
substitution of liability agreement with such Person, pursuant to which the
original Mortgagor is released from liability and such Person is substituted as
Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the
foregoing, the Company shall not be deemed to be in default under this Section
3.02(a) by reason of any transfer or assumption that the Company reasonably
believes it is restricted by law from preventing.

         (b) Subject to the Company's duty to enforce any due-on-sale clause to
the extent set forth in Section 3.02(a), in any case in which a Mortgaged
Property has been conveyed to a Person by a Mortgagor, and such Person is to
enter into an assumption agreement or modification agreement or supplement to
the Mortgage Note or Mortgage that requires the signature of the Trustee, or if
an instrument of release signed by the Trustee is required releasing the
Mortgagor from liability on the related Company Mortgage Loan, the Company shall
prepare and deliver or cause to be prepared and delivered to the Trustee for
signature and shall direct, in writing, the Trustee to execute the assumption
agreement with the Person to whom the Mortgaged Property is to be conveyed and
such modification agreement or supplement to the Mortgage Note or Mortgage or
other instruments as are reasonable or necessary to carry out the terms of the
Mortgage Note or Mortgage or otherwise to comply with any applicable laws
regarding assumptions or the transfer of the Mortgaged Property to such Person.
In connection with any such assumption, no material term of the Mortgage Note
(including, but not limited to, the Mortgage Rate, the amount of the Scheduled
Payment and any other term affecting the amount or timing of payment on the
Mortgage Loan) may be changed. In addition, the substitute Mortgagor and the
Mortgaged Property must be acceptable to the Company in accordance with its
servicing standards as then in effect. The Company shall notify the Trustee that
any such substitution or assumption agreement has been completed by forwarding
to the Trustee the original of such substitution or assumption agreement, which
in the case of the original shall be added to the related Mortgage File and
shall, for all purposes, be considered a part of such Mortgage File to the same
extent as all other documents and instruments constituting a part thereof. Any
fee collected by the Company for entering into an assumption or substitution of
liability agreement will be retained by the Company as additional servicing
compensation.

         Section 3.03 Subservicers.

         The Company shall perform all of its servicing responsibilities
hereunder or may cause a subservicer to perform any such servicing
responsibilities on its behalf, but the use by the Company of a subservicer
shall not release the Company from any of its obligations hereunder and the
Company shall remain responsible hereunder for all acts and omissions of each
subservicer as fully as if such acts and omissions were those of the Company.
The Company shall pay all fees of each subservicer from its own funds, and a
subservicer's fee shall not exceed the Servicing Fee payable to the Company
hereunder.

         At the cost and expense of the Company, without any right of
reimbursement from its Protected Account, the Company shall be entitled to
terminate the rights and responsibilities of a subservicer and arrange for any
servicing responsibilities to be performed by a successor subservicer; provided,
however, that nothing contained herein shall be deemed to prevent or prohibit
the Company, at the Company's option, from electing to service the related
Company Mortgage Loans itself. In the event that the Company's responsibilities
and duties under this Agreement are terminated pursuant to Section 9.03, the
Company shall at its own cost and expense terminate the rights and
responsibilities of each subservicer effective as of the date of termination of
the Company. The Company shall pay all fees, expenses or penalties necessary in
order to terminate the rights and responsibilities of each subservicer from the
Company's own funds without reimbursement from the Trust Fund.

         Notwithstanding the foregoing, the Company shall not be relieved of its
obligations hereunder and shall be obligated to the same extent and under the
same terms and conditions as if it alone were servicing and administering the
Company Mortgage Loans. The Company shall be entitled to enter into an agreement
with a subservicer for indemnification of the Company by the subservicer and
nothing contained in this Agreement shall be deemed to limit or modify such
indemnification.

         Any subservicing agreement and any other transactions or services
relating to the Company Mortgage Loans involving a subservicer shall be deemed
to be between such subservicer and the Company alone, and neither the Master
Servicer nor the Trustee shall have any obligations, duties or liabilities with
respect to such subservicer including any obligation, duty or liability of
either the Master Servicer or the Trustee to pay such subservicer's fees and
expenses. For purposes of remittances to the Master Servicer pursuant to this
Agreement, the Company shall be deemed to have received a payment on an Company
Mortgage Loan when a subservicer has received such payment.

         Section 3.04 Documents, Records and Funds in Possession of Company to
                      Be Held for Trustee.

         Notwithstanding any other provisions of this Agreement, the Company
shall transmit to the Trustee as required by this Agreement all documents and
instruments in respect of an Company Mortgage Loan coming into the possession of
the Company from time to time and shall account fully to the Trustee for any
funds received by the Company or that otherwise are collected by the Company as
Liquidation Proceeds or Insurance Proceeds in respect of any such Mortgage Loan.
All Mortgage Files and funds collected or held by, or under the control of, the
Company in respect of any Company Mortgage Loans, whether from the collection of
principal and interest payments or from Liquidation Proceeds, including but not
limited to, any funds on deposit in the Protected Account maintained by the
Company, shall be held by the Company for and on behalf of the Trustee and shall
be and remain the sole and exclusive property of the Trustee, subject to the
applicable provisions of this Agreement. The Company also agrees that it shall
not create, incur or subject any Mortgage File or any funds that are deposited
in the Protected Account maintained by the Company or the Master Servicer
Collection Account or in any Escrow Account, or any funds that otherwise are or
may become due or payable to the Trustee for the benefit of the
Certificateholders, to any claim, lien, security interest, judgment, levy, writ
of attachment or other encumbrance, or assert by legal action or otherwise any
claim or right of set off against any Mortgage File or any funds collected on,
or in connection with, an Company Mortgage Loan, except, however, that the
Company shall be entitled to set off against and deduct from any such funds any
amounts that are properly due and payable to the Company under this Agreement.

         Section 3.05 Maintenance of Hazard Insurance.

         The Company shall cause to be maintained, for each Company Mortgage
Loan, hazard insurance on buildings upon, or comprising part of, the Mortgaged
Property against loss by fire, hazards of extended coverage and such other
hazards as are customary in the area where the related Mortgaged Property is
located with an insurer which is licensed to do business in the state where the
related Mortgaged Property is located. Each such policy of standard hazard
insurance shall contain, or have an accompanying endorsement that contains, a
standard mortgagee clause. The Company shall also cause flood insurance to be
maintained on property acquired upon foreclosure or deed in lieu of foreclosure
of any Company Mortgage Loan, to the extent described below. Pursuant to Section
5.01, any amounts collected by the Company under any such policies (other than
the amounts to be applied to the restoration or repair of the related Mortgaged
Property or property thus acquired or amounts released to the Mortgagor in
accordance with the Company's normal servicing procedures) shall be deposited in
the Protected Account maintained by the Company. Any cost incurred by the
Company in maintaining any such insurance shall not, for the purpose of
calculating monthly distributions to the Certificateholders or remittances to
the Trustee for their benefit, be added to the principal balance of the Mortgage
Loan, notwithstanding that the terms of the Company Mortgage Loan so permit.
Such costs shall be recoverable by the Company out of late payments by the
related Mortgagor or out of Liquidation Proceeds to the extent permitted by
Section 5.02. It is understood and agreed that no earthquake or other additional
insurance is to be required of any Mortgagor or maintained on property acquired
in respect of a Mortgage other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such
additional insurance. If the Mortgaged Property is located at the time of
origination of the Company Mortgage Loan in a federally designated special flood
hazard area and such area is participating in the national flood insurance
program, the Company shall cause flood insurance to be maintained with respect
to such Mortgage Loan. Such flood insurance shall be in an amount equal to the
least of (i) the Stated Principal Balance of the related Mortgage Loan, (ii)
minimum amount required to compensate for damage or loss on a replacement cost
basis or (iii) the maximum amount of such insurance available for the related
Mortgaged Property under the Flood Disaster Protection Act of 1973, as amended.

         In the event that the Company shall obtain and maintain a blanket
policy insuring against hazard losses on all of the Mortgage Loans, it shall
conclusively be deemed to have satisfied its obligations as set forth in the
first sentence of this Section 3.05, it being understood and agreed that such
policy may contain a deductible clause on terms substantially equivalent to
those commercially available and maintained by comparable servicers. If such
policy contains a deductible clause, the Company shall, in the event that there
shall not have been maintained on the related Mortgaged Property a policy
complying with the first sentence of this Section 3.05, and there shall have
been a loss that would have been covered by such policy, deposit in the
Protected Account maintained by the Company the amount not otherwise payable
under the blanket policy because of such deductible clause. Such deposit shall
be from the Company's own funds without reimbursement therefor. In connection
with its activities as administrator and servicer of the Company Mortgage Loans,
the Company agrees to present, on behalf of itself, the Depositor and the
Trustee for the benefit of the Certificateholders, claims under any such blanket
policy.

         Section 3.06 Presentment of Claims and Collection of Proceeds.

         The Company shall prepare and present on behalf of the Trustee and the
Certificateholders all claims under the Insurance Policies and take such actions
(including the negotiation, settlement, compromise or enforcement of the
insured's claim) as shall be necessary to realize recovery under such Insurance
Policies. Any proceeds disbursed to the Company in respect of such Insurance
Policies shall be promptly deposited in the Protected Account maintained by the
Company upon receipt, except that any amounts realized that are to be applied to
the repair or restoration of the related Mortgaged Property as a condition
precedent to the presentation of claims on the related Mortgage Loan to the
insurer under any applicable Insurance Policy need not be so deposited (or
remitted).

         Section 3.07 Maintenance of the Primary Mortgage Insurance Policies.

         (a) The Company shall not take any action that would result in
noncoverage under any applicable Primary Mortgage Insurance Policy of any loss
which, but for the actions of the Company would have been covered thereunder.
The Company shall use its best efforts to keep in force and effect (to the
extent that the Mortgage Loan requires the Mortgagor to maintain such
insurance), Primary Mortgage Insurance applicable to each Company Mortgage Loan.
The Company shall not cancel or refuse to renew any such Primary Mortgage
Insurance Policy that is in effect at the date of the initial issuance of the
Mortgage Note and is required to be kept in force hereunder.

         (b) The Company agrees to present on behalf of the Trustee and the
Certificateholders, claims to the insurer under any Primary Mortgage Insurance
Policies and, in this regard, to take such reasonable action as shall be
necessary to permit recovery under any Primary Mortgage Insurance Policies
respecting defaulted Mortgage Loans. Pursuant to Section 5.01, any amounts
collected by the Company under any Primary Mortgage Insurance Policies shall be
deposited in the Protected Account maintained by the Company, subject to
withdrawal pursuant to Section 5.02 hereof.

         Section 3.08 Fidelity Bond, Errors and Omissions Insurance.

         The Company shall maintain, at its own expense, a blanket fidelity bond
and an errors and omissions insurance policy, with broad coverage with
responsible companies on all officers, employees or other persons acting in any
capacity with regard to the Company Mortgage Loans and who handle funds, money,
documents and papers relating to the Company Mortgage Loans. The fidelity bond
and errors and omissions insurance shall be in the form of the Mortgage Banker's
Blanket Bond and shall protect and insure the Company against losses, including
forgery, theft, embezzlement, fraud, errors and omissions and negligent acts of
such persons. Such fidelity bond shall also protect and insure the Company
against losses in connection with the failure to maintain any insurance policies
required pursuant to this Agreement and the release or satisfaction of an
Company Mortgage Loan which is not in accordance with Accepted Servicing
Practices. No provision of this Section 3.08 requiring the fidelity bond and
errors and omissions insurance shall diminish or relieve the Company from its
duties and obligations as set forth in this Agreement. The minimum coverage
under any such bond and insurance policy shall be at least equal to the
corresponding amounts required by Accepted Servicing Practices. The Company
shall deliver to the Master Servicer a certificate from the surety and the
insurer as to the existence of the fidelity bond and errors and omissions
insurance policy and shall obtain a statement from the surety and the insurer
that such fidelity bond or insurance policy shall in no event be terminated or
materially modified without thirty days prior written notice to the Master
Servicer and the Trustee. The Company shall notify the Master Servicer and the
Trustee within five business days of receipt of notice that such fidelity bond
or insurance policy will be, or has been, materially modified or terminated. The
Trustee for the benefit of the Certificateholders must be named as loss payees
on the fidelity bond and as additional insured on the errors and omissions
policy.

         Section 3.09 Realization upon Defaulted Mortgage Loans; Determination
                      of Excess Liquidation Proceeds and Realized Losses;
                      Repurchases of Certain Mortgage Loans.

         (a) The Company shall use reasonable efforts to foreclose upon or
otherwise comparably convert the ownership of properties securing such of the
Company Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments. In
connection with such foreclosure or other conversion, the Company shall follow
such practices and procedures as it shall deem necessary or advisable and as
shall be normal and usual in its general mortgage servicing activities and the
requirements of the insurer under any Required Insurance Policy; provided that
the Company shall not be required to expend its own funds in connection with any
foreclosure or towards the restoration of any property unless it shall determine
(i) that such restoration and/or foreclosure will increase the proceeds of
liquidation of the Company Mortgage Loan after reimbursement to itself of such
expenses and (ii) that such expenses will be recoverable to it through Insurance
Proceeds or Liquidation Proceeds (respecting which it shall have priority for
purposes of withdrawals from the Protected Account maintained by the Company
pursuant to Section 5.02). If the Company reasonably believes that Liquidation
Proceeds with respect to any such Mortgage Loan would not be increased as a
result of such foreclosure or other action, such Mortgage Loan will be
charged-off and will become a Liquidated Loan. The Company will give notice of
any such charge-off to the Trustee and the Securities Administrator. The Company
shall be responsible for all other costs and expenses incurred by it in any such
proceedings; provided that such costs and expenses shall be Servicing Advances
and that it shall be entitled to reimbursement thereof from the proceeds of
liquidation of the related Mortgaged Property, as contemplated in Section 5.02.
If the Company has knowledge that a Mortgaged Property that the Company is
contemplating acquiring in foreclosure or by deed- in-lieu of foreclosure is
located within a one-mile radius of any site with environmental or hazardous
waste risks known to the Company, the Company will, prior to acquiring the
Mortgaged Property, consider such risks and only take action in accordance with
its established environmental review procedures.

         With respect to any REO Property, the deed or certificate of sale shall
be taken in the name of the Trustee for the benefit of the Certificateholders
(or the Trustee's nominee on behalf of the Certificateholders). The Trustee's
name shall be placed on the title to such REO Property solely as the Trustee
hereunder and not in its individual capacity. The Company shall ensure that the
title to such REO Property references this Agreement and the Trustee's capacity
hereunder. Pursuant to its efforts to sell such REO Property, the Company shall
either itself or through an agent selected by the Company protect and conserve
such REO Property in the same manner and to such extent as is customary in the
locality where such REO Property is located and may, incident to its
conservation and protection of the interests of the Certificateholders, rent the
same, or any part thereof, as the Company deems to be in the best interest of
the Company and the Certificateholders for the period prior to the sale of such
REO Property. The Company shall prepare for and deliver to the Trustee and the
Securities Administrator a statement with respect to each REO Property that has
been rented showing the aggregate rental income received and all expenses
incurred in connection with the management and maintenance of such REO Property
at such times as is necessary to enable the Trustee to comply with the reporting
requirements of the REMIC Provisions. The net monthly rental income, if any,
from such REO Property shall be deposited in the Protected Account maintained by
the Company no later than the close of business on each Determination Date. The
Company shall perform the tax reporting and withholding related to foreclosures,
abandonments and cancellation of indebtedness income as specified by Sections
1445, 6050J and 6050P of the Code by preparing and filing such tax and
information returns, as may be required.

         In the event that the Trust Fund acquires any Mortgaged Property as
aforesaid or otherwise in connection with a default or imminent default on an
Company Mortgage Loan, the Company shall dispose of such Mortgaged Property
prior to three years after its acquisition by the Trust Fund or, at the expense
of the Trust Fund, request more than 60 days prior to the day on which such
three-year period would otherwise expire, an extension of the three-year grace
period unless the Trustee shall have been supplied with an Opinion of Counsel
addressed to the Trustee (such opinion not to be an expense of the Trustee) to
the effect that the holding by the Trust Fund of such Mortgaged Property
subsequent to such three-year period will not result in the imposition of taxes
on "prohibited transactions" of the REMIC Trust as defined in section 860F of
the Code or cause the REMIC Trust to fail to qualify as a REMIC at any time that
any Certificates are outstanding, in which case the Trust Fund may continue to
hold such Mortgaged Property (subject to any conditions contained in such
Opinion of Counsel). Notwithstanding any other provision of this Agreement, no
Mortgaged Property acquired by the Trust Fund shall be rented (or allowed to
continue to be rented) or otherwise used for the production of income by or on
behalf of the Trust Fund in such a manner or pursuant to any terms that would
(i) cause such Mortgaged Property to fail to qualify as "foreclosure property"
within the meaning of section 860G(a)(8) of the Code or (ii) subject the REMIC
Trust to the imposition of any federal, state or local income taxes on the
income earned from such Mortgaged Property under section 860G(c) of the Code or
otherwise, unless the Company has agreed to indemnify and hold harmless the
Trust Fund with respect to the imposition of any such taxes.

         The decision of the Company to foreclose on a defaulted Company
Mortgage Loan shall be subject to a determination by the Company that the
proceeds of such foreclosure would exceed the costs and expenses of bringing
such a proceeding. The income earned from the management of any Mortgaged
Properties acquired through foreclosure or other judicial proceeding, net of
reimbursement to the Company for expenses incurred (including any property or
other taxes) in connection with such management and net of unreimbursed
Servicing Fees, Advances, Servicing Advances and any management fee paid or to
be paid with respect to the management of such Mortgaged Property, shall be
applied to the payment of principal of, and interest on, the related defaulted
Company Mortgage Loans (with interest accruing as though such Mortgage Loans
were still current) and all such income shall be deemed, for all purposes in the
Agreement, to be payments on account of principal and interest on the related
Mortgage Notes and shall be deposited into the Protected Account maintained by
the Company. To the extent the income received during a Prepayment Period is in
excess of the amount attributable to amortizing principal and accrued interest
at the related Mortgage Rate on the related Company Mortgage Loan, such excess
shall be considered to be a partial Principal Prepayment for all purposes
hereof.

         The Liquidation Proceeds from any liquidation of a Mortgage Loan, net
of any payment to the Company as provided above, shall be deposited in the
Protected Account maintained by the Company on the next succeeding Determination
Date following receipt thereof for distribution on the related Distribution
Date, except that any Excess Liquidation Proceeds shall be retained by the
Company as additional servicing compensation.

         The proceeds of any Liquidated Loan, as well as any recovery resulting
from a partial collection of Liquidation Proceeds or any income from an REO
Property, will be applied in the following order of priority: first, to
reimburse the Company for any related unreimbursed Servicing Advances and
Servicing Fees, pursuant to Section 5.02 or this Section 3.09; second, to
reimburse the Company for any unreimbursed Advances, pursuant to Section 5.02 or
this Section 3.09; third, to accrued and unpaid interest (to the extent no
Advance has been made for such amount) on the Company Mortgage Loan or related
REO Property, at the Net Mortgage Rate to the first day of the month in which
such amounts are required to be distributed; and fourth, as a recovery of
principal of the Mortgage Loan.

         (b) On each Determination Date, the Company shall determine the
respective aggregate amounts of Excess Liquidation Proceeds and Realized Losses,
if any, for the related Prepayment Period.

         (c) The Company has no intent to foreclose on any Company Mortgage Loan
based on the delinquency characteristics as of the Closing Date; provided, that
the foregoing does not prevent the Company from initiating foreclosure
proceedings on any date hereafter if the facts and circumstances of such
Mortgage Loans including delinquency characteristics in the Company's discretion
so warrant such action.

         Section 3.10 Servicing Compensation.

         As compensation for its activities hereunder, the Company shall be
entitled to retain or withdraw from its Protected Account out of each payment of
interest on a Company Mortgage Loan included in the Trust Fund an amount equal
to the Servicing Fee.

         Additional servicing compensation in the form of any Excess Liquidation
Proceeds, assumption fees, late payment charges, all income and gain net of any
losses realized from Permitted Investments with respect to funds in or credited
to the Protected Account maintained by the Company shall be retained by the
Company to the extent not required to be deposited in the Protected Account
maintained by the Company pursuant to Section 5.02. The Company shall be
required to pay all expenses incurred by it in connection with its servicing
activities hereunder (including payment of any premiums for hazard insurance, as
required by Section 3.05 and maintenance of the other forms of insurance
coverage required by Section 3.07) and shall not be entitled to reimbursement
therefor except as specifically provided in Section 5.02.

         Section 3.11 REO Property.

         (a) In the event the Trust Fund acquires ownership of any REO Property
in respect of any related Company Mortgage Loan, the deed or certificate of sale
shall be issued to the Trustee, or to its nominee, on behalf of the related
Certificateholders. The Company shall sell any REO Property as expeditiously as
possible and in accordance with the provisions of this Agreement. Pursuant to
its efforts to sell such REO Property, the Company shall protect and conserve
such REO Property in the manner and to the extent required herein, in accordance
with the REMIC Provisions.

         (b) The Company shall deposit all funds collected and received in
connection with the operation of any REO Property into the Protected Account
maintained by the Company.

         (c) The Company, upon the final disposition of any REO Property, shall
be entitled to reimbursement for any related unreimbursed Advances, unreimbursed
Servicing Advances or Servicing Fees from Liquidation Proceeds received in
connection with the final disposition of such REO Property; provided, that any
such unreimbursed Advances or Servicing Fees as well as any unpaid Servicing
Fees may be reimbursed or paid, as the case may be, prior to final disposition,
out of any net rental income or other net amounts derived from such REO
Property.

         Section 3.12 Liquidation Reports.

         Upon the foreclosure of any Mortgaged Property relating to an Company
Mortgage Loan or the acquisition thereof by the Trust Fund pursuant to a
deed-in-lieu of foreclosure, the Company shall submit a liquidation report to
the Master Servicer containing such information as shall be mutually acceptable
to the Company and the Master Servicer with respect to such Mortgaged Property.

         Section 3.13 Annual Statement as to Compliance.

         The Company will deliver to the Trustee, not later than March 1st of
each calendar year beginning in 2007, an Officers' Certificate (an "Annual
Statement of Compliance") stating, as to each signatory thereof, that (i) a
review of the activities of the Company during the preceding calendar year and
of performance under this Agreement or other applicable servicing agreement has
been made under such officers' supervision and (ii) to the best of such
officers' knowledge, based on such review, the Company has fulfilled all of its
obligations under this Agreement or other applicable servicing agreement in all
material respects throughout such year, or, if there has been a failure to
fulfill any such obligation in any material respect, specifying each such
failure known to such officer and the nature and status of cure provisions
thereof. Such Annual Statement of Compliance shall contain no restrictions or
limitations on its use. In the event that the Company has delegated any
servicing responsibilities with respect to the Company Mortgage Loans to a
subservicer, the Company shall deliver a similar Annual Statement of Compliance
by that subservicer to the Trustee as described above as and when required with
respect to the Company.

         If the Company cannot deliver the related Annual Statement of
Compliance by March 1st of such year, the Trustee, at its sole option, may
permit a cure period for the Company to deliver such Annual Statement of
Compliance, but in no event later than March 10th of such year.

         Failure of the Company to timely comply with this Section 3.13 shall be
deemed an Event of Default, and the Trustee may, in addition to whatever rights
the Trustee may have under this Agreement and at law or equity or to damages,
including injunctive relief and specific performance, upon notice immediately
terminate all the rights and obligations of the Company under this Agreement and
in and to the Company Mortgage Loans and the proceeds thereof without
compensating the Company for the same. This paragraph shall supersede any other
provision in this Agreement or any other agreement to the contrary.

         Section 3.14 Assessments of Compliance and Attestation Reports.

         On and after January 1, 2006,  the Company shall service and administer
the Company Mortgage Loans in accordance with all applicable requirements of the
Servicing Criteria.  Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and
Item 1123 of  Regulation  AB, the  Company  shall  deliver to the  Trustee on or
before March 1st of each calendar year beginning in 2007, a report regarding the
Company's  assessment of compliance (a "Company  Assessment of Compliance") with
the  Servicing   Criteria  during  the  preceding  calendar  year.  The  Company
Assessment  of  Compliance  as set forth in  Regulation  AB,  must  contain  the
following:

         (a) A statement by such officer of its responsibility for assessing
compliance with the Servicing Criteria applicable to the Company;

         (b) A statement by such officer that such officer used the Servicing
Criteria attached as Exhibit M hereto, and which will also be attached to the
Company Assessment of Compliance, to assess compliance with the Servicing
Criteria applicable to the Company;

         (c) An assessment by such officer of the Company's compliance with the
applicable Servicing Criteria for the period consisting of the preceding
calendar year, including disclosure of any material instance of noncompliance
with respect thereto during such period, which assessment shall be based on the
activities it performs with respect to asset-backed securities transactions
taken as a whole involving the Company, that are backed by the same asset type
as the Company Mortgage Loans;

         (d) A statement that a registered public accounting firm has issued an
attestation report on the Company Assessment of Compliance for the period
consisting of the preceding calendar year; and

         (e) A statement as to which of the Servicing Criteria, if any, are not
applicable to the Company, which statement shall be based on the activities it
performs with respect to asset-backed securities transactions taken as a whole
involving the Company, that are backed by the same asset type as the Company
Mortgage Loans.

         Such report at a minimum shall address each of the Servicing Criteria
specified on Exhibit M hereto which are indicated as applicable to the Company.

         On or before March 1st of each calendar year beginning in 2007, the
Company shall furnish to the Trustee a report (a "Company Attestation Report")
by a registered public accounting firm that attests to, and reports on, the
Company Assessment of Compliance made by the Company, as required by Rules
13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which
Attestation Report must be made in accordance with standards for attestation
reports issued or adopted by the Public Company Accounting Oversight Board.

         The Company shall cause any subservicer, and each subcontractor
determined by the Company to be "participating in the servicing function" within
the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the
Depositor a Company Assessment of Compliance and Company Attestation Report as
and when provided above.

         Such Company Assessment of Compliance, as to any subservicer,  shall at
a minimum address each of the Servicing  Criteria  specified on Exhibit M hereto
which are indicated as applicable to any "primary servicer." Notwithstanding the
foregoing,  as to  any  subcontractor  (as  defined  in  the  related  servicing
agreement),  an Assessment of Compliance is not required to be delivered  unless
it is required as part of a Form 10-K with respect to the Trust Fund.

         If the Company cannot deliver any Company Assessment of Compliance or
Company Attestation Report by March 1st of such year, the Trustee, at its
sole option, may permit a cure period for the Company to deliver such Company
Assessment of Compliance or Company Attestation Report, but in no event later
than March 10th of such year.

         Failure of the Company to timely comply with this Section 3.14 shall be
deemed an Event of Default, and the Trustee may, in addition to whatever rights
the Trustee may have under this Agreement and at law or equity or to damages,
including injunctive relief and specific performance, upon notice immediately
terminate all the rights and obligations of the Company under this Agreement and
in and to the Company Mortgage Loans and the proceeds thereof without
compensating the Company for the same. This paragraph shall supersede any other
provision in this Agreement or any other agreement to the contrary.

         The Trustee shall also provide a Company Assessment of Compliance and
Company Attestation Report, as and when provided above, which shall at a minimum
address each of the Servicing Criteria specified on Exhibit M hereto which are
indicated as applicable to the "trustee". In addition, the Trustee shall cause
the Custodian to deliver to the Trustee and the Depositor a Company Assessment
of Compliance and Company Attestation Report, as and when provided above, which
shall at a minimum address each of the Servicing Criteria specified on Exhibit M
hereto which are indicated as applicable to a "custodian." Notwithstanding the
foregoing, as to any Custodian, a Company Assessment of Compliance is not
required to be delivered unless it is required as part of a Form 10-K with
respect to the Trust Fund.

         Section 3.15 Books and Records.

         The Company shall be responsible for maintaining, and shall maintain, a
complete set of books and records for the Company Mortgage Loans which shall be
appropriately identified in the Company's computer system to clearly reflect the
ownership of the Company Mortgage Loans by the Trust. In particular, the Company
shall maintain in its possession, available for inspection by the Master
Servicer and the Trustee and shall deliver to the Master Servicer and the
Trustee upon demand, evidence of compliance with all federal, state and local
laws, rules and regulations. To the extent that original documents are not
required for purposes of realization of Liquidation Proceeds or Insurance
Proceeds, documents maintained by the Company may be in the form of microfilm or
microfiche or such other reliable means of recreating original documents,
including, but not limited to, optical imagery techniques so long as the Company
complies with the requirements of Accepted Servicing Practices.

         The Company shall maintain with respect to each Company Mortgage Loan
and shall make available for inspection by the Master Servicer and the Trustee
the related servicing file during the time such Company Mortgage Loan is subject
to this Agreement and thereafter in accordance with applicable law.

         Payments on the Company Mortgage Loans, including any payoffs, made in
accordance with the related Mortgage File will be entered in the Company's set
of books and records no more than two business days after receipt and
identification, and allocated to principal or interest as specified in the
related Mortgage File.

<PAGE>

                                   ARTICLE IV

    ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS BY MASTER SERVICER

         Section 4.01 Master Servicer

         The Master Servicer shall supervise, monitor and oversee the obligation
of the Company and the related Servicer to service and administer their
respective Mortgage Loans in accordance with the terms of this Agreement and the
related Servicing Agreement and shall have full power and authority to do any
and all things which it may deem necessary or desirable in connection with such
master servicing and administration. In performing its obligations hereunder,
the Master Servicer shall act in a manner consistent with Accepted Master
Servicing Practices. Furthermore, the Master Servicer shall oversee and consult
with the Company and the related Servicer as necessary from time-to-time to
carry out the Master Servicer's obligations hereunder, shall receive, review and
evaluate all reports, information and other data provided to the Master Servicer
by the Company and the related Servicer and shall cause the Company and related
Servicer to perform and observe the covenants, obligations and conditions to be
performed or observed by such Person under this Agreement and the related
Servicing Agreement. The Master Servicer shall independently and separately
monitor the Company and the related Servicer's servicing activities with respect
to each related Mortgage Loan, reconcile the results of such monitoring with
such information provided in the previous sentence on a monthly basis and
coordinate corrective adjustments to the Company's, the related Servicer's and
Master Servicer's records, and based on such reconciled and corrected
information, prepare the statements specified in Section 6.05 and any other
information and statements required hereunder. The Master Servicer shall
reconcile the results of its Mortgage Loan monitoring with the actual
remittances of the Company and the Servicer to the Protected Accounts pursuant
to this Agreement and the related Servicing Agreement.

         The Trustee shall furnish the Company, the Servicers and the Master
Servicer with any powers of attorney and other documents in form as provided to
it necessary or appropriate to enable the Company, the Servicer and the Master
Servicer to service and administer the related Mortgage Loans and REO Property.

         The Trustee and the Securities Administrator shall provide access to
the records and documentation in possession of the Trustee or the Securities
Administrator regarding the related Mortgage Loans and REO Property and the
servicing thereof to the Certificateholders, the FDIC, and the supervisory
agents and examiners of the FDIC, such access being afforded only upon
reasonable prior written request and during normal business hours at the office
of the Trustee or the Securities Administrator; provided, however, that, unless
otherwise required by law, neither the Trustee nor the Securities Administrator
shall be required to provide access to such records and documentation if the
provision thereof would violate the legal right to privacy of any Mortgagor. The
Trustee and the Securities Administrator shall allow representatives of the
above entities to photocopy any of the records and documentation and shall
provide equipment for that purpose at a charge that covers the Trustee's or the
Securities Administrator's actual costs.

         The Trustee shall execute and deliver to the Company or the related
Servicer and the Master Servicer any court pleadings, requests for trustee's
sale or other documents necessary or desirable to (i) the foreclosure or
trustee's sale with respect to a Mortgaged Property; (ii) any legal action
brought to obtain judgment against any Mortgagor on the Mortgage Note or
Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor;
or (iv) enforce any other rights or remedies provided by the Mortgage Note or
Security Instrument or otherwise available at law or equity.

         Section 4.02 REMIC-Related Covenants.

         For as long as the REMIC Trust shall exist, the Trustee and the
Securities Administrator shall act in accordance herewith to assure continuing
treatment of such REMIC as a REMIC, and the Trustee and the Securities
Administrator shall comply with any directions of the Seller, the Company, the
Servicers or the Master Servicer to assure such continuing treatment. In
particular, the Trustee shall not (a) sell or permit the sale of all or any
portion of the Mortgage Loans or of any investment of deposits in an Account
unless such sale is as a result of a repurchase of the Mortgage Loans pursuant
to this Agreement or the Trustee has received a REMIC Opinion addressed to the
Trustee prepared at the expense of the Trust Fund; and (b) other than with
respect to a substitution pursuant to the Mortgage Loan Purchase Agreement or
Section 2.04 of this Agreement, as applicable, accept any contribution to the
REMIC Trust after the Startup Day without receipt of a REMIC Opinion.

         Section 4.03 Monitoring of Company and Servicer.

         (a) The Master Servicer shall be responsible for reporting to the
Trustee and the Seller the compliance by the Company and the related Servicer
with its duties under this Agreement and the related Servicing Agreement. In the
review of the Company's and the related Servicer's activities, the Master
Servicer may rely upon an Officer's Certificate of the Company and the related
Servicer with regard to such Person's compliance with the terms of this
Agreement or the related Servicing Agreement. In the event that the Master
Servicer, in its judgment, determines that the Company or the related Servicer
should be terminated in accordance with this Agreement or the related Servicing
Agreement, or that a notice should be sent pursuant to this Agreement or the
related Servicing Agreement with respect to the occurrence of an event that,
unless cured, would constitute grounds for such termination, the Master Servicer
shall notify the Seller and the Trustee thereof and the Master Servicer shall
issue such notice or take such other action as it deems appropriate.

         (b) The Master Servicer, for the benefit of the Trustee and the
Certificateholders, shall enforce the obligations of the Company under this
Agreement and the related Servicer under the related Servicing Agreement, and
shall, in the event that the Company or the related Servicer fails to perform
its obligations in accordance with this Agreement or the related Servicing
Agreement, subject to the preceding paragraph, terminate the rights and
obligations of such Person thereunder and act as servicer of the related
Mortgage Loans or to cause the Trustee to enter in to a new Servicing Agreement
with a successor Servicer selected by the Master Servicer; provided, however, it
is understood and acknowledged by the parties hereto that there will be a period
of transition (not to exceed 90 days) before the actual servicing functions can
be fully transferred to such successor Servicer. Such enforcement, including,
without limitation, the legal prosecution of claims, termination of the related
Servicing Agreement and the pursuit of other appropriate remedies, shall be in
such form and carried out to such an extent and at such time as the Master
Servicer, in its good faith business judgment, would require were it the owner
of the related Mortgage Loans. The Master Servicer shall pay the costs of such
enforcement at its own expense, subject to its right of reimbursement pursuant
to the provisions of this Agreement or the related Servicing Agreement, provided
that the Master Servicer shall not be required to prosecute or defend any legal
action except to the extent that the Master Servicer shall have received
reasonable indemnity for its costs and expenses in pursuing such action.

         (c) To the extent that the costs and expenses of the Master Servicer
related to any termination of the Company or the related Servicer, appointment
of a successor Servicer or the transfer and assumption of servicing by the
Master Servicer with respect to this Agreement or the related Servicing
Agreement (including, without limitation, (i) all legal costs and expenses and
all due diligence costs and expenses associated with an evaluation of the
potential termination of the Company or the related Servicer as a result of an
event of default by such Person and (ii) all costs and expenses associated with
the complete transfer of servicing, including all servicing files and all
servicing data and the completion, correction or manipulation of such servicing
data as may be required by the successor servicer to correct any errors or
insufficiencies in the servicing data or otherwise to enable the successor
service to service the Mortgage Loans in accordance with this Agreement or the
related Servicing Agreement) are not fully and timely reimbursed by the Company
or the terminated Servicer, the Master Servicer shall be entitled to
reimbursement of such costs and expenses from the Master Servicer Collection
Account.

         (d) The Master Servicer shall require the Company and the related
Servicer to comply with the remittance requirements and other obligations set
forth in this Agreement or the related Servicing Agreement, as applicable.

         (e) If the Master Servicer acts as a servicer, it will not assume
liability for the representations and warranties of the Company or the related
Servicer, if any, that it replaces.

         Section 4.04 Fidelity Bond.

         The Master Servicer, at its expense, shall maintain in effect a blanket
fidelity bond and an errors and omissions insurance policy, affording coverage
with respect to all directors, officers, employees and other Persons acting on
such Master Servicer's behalf, and covering errors and omissions in the
performance of the Master Servicer's obligations hereunder. The errors and
omissions insurance policy and the fidelity bond shall be in such form and
amount generally acceptable for entities serving as master servicers or
trustees.

         Section 4.05 Power to Act; Procedures.

         The Master Servicer shall master service the Mortgage Loans and shall
have full power and authority, subject to the REMIC Provisions and the
provisions of Article XI hereof, to do any and all things that it may deem
necessary or desirable in connection with the master servicing and
administration of the Mortgage Loans, including but not limited to the power and
authority (i) to execute and deliver, on behalf of the Certificateholders and
the Trustee, customary consents or waivers and other instruments and documents,
(ii) to consent to transfers of any Mortgaged Property and assumptions of the
Mortgage Notes and related Mortgages, (iii) to collect any Insurance Proceeds
and Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
of the ownership of the Mortgaged Property securing any Mortgage Loan, in each
case, in accordance with the provisions of this Agreement and the related
Servicing Agreement, as applicable; provided, however, that the Master Servicer
shall not (and, consistent with its responsibilities under Section 4.03, shall
not permit the Company or the related Servicer to) knowingly or intentionally
take any action, or fail to take (or fail to cause to be taken) any action
reasonably within its control and the scope of duties more specifically set
forth herein, that, under the REMIC Provisions, if taken or not taken, as the
case may be, would cause the REMIC Trust to fail to qualify as a REMIC or result
in the imposition of a tax upon the Trust Fund (including but not limited to the
tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and
the tax on contributions to a REMIC set forth in Section 860G(d) of the Code)
unless the Master Servicer has received an Opinion of Counsel (but not at the
expense of the Master Servicer) to the effect that the contemplated action will
not would cause the REMIC Trust to fail to qualify as a REMIC or result in the
imposition of a tax upon the REMIC Trust. The Trustee shall furnish the Master
Servicer, upon written request from a Servicing Officer, with any powers of
attorney empowering the Master Servicer, the Company or the related Servicer to
execute and deliver instruments of satisfaction or cancellation, or of partial
or full release or discharge, and to foreclose upon or otherwise liquidate
Mortgaged Property, and to appeal, prosecute or defend in any court action
relating to the Mortgage Loans or the Mortgaged Property, in accordance with the
related Servicing Agreement and this Agreement, and the Trustee shall execute
and deliver such other documents, as the Master Servicer may request, to enable
the Master Servicer to master service and administer the Mortgage Loans and
carry out its duties hereunder, in each case in accordance with Accepted Master
Servicing Practices (and the Trustee shall have no liability for misuse of any
such powers of attorney by the Master Servicer, the Company or the related
Servicer). If the Master Servicer or the Trustee has been advised that it is
likely that the laws of the state in which action is to be taken prohibit such
action if taken in the name of the Trustee or that the Trustee would be
adversely affected under the "doing business" or tax laws of such state if such
action is taken in its name, the Master Servicer shall join with the Trustee in
the appointment of a co-trustee pursuant to Section 10.11 hereof. In the
performance of its duties hereunder, the Master Servicer shall be an independent
contractor and shall not, except in those instances where it is taking action in
the name of the Trustee, be deemed to be the agent of the Trustee.

         Section 4.06 Due-on-Sale Clauses; Assumption Agreements

         To the extent provided in this Agreement or the related Servicing
Agreement, to the extent Mortgage Loans contain enforceable due-on-sale clauses,
the Master Servicer shall cause the Company and the related Servicer to enforce
such clauses in accordance with this Agreement or the related Servicing
Agreement. If applicable law prohibits the enforcement of a due-on-sale clause
or such clause is otherwise not enforced in accordance with this Agreement or
the related Servicing Agreement, and, as a consequence, a Mortgage Loan is
assumed, the original Mortgagor may be released from liability in accordance
with this Agreement or the related Servicing Agreement.

         Section 4.07 Release of Mortgage Files.

         (a) Upon becoming aware of the payment in full of any Mortgage Loan, or
the receipt by the Company or the related Servicer of a notification that
payment in full has been escrowed in a manner customary for such purposes for
payment to Certificateholders on the next Distribution Date, the Company or the
related Servicer will, if required under the related Servicing Agreement (or if
the Company or the related Servicer does not, the Master Servicer may), promptly
furnish to the Custodian, on behalf of the Trustee, two copies of a
certification substantially in the form of Exhibit H hereto signed by a
Servicing Officer or in a mutually agreeable electronic format which will, in
lieu of a signature on its face, originate from a Servicing Officer (which
certification shall include a statement to the effect that all amounts received
in connection with such payment that are required to be deposited in the
Protected Account maintained by the Company or the Servicer pursuant to Article
V or by the related Servicer pursuant to the related Servicing Agreement have
been or will be so deposited) and shall request that the Custodian, on behalf of
the Trustee, deliver to the Company or the related Servicer the related Mortgage
File. Upon receipt of such certification and request, the Custodian, on behalf
of the Trustee, shall promptly release the related Mortgage File to the Company
or the related Servicer and the Trustee and Custodian shall have no further
responsibility with regard to such Mortgage File. Upon any such payment in full,
the Company or the related Servicer is authorized, to give, as agent for the
Trustee, as the mortgagee under the Mortgage that secured the Mortgage Loan, an
instrument of satisfaction (or assignment of mortgage without recourse,
representation or warranty) regarding the Mortgaged Property subject to the
Mortgage, which instrument of satisfaction or assignment, as the case may be,
shall be delivered to the Person or Persons entitled thereto against receipt
therefor of such payment, it being understood and agreed that no expenses
incurred in connection with such instrument of satisfaction or assignment, as
the case may be, shall be chargeable to the Protected Account.

         (b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan and in accordance with this Agreement or the
related Servicing Agreement, the Trustee shall execute such documents as shall
be prepared and furnished to the Trustee by the Company, the related Servicer or
the Master Servicer (in form reasonably acceptable to the Trustee) and as are
necessary to the prosecution of any such proceedings. The Custodian, on behalf
of the Trustee, shall, upon the request of the Company, the related Servicer or
the Master Servicer, and delivery to the Custodian, on behalf of the Trustee, of
two copies of a request for release signed by a Servicing Officer substantially
in the form of Exhibit H (or in a mutually agreeable electronic format which
will, in lieu of a signature on its face, originate from a Servicing Officer),
release the related Mortgage File held in its possession or control to the
Company, the related Servicer or the Master Servicer, as applicable. Such trust
receipt shall obligate the Company, the related Servicer or the Master Servicer
to return the Mortgage File to the Custodian on behalf of the Trustee, when the
need therefor by such Person no longer exists unless the Mortgage Loan shall be
liquidated, in which case, upon receipt of a certificate of a Servicing Officer
similar to that hereinabove specified, the Mortgage File shall be released by
the Custodian, on behalf of the Trustee, to the Company, the related Servicer or
the Master Servicer.

         Section 4.08 Documents, Records and Funds in Possession of Master
                      Servicer, Company and Servicer to Be Held for Trustee.

         (a) The Master Servicer shall transmit and the Company or the related
Servicer (to the extent required by this Agreement or the related Servicing
Agreement) shall transmit to the Trustee or Custodian such documents and
instruments coming into the possession of such Person from time to time as are
required by the terms hereof, or in the case of the related Servicer, the
related Servicing Agreement, to be delivered to the Trustee or Custodian. Any
funds received by the Master Servicer, the Company or by the related Servicer in
respect of any Mortgage Loan or which otherwise are collected by the Master
Servicer, the Company or by the related Servicer as Liquidation Proceeds or
Insurance Proceeds in respect of any Mortgage Loan shall be held for the benefit
of the Trustee and the Certificateholders subject to the Master Servicer's right
to retain or withdraw from the Master Servicer Collection Account the Master
Servicing Fee and other amounts provided in this Agreement, and to the right of
the Company and the related Servicer to retain its Servicing Fee and other
amounts as provided in this Agreement or the related Servicing Agreement. The
Master Servicer shall, and (to the extent provided in this Agreement or the
related Servicing Agreement) shall cause the Company and the related Servicer
to, provide access to information and documentation regarding the Mortgage Loans
to the Trustee, its agents and accountants at any time upon reasonable request
and during normal business hours, and to Certificateholders that are savings and
loan associations, banks or insurance companies, the OTS, the FDIC and the
supervisory agents and examiners of such Office and Corporation or examiners of
any other federal or state banking or insurance regulatory authority if so
required by applicable regulations of the Office of Thrift Supervision or other
regulatory authority, such access to be afforded without charge but only upon
reasonable request in writing and during normal business hours at the offices of
the Master Servicer designated by it. In fulfilling such a request the Master
Servicer shall not be responsible for determining the sufficiency of such
information.

         (b) All Mortgage Files and funds collected or held by, or under the
control of, the Master Servicer, in respect of any Mortgage Loans, whether from
the collection of principal and interest payments or from Liquidation Proceeds
or Insurance Proceeds, shall be held by the Master Servicer for and on behalf of
the Trustee and the Certificateholders and shall be and remain the sole and
exclusive property of the Trustee; provided, however, that the Master Servicer,
the Company and the related Servicer shall be entitled to setoff against, and
deduct from, any such funds any amounts that are properly due and payable to the
Master Servicer or such Servicer under this Agreement or the related Servicing
Agreement.

         Section 4.09 Standard Hazard Insurance and Flood Insurance Policies.

         (a) For each Mortgage Loan, the Master Servicer shall enforce any
obligation of the Company and the related Servicer under this Agreement or the
related Servicing Agreement to maintain or cause to be maintained standard fire
and casualty insurance and, where applicable, flood insurance, all in accordance
with the provisions of this Agreement or the related Servicing Agreement. It is
understood and agreed that such insurance shall be with insurers meeting the
eligibility requirements set forth in this Agreement and the related Servicing
Agreement and that no earthquake or other additional insurance is to be required
of any Mortgagor or to be maintained on property acquired in respect of a
defaulted loan, other than pursuant to such applicable laws and regulations as
shall at any time be in force and as shall require such additional insurance.

         (b) Pursuant to Sections 5.01, 5.03 and 5.04 any amounts collected by
the Company, the Servicers or the Master Servicer, or by the Company or the
Servicers, under any insurance policies (other than amounts to be applied to the
restoration or repair of the property subject to the related Mortgage or
released to the Mortgagor in accordance with this Agreement or the Servicing
Agreements) shall be deposited by the Company in its Protected Account or by the
related Servicer or the Master Servicer into the Master Servicer Collection
Account, subject to withdrawal pursuant to Sections 5.02, 5.03, 5.04 and 5.06,
as applicable. Any cost incurred by the Master Servicer, the Company or the
related Servicer in maintaining any such insurance if the Mortgagor defaults in
its obligation to do so shall be added to the amount owing under the Mortgage
Loan where the terms of the Mortgage Loan so permit; provided, however, that the
addition of any such cost shall not be taken into account for purposes of
calculating the distributions to be made to Certificateholders and shall be
recoverable by the Master Servicer, the Company or the related Servicer pursuant
to Sections 5.02, 5.03, 5.04 and 5.06, as applicable.

         Section 4.10 Presentment of Claims and Collection of Proceeds.

         The Master Servicer shall (to the extent provided in this Agreement and
the related Servicing Agreement) cause the Company or the Servicer to, prepare
and present on behalf of the Trustee and the Certificateholders all claims under
the Insurance Policies and take such actions (including the negotiation,
settlement, compromise or enforcement of the insured's claim) as shall be
necessary to realize recovery under such policies. Any proceeds disbursed to the
Master Servicer (or disbursed to the Company or the related Servicer and
remitted to the Master Servicer) in respect of such policies, bonds or contracts
shall be promptly deposited in the Master Servicer Collection Account upon
receipt, except that any amounts realized that are to be applied to the repair
or restoration of the related Mortgaged Property as a condition precedent to the
presentation of claims on the related Mortgage Loan to the insurer under any
applicable Insurance Policy need not be so deposited (or remitted).

         Section 4.11 Maintenance of the Primary Mortgage Insurance Policies.

         (a) The Master Servicer shall not take, or permit the Company or the
related Servicer (to the extent such action is prohibited under this Agreement
or the related Servicing Agreement) to take, any action that would result in
noncoverage under any applicable Primary Mortgage Insurance Policy of any loss
which, but for the actions of the Master Servicer, the Company or the related
Servicer, would have been covered thereunder. The Master Servicer shall use its
best reasonable efforts to cause the Company and the related Servicer (to the
extent required under this Agreement and the related Servicing Agreement) to
keep in force and effect (to the extent that the Mortgage Loan requires the
Mortgagor to maintain such insurance), primary mortgage insurance applicable to
each Mortgage Loan (including any LPMI Policy) in accordance with the provisions
of this Agreement and the related Servicing Agreement, as applicable. The Master
Servicer shall not, and shall not permit the Company or the related Servicer (to
the extent required under this Agreement or the related Servicing Agreement) to,
cancel or refuse to renew any such Primary Mortgage Insurance Policy that is in
effect at the date of the initial issuance of the Mortgage Note and is required
to be kept in force hereunder except in accordance with the provisions of this
Agreement and the related Servicing Agreement, as applicable.

         (b) The Master Servicer agrees to cause the Company and the related
Servicer (to the extent required under this Agreement and the related Servicing
Agreement) to present, on behalf of the Trustee and the Certificateholders,
claims to the insurer under any Primary Mortgage Insurance Policies and, in this
regard, to take such reasonable action as shall be necessary to permit recovery
under any Primary Mortgage Insurance Policies respecting defaulted Mortgage
Loans. Pursuant to Sections 5.01, 5.03 and 5.04, any amounts collected by the
Company or the related Servicer under any Primary Mortgage Insurance Policies
shall be deposited by the Company in its Protected Account or by the related
Servicer in the Master Servicer Collection Account, subject to withdrawal
pursuant to Section 5.03 or 5.04, as applicable.

         Section 4.12 Trustee to Retain Possession of Certain Insurance Policies
                      and Documents.

         The Trustee (or the Custodian, as directed by the Trustee), shall
retain possession and custody of the originals (to the extent available) of any
Primary Mortgage Insurance Policies, or certificate of insurance if applicable,
and any certificates of renewal as to the foregoing as may be issued from time
to time as contemplated by this Agreement. Until all amounts distributable in
respect of the Certificates have been distributed in full and the Master
Servicer otherwise has fulfilled its obligations under this Agreement, the
Trustee (or its Custodian, if any, as directed by the Trustee) shall also retain
possession and custody of each Mortgage File in accordance with and subject to
the terms and conditions of this Agreement. The Master Servicer shall promptly
deliver or cause to be delivered to the Trustee (or the Custodian, as directed
by the Trustee), upon the execution or receipt thereof the originals of any
Primary Mortgage Insurance Policies, any certificates of renewal, and such other
documents or instruments that constitute portions of the Mortgage File that come
into the possession of the Master Servicer from time to time.

         Section 4.13 Realization upon Defaulted Mortgage Loans.

         The Master Servicer shall cause the Company and the related Servicer
(to the extent required under this Agreement and the related Servicing
Agreement) to foreclose upon, repossess or otherwise comparably convert the
ownership of Mortgaged Properties securing such of the Mortgage Loans as come
into and continue in default and as to which no satisfactory arrangements can be
made for collection of delinquent payments, all in accordance with this
Agreement or the related Servicing Agreement.

         Section 4.14 Compensation for the Master Servicer.

         The Master Servicer shall be entitled to the Master Servicing Fee on
each Distribution Date as compensation for the performance of its obligations
hereunder. In addition, pursuant to Article V all income and gain realized from
any investment of funds in the Distribution Account and the Master Servicer
Collection Account shall be for the benefit of the Master Servicer as additional
compensation. The Master Servicer will be entitled to retain, as additional
compensation, any interest remitted by the related Servicer in connection with a
Principal Prepayment in full or otherwise in excess of amounts required to be
remitted to the Master Servicer Collection Account. The Master Servicer shall be
required to pay all expenses incurred by it in connection with its activities
hereunder and shall not be entitled to reimbursement therefor except as provided
in this Agreement.

         Section 4.15 REO Property.

         (a) In the event the Trust Fund acquires ownership of any REO Property
in respect of any related Mortgage Loan, the deed or certificate of sale shall
be issued to the Trustee, or to its nominee, on behalf of the related
Certificateholders. The Master Servicer shall, to the extent provided in this
Agreement or the related Servicing Agreement, cause the Company or the related
Servicer to sell, any REO Property as expeditiously as possible and in
accordance with the provisions of this Agreement and the related Servicing
Agreement, as applicable. Pursuant to its efforts to sell such REO Property, the
Master Servicer shall cause the Company or the related Servicer to protect and
conserve, such REO Property in the manner and to the extent required by this
Agreement or the related Servicing Agreement, in accordance with the REMIC
Provisions and in a manner that does not result in a tax on "net income from
foreclosure property" or cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code.

         (b) The Master Servicer shall, to the extent required by this Agreement
or the related Servicing Agreement, cause the Company or the related Servicer to
deposit all funds collected and received in connection with the operation of any
REO Property in the Protected Account.

         (c) The Master Servicer and the Company or the related Servicer, upon
the final disposition of any REO Property, shall be entitled to reimbursement
for any related unreimbursed Advances and other unreimbursed advances as well as
any unpaid Servicing Fees from Liquidation Proceeds received in connection with
the final disposition of such REO Property; provided, that any such unreimbursed
Monthly Advances as well as any unpaid Servicing Fees may be reimbursed or paid,
as the case may be, prior to final disposition, out of any net rental income or
other net amounts derived from such REO Property.

         (d) To the extent provided in this Agreement or the related Servicing
Agreement, the Liquidation Proceeds from the final disposition of the REO
Property, net of any payment to the Master Servicer and the Company or the
related Servicer as provided above shall be deposited in the Protected Account
on or prior to the Determination Date in the month following receipt thereof and
be remitted by wire transfer in immediately available funds to the Master
Servicer for deposit into the related Master Servicer Collection Account on the
next succeeding Remittance Date.

         Section 4.16 Annual Statement as to Compliance.

         (a) The Master Servicer will deliver to the Trustee, not later than
February 28 of each calendar year beginning in 2007, an Officers' Certificate
(an "Annual Statement of Compliance") stating, as to each signatory thereof,
that (i) a review of the activities of the Master Servicer during the preceding
calendar year and of performance under this Agreement or other applicable
servicing agreement has been made under such officers' supervision and (ii) to
the best of such officers' knowledge, based on such review, the Master Servicer
has fulfilled all of its obligations under this Agreement or other applicable
servicing agreement in all material respects throughout such year, or, if there
has been a failure to fulfill any such obligation in any material respect,
specifying each such failure known to such officer and the nature and status of
cure provisions thereof. Such Annual Statement of Compliance shall contain no
restrictions or limitations on its use. In the event that the Master Servicer
has delegated any servicing responsibilities with respect to the Mortgage Loans
to a subservicer, the Master Servicer shall deliver a similar Annual Statement
of Compliance by that subservicer to the Trustee as described above as and when
required with respect to the Master Servicer.

         (b) If the Master Servicer cannot deliver the related Annual Statement
of Compliance by February 28th of such year, the Trustee, at its sole option,
may permit a cure period for the Master Servicer to deliver such Annual
Statement of Compliance, but in no event later than March 10th of such year.

         (c) Failure of the Master Servicer to timely comply with this Section
4.16 shall be deemed an Event of Default, and the Trustee may, in addition to
whatever rights the Trustee may have under this Agreement and at law or equity
or to damages, including injunctive relief and specific performance, upon notice
immediately terminate all the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof
without compensating the Master Servicer for the same. This paragraph shall
supersede any other provision in this Agreement or any other agreement to the
contrary.

         Section 4.17 Assessments of Compliance and Attestation Reports.

         On and after January 1, 2006, the Master Servicer shall service and
administer the Mortgage Loans in accordance with all applicable requirements of
the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act
and Item 1123 of Regulation AB, the Master Servicer shall deliver to the Trustee
on or before February 28 of each calendar year beginning in 2007, a report
regarding the Master Servicer's assessment of compliance (an "Assessment of
Compliance") with the Servicing Criteria during the preceding calendar year. The
Assessment of Compliance must be reasonably satisfactory to the Trustee, and as
set forth in Regulation AB, the Assessment of Compliance must contain the
following:

         (a) A statement by such officer of its responsibility for assessing
compliance with the Servicing Criteria applicable to the Master Servicer;

         (b) A statement by such officer that such officer used the Servicing
Criteria attached as Exhibit M hereto, and which will also be attached to the
Assessment of Compliance, to assess compliance with the Servicing Criteria
applicable to the Master Servicer;

         (c) An assessment by such officer of the Master Servicer's compliance
with the applicable Servicing Criteria for the period consisting of the
preceding calendar year, including disclosure of any material instance of
noncompliance with respect thereto during such period, which assessment shall be
based on the activities it performs with respect to asset-backed securities
transactions taken as a whole involving the Master Servicer, that are backed by
the same asset type as the Mortgage Loans;

         (d) A statement that a registered public accounting firm has issued an
attestation report on the Master Servicer's Assessment of Compliance for the
period consisting of the preceding calendar year; and

         (e) A statement as to which of the Servicing Criteria, if any, are not
applicable to the Master Servicer, which statement shall be based on the
activities it performs with respect to asset-backed securities transactions
taken as a whole involving the Master Servicer, that are backed by the same
asset type as the Mortgage Loans.

         Such report at a minimum shall address each of the Servicing Criteria
specified on Exhibit M hereto which are indicated as applicable to the Master
Servicer.

         On or before February 28 of each calendar year beginning in 2007, the
Master Servicer shall furnish to the Trustee a report (an "Attestation Report")
by a registered public accounting firm that attests to, and reports on, the
Assessment of Compliance made by the Company, as required by Rules 13a-18 and
15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation
Report must be made in accordance with standards for attestation reports issued
or adopted by the Public Company Accounting Oversight Board.

         The Master Servicer shall cause any subservicer, and each subcontractor
determined by the Master Servicer to be "participating in the servicing
function" within the meaning of Item 1122 of Regulation AB, to deliver to the
Trustee and the Depositor an Assessment of Compliance and Attestation Report as
and when provided above.

         Such Assessment of Compliance, as to any subservicer, shall at a
minimum address each of the Servicing Criteria specified on Exhibit M hereto
which are indicated as applicable to any "primary servicer." Notwithstanding the
foregoing, as to any subcontractor, an Assessment of Compliance is not required
to be delivered unless it is required as part of a Form 10-K with respect to the
Trust Fund.

         If the Master Servicer cannot deliver any Assessment of Compliance or
Attestation Report by February 28th of such year, the Trustee, at its sole
option, may permit a cure period for the Master Servicer to deliver such
Assessment of Compliance or Attestation Report, but in no event later than March
10th of such year.

         Failure of the Master Servicer to timely comply with this Section 4.17
shall be deemed an Event of Default, and the Trustee may, in addition to
whatever rights the Trustee may have under this Agreement and at law or equity
or to damages, including injunctive relief and specific performance, upon notice
immediately terminate all the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof
without compensating the Master Servicer for the same. This paragraph shall
supersede any other provision in this Agreement or any other agreement to the
contrary.

         The Trustee shall also provide an Assessment of Compliance and
Attestation Report, as and when provided above, which shall at a minimum address
each of the Servicing Criteria specified on Exhibit M hereto which are indicated
as applicable to the "trustee" or "securities administrator." In addition, the
Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an
Assessment of Compliance and Attestation Report, as and when provided above,
which shall at a minimum address each of the Servicing Criteria specified on
Exhibit M hereto which are indicated as applicable to a "custodian."
Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance
is not required to be delivered unless it is required as part of a Form 10-K
with respect to the Trust Fund

         Section 4.18 [Reserved.]

         Section 4.19 Company.

         On the Closing Date, the Company will receive from the Seller a payment
of $_____].

         Section 4.20 UCC.

         The Trustee agrees to file continuation statements for any Uniform
Commercial Code financing statements which the Seller has informed the Trustee
were filed on the Closing Date in connection with the Trust. The Seller shall
file any financing statements or amendments thereto required by any change in
the Uniform Commercial Code.

         Section 4.21 Optional Purchase of Certain Mortgage Loans.

         With respect to any Mortgage Loans which as of the first day of a
Calendar Quarter is delinquent in payment by 90 days or more or is an REO
Property, the Company shall have the right to purchase any Mortgage Loan from
the Trust which becomes 90 days or more delinquent or becomes an REO Property at
a price equal to the Repurchase Price; provided, however, (i) that such Mortgage
Loan is still 90 days or more delinquent or is an REO Property as of the date of
such purchase and (ii) this purchase option, if not theretofore exercised, shall
terminate on the date prior to the last day of the related Calendar Quarter.
This purchase option, if not exercised, shall not be thereafter reinstated
unless the delinquency is cured and the Mortgage Loan thereafter again becomes
90 days or more delinquent or becomes an REO Property, in which case the option
shall again become exercisable as of the first day of the related Calendar
Quarter.

         In addition, the Company shall, at its option, purchase any Mortgage
Loan from the Trust if the first Due Date for such Mortgage Loan is subsequent
to the Cut-off Date and the initial Monthly Payment is not made within thirty
(30) days of such Due Date. Such purchase shall be made at a price equal to the
Repurchase Price.

         If at any time the Company remits to the Master Servicer a payment for
deposit in the Master Servicer Collection Account covering the amount of the
Repurchase Price for such a Mortgage Loan, and the Company provides to the
Trustee a certification signed by a Servicing Officer stating that the amount of
such payment has been deposited in the Master Servicer Collection Account, then
the Trustee shall execute the assignment of such Mortgage Loan prepared and
delivered to the Trustee, at the request of the Company, without recourse,
representation or warranty, to the Company which shall succeed to all the
Trustee's right, title and interest in and to such Mortgage Loan, and all
security and documents relative thereto. Such assignment shall be an assignment
outright and not for security. The Company will thereupon own such Mortgage, and
all such security and documents, free of any further obligation to the Trustee
or the Certificateholders with respect thereto.

         Section 4.22 Books and Records.

         The Master Servicer shall be responsible for maintaining, and shall
maintain, a complete set of books and records for the Mortgage Loans which shall
be appropriately identified in the Master Servicer's computer system to clearly
reflect the ownership of the Mortgage Loans by the Trust. In particular, the
Master Servicer shall maintain in its possession, available for inspection by
the Trustee and shall deliver to the Trustee upon demand, evidence of compliance
with all federal, state and local laws, rules and regulations. To the extent
that original documents are not required for purposes of realization of
Liquidation Proceeds or Insurance Proceeds, documents maintained by the Master
Servicer may be in the form of microfilm or microfiche or such other reliable
means of recreating original documents, including, but not limited to, optical
imagery techniques so long as the Master Servicer complies with the requirements
of Accepted Servicing Practices.

         The Master Servicer shall maintain with respect to each Mortgage Loan
and shall make available for inspection by the Trustee the related servicing
file during the time such Mortgage Loan is subject to this Agreement and
thereafter in accordance with applicable law.

         Payments on the Mortgage Loans, including any payoffs, made in
accordance with the related Mortgage File will be entered in the Master
Servicer's set of books and records no more than two business days after receipt
and identification, and allocated to principal or interest as specified in the
related Mortgage File.

<PAGE>

                                   ARTICLE V

                                    ACCOUNTS

         Section 5.01 Collection of Mortgage Loan Payments; Protected Account.

         (a) The Company shall make reasonable efforts in accordance with
customary and usual standards of practice of prudent mortgage lenders in the
respective states in which the Mortgaged Properties are located to collect all
payments called for under the terms and provisions of the Mortgage Loans to the
extent such procedures shall be consistent with this Agreement and the terms and
provisions of any related Required Insurance Policy. Consistent with the
foregoing, the Company may in its discretion (i) waive any late payment charge
and (ii) extend the due dates for payments due on a Mortgage Note for a period
not greater than 125 days. In the event of any such arrangement, the Company
shall make Advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements, and shall be entitled to
reimbursement therefor in accordance with Section 6.01. The Company shall not be
required to institute or join in litigation with respect to collection of any
payment (whether under a Mortgage, Mortgage Note or otherwise or against any
public or governmental authority with respect to a taking or condemnation) if it
reasonably believes that enforcing the provision of the Mortgage or other
instrument pursuant to which such payment is required is prohibited by
applicable law. In addition, if (x) a Mortgage Loan is in default or default is
imminent or (y) the Company delivers to the Trustee a certification addressed to
the Trustee, based on the advice of counsel or certified public accountants, in
either case, that have a national reputation with respect to taxation of REMICs,
that a modification of such Mortgage Loan will not result in the imposition of
taxes on or disqualify the REMIC Trust, the Company may, (A) amend the related
Mortgage Note to reduce the Mortgage Rate applicable thereto, provided that such
reduced Mortgage Rate shall in no event be lower than ___% with respect to any
Mortgage Loan and (B) amend any Mortgage Note to extend to the maturity thereof.

         (b) The Company shall establish and maintain a Protected Account (which
shall at all times be an Eligible Account) with a depository institution in the
name of the Company for the benefit of the Trustee on behalf of the
Certificateholders and designated "[Name of Trustee], in trust for registered
holders of Bear Stearns Asset Backed Securities Trust 200__-___, Asset-Backed
Certificates Series 200__-___". The Company shall deposit or cause to be
deposited into the Protected Account on a daily basis within one Business Day of
receipt, except as otherwise specifically provided herein, the following
payments and collections remitted by subservicers or received by it in respect
of the Company Mortgage Loans subsequent to the Cut-off Date (other than in
respect of principal and interest due on the Company Mortgage Loans on or before
the Cut-off Date) and the following amounts required to be deposited hereunder:

                  (i) all payments on account of principal, including Principal
         Prepayments, on the Company Mortgage Loans;

                  (ii) all payments on account of interest on the Company
         Mortgage Loans net of the related Servicing Fee permitted under Section
         3.10 and LPMI Fees, if any;

                  (iii) all Liquidation Proceeds and Insurance Proceeds, other
         than proceeds to be applied to the restoration or repair of the
         Mortgaged Property or released to the Mortgagor in accordance with the
         Company's normal servicing procedures;

                  (iv) any amount required to be deposited by the Company
         pursuant to Section 5.01(c) in connection with any losses on Permitted
         Investments;

                  (v) any amounts required to be deposited by the Company
         pursuant to Section 3.05; and

                  (vi) any other amounts required to be deposited hereunder.

         The foregoing requirements for remittance by the Company into the
Protected Account shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, payments in the nature of late
payment charges or assumption fees, if collected, need not be remitted by the
Company. In the event that the Company shall remit any amount not required to be
remitted and not otherwise subject to withdrawal pursuant to Section 5.02, it
may at any time withdraw or direct the institution maintaining the Protected
Account, to withdraw such amount from the Protected Account, any provision
herein to the contrary notwithstanding. Such withdrawal or direction may be
accomplished by delivering written notice thereof to the institution maintaining
the Protected Account, that describes the amounts deposited in error in the
Protected Account. The Company shall maintain adequate records with respect to
all withdrawals made pursuant to this Section. All items requiring
reconciliation will be resolved within 90 calendar days of their original
identification. All funds deposited in the Protected Account shall be held in
trust for the Certificateholders until withdrawn in accordance with Section
5.02.

         (c) The institution that maintains the Protected Account shall invest
the funds in the Protected Account, in the manner directed by the Company, in
Permitted Investments which shall mature not later than the Remittance Date and
shall not be sold or disposed of prior to its maturity. All such Permitted
Investments shall be made in the name of the Trustee, for the benefit of the
Certificateholders. All income and gain net of any losses realized from any such
investment shall be for the benefit of the Company as servicing compensation and
shall be remitted to it monthly as provided herein. The amount of any losses
incurred in the Protected Account in respect of any such investments shall be
deposited, by the Company into the Protected Account, out of the Company's own
funds.

         (d) The Company shall give at least 30 days advance notice to the
Trustee, the Seller, the Master Servicer, each Rating Agency and the Depositor
of any proposed change of location of the Protected Account prior to any change
thereof.

         Section 5.02 Permitted Withdrawals From the Protected Account.

         (a) The Company may from time to time make withdrawals from the
Protected Account for the following purposes:

                  (i) to pay itself (to the extent not previously paid to or
         withheld by the Company), as servicing compensation in accordance with
         Section 3.10, that portion of any payment of interest that equals the
         Servicing Fee for the period with respect to which such interest
         payment was made, and, as additional servicing compensation, those
         other amounts set forth in Section 3.10;

                  (ii) to reimburse the Company for Advances made by it with
         respect to the Mortgage Loans, provided, however, that the Company's
         right of reimbursement pursuant to this subclause (ii) shall be limited
         to amounts received on particular Mortgage Loan(s) (including, for this
         purpose, Liquidation Proceeds and Insurance Proceeds) that represent
         late recoveries of payments of principal and/or interest on such
         particular Mortgage Loan(s) in respect of which any such Advance was
         made;

                  (iii) to reimburse the Company for any previously made portion
         of a Servicing Advance or an Advance made by the Company that, in the
         good faith judgment of the Company, will not be ultimately recoverable
         by it from the related Mortgagor, any related Liquidation Proceeds,
         Insurance Proceeds or otherwise (a "Nonrecoverable Advance"), to the
         extent not reimbursed pursuant to clause (ii) or clause (v);

                  (iv) to reimburse the Company from Insurance Proceeds for
         Insured Expenses covered by the related Insurance Policy;

                  (v) to pay the Company any unpaid Servicing Fees and to
         reimburse it for any unreimbursed Servicing Advances, provided,
         however, that the Company's right to reimbursement for Servicing
         Advances pursuant to this subclause (v) with respect to any Mortgage
         Loan shall be limited to amounts received on particular Mortgage
         Loan(s) (including, for this purpose, Liquidation Proceeds, Insurance
         Proceeds and purchase and repurchase proceeds) that represent late
         recoveries of the payments for which such Servicing Advances were made;

                  (vi) to pay to the Seller, the Depositor or itself, as
         applicable, with respect to each Mortgage Loan or property acquired in
         respect thereof that has been purchased pursuant to Section 2.02, 2.03
         or 4.21 of this Agreement, all amounts received thereon and not taken
         into account in determining the related Stated Principal Balance of
         such repurchased Mortgage Loan;

                  (vii) to pay any expenses recoverable by the Company pursuant
         to Section 8.04 of this Agreement;

                  (viii) to withdraw pursuant to Section 5.01 any amount
         deposited in the Protected Account and not required to be deposited
         therein; and

                  (ix) to clear and terminate the Protected Account upon
         termination of this Agreement pursuant to Section 11.01 hereof.

         In addition, no later than 1:00 p.m. Eastern time on the Remittance
Date, the Company shall withdraw from the Protected Account and remit to the
Master Servicer the amount required to be withdrawn therefrom pursuant to
Section 5.04 hereof. In addition, on or before the Remittance Date, the Company
shall remit to the Master Servicer for deposit in the Master Servicer Collection
Account any Advances or any payments of Compensating Interest required to be
made by the Company with respect to the Company Mortgage Loans.

         The Company shall keep and maintain separate accounting, on a Mortgage
Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from
the Protected Account pursuant to subclauses (i), (ii), (iv), (v) and (vi)
above. Prior to making any withdrawal from the Protected Account pursuant to
subclause (iii), the Company shall deliver to the Trustee an Officer's
Certificate of a Servicing Officer indicating the amount of any previous Advance
or Servicing Advance determined by the Company to be a Nonrecoverable Advance
and identifying the related Mortgage Loan(s), and their respective portions of
such Nonrecoverable Advance.

         Section 5.02A Reports to Master Servicer.

         On or before the tenth calendar day of each month, the Company shall
furnish to the Master Servicer electronically in a format acceptable to the
Master Servicer loan accounting reports in the investor's assigned loan number
order to document the payment activity on each Company Mortgage Loan on an
individual mortgage loan basis. With respect to each month, such loan accounting
reports shall contain the following:

                  (i) With respect to each Scheduled Payment (on both an actual
         and scheduled basis with respect to mortgage loan balances and on an
         actual basis with respect to paid-through dates), the amount of such
         remittance allocable to principal (including a separate breakdown of
         any Principal Prepayment, including the amount of any Prepayment
         Interest Shortfall);

                  (ii) with respect to each Monthly Payment, the amount of such
         remittance allocable to scheduled interest;

                  (iii) the amount of servicing compensation received by the
         Company during the prior calendar month;

                  (iv) the aggregate scheduled principal balance of the Company
         Mortgage Loans;

                  (v) the aggregate amount of Advances made by the Company
         pursuant to Section 6.01;

                  (vi) the aggregate of any expenses reimbursed to the Company
         during the prior calendar month pursuant to Section 5.02; and

                  (vii) the number and aggregate outstanding principal balances
         of Company Mortgage Loans (a) delinquent (1) 30 to 59 days, (2) 60 to
         89 days, (3) 90 days or more; (b) as to which foreclosure has
         commenced; and (c) as to which REO Property has been acquired.

         Section 5.03 Collection of Taxes; Assessments and Similar Items; Escrow
                      Accounts.

         With respect to each Company Mortgage Loan, to the extent required by
the related Mortgage Note, the Company shall establish and maintain one or more
accounts (each, an "Escrow Account") and deposit and retain therein all
collections from the Mortgagors (or advances by the Company) for the payment of
taxes, assessments, hazard insurance premiums or comparable items for the
account of the Mortgagors. Nothing herein shall require the Company to compel a
Mortgagor to establish an Escrow Account in violation of applicable law.

         Withdrawals of amounts so collected from the Escrow Accounts may be
made only to effect timely payment of taxes, assessments, hazard insurance
premiums, condominium or PUD association dues, or comparable items, to reimburse
the Company out of related collections for any payments made with respect to
each Company Mortgage Loan pursuant to Section 3.01 (with respect to taxes and
assessments and insurance premiums) and Section 3.05 (with respect to hazard
insurance), to refund to any Mortgagors for any Company Mortgage Loans any sums
as may be determined to be overages, to pay interest, if required by law or the
terms of the related Mortgage or Mortgage Note, to such Mortgagors on balances
in the Escrow Account or to clear and terminate the Escrow Account at the
termination of this Agreement in accordance with Section 11.01 thereof. The
Escrow Account shall not be a part of the Trust Fund.

         Section 5.04 Servicer Protected Accounts.

         (a) The Master Servicer shall enforce the obligation of the Company and
the Servicers to establish and maintain a Protected Account in accordance with
this Agreement and the Servicing Agreements, with records to be kept with
respect thereto on a Mortgage Loan by Mortgage Loan basis, into which accounts
shall be deposited within one Business Day (or as of such other time specified
in the Servicing Agreements) of receipt all collections of principal and
interest on any Mortgage Loan and with respect to any REO Property received by
the Company or the related Servicer, including Principal Prepayments, Insurance
Proceeds, Liquidation Proceeds, and advances made from the Company's or such
Servicer's own funds (less servicing compensation as permitted by this Agreement
or the related Servicing Agreement) and all other amounts to be deposited in the
Protected Accounts. Each of the Company and the Servicers are hereby authorized
to make withdrawals from and deposits to the related Protected Account for
purposes required or permitted by this Agreement. To the extent provided in this
Agreement or any Servicing Agreement, the Protected Account shall be held in a
Designated Depository Institution and segregated on the books of such
institution in the name of the Trustee for the benefit of Certificateholders.

         (b) To the extent provided in this Agreement or any Servicing
Agreement, amounts on deposit in a Protected Account may be invested in
Permitted Investments in the name of the Trustee for the benefit of
Certificateholders and, except as provided in the preceding paragraph, not
commingled with any other funds, such Permitted Investments to mature, or to be
subject to redemption or withdrawal, no later than the date on which such funds
are required to be withdrawn for deposit in the Master Servicer Collection
Account, and shall be held until required for such deposit. The income earned
from Permitted Investments made pursuant to this Section 5.04 shall be paid to
the Company or the related Servicer under this Agreement or the related
Servicing Agreement, and the risk of loss of moneys required to be distributed
to the Certificateholders resulting from such investments shall be borne by and
be the risk of the Company or the related Servicer, as the case may be. The
Company or the related Servicer (to the extent provided in this Agreement or the
related Servicing Agreement) shall deposit the amount of any such loss in the
Protected Account within two Business Days of receipt of notification of such
loss but not later than the second Business Day prior to the Distribution Date
on which the moneys so invested are required to be distributed to the
Certificateholders.

         (c) To the extent provided in this Agreement or the related Servicing
Agreement and subject to this Article V, on or before each Remittance Date, the
Company or the related Servicer shall withdraw or shall cause to be withdrawn
from its Protected Account and shall immediately deposit or cause to be
deposited in the Master Servicer Collection Account amounts representing the
following collections and payments (other than with respect to principal of or
interest on the Mortgage Loans due on or before the Cut-off Date):

                  (i) Scheduled Payments on the Mortgage Loans received or any
         related portion thereof advanced by the Company or the related Servicer
         pursuant to the related Servicing Agreement which were due on or before
         the related Due Date, net of the amount thereof comprising the
         Servicing Fees;

                  (ii) Full Principal Prepayments and any Liquidation Proceeds
         received by the Company or the related Servicer with respect to such
         Mortgage Loans in the related Prepayment Period, with interest to the
         date of prepayment or liquidation, net of the amount thereof comprising
         the Servicing Fees and LPMI Fees, if any;

                  (iii) Partial Principal Prepayments received by the Company or
         the related Servicer for such Mortgage Loans in the related Prepayment
         Period; and

                  (iv) Any amount to be used as an Advance.

         (d) Withdrawals may be made from a Protected Account by the Company as
described in Section 5.02 hereof and by the Master Servicer or the related
Servicer only to make remittances as provided in Section 5.04(c), 5.05 and 5.06;
to reimburse the Master Servicer or the Servicer for Advances which have been
recovered by subsequent collection from the related Mortgagor; to remove amounts
deposited in error; to remove fees, charges or other such amounts deposited on a
temporary basis; or to clear and terminate the account at the termination of
this Agreement in accordance with Section 11.01. As provided in Sections 5.04(c)
and 5.05(b) certain amounts otherwise due to the related Servicer may be
retained by the related Servicer and need not be deposited in the Master
Servicer Collection Account.

         Section 5.05 Master Servicer Collection Account.

         (a) The Master Servicer shall establish and maintain in the name of the
Trustee, for the benefit of the Certificateholders, the Master Servicer
Collection Account which shall be an Eligible Account. The Master Servicer will
deposit in the Master Servicer Collection Account as identified by the Master
Servicer and as received by the Master Servicer, the following amounts:

                  (i) Any amounts withdrawn from a Protected Account;

                  (ii) Any Advance and any Compensating Interest Payments;

                  (iii) Any Insurance Proceeds or Liquidation Proceeds received
         by or on behalf of the Master Servicer or which were not deposited in a
         Protected Account;

                  (iv) The Repurchase Price with respect to any Mortgage Loans
         purchased by the Seller or Section 2.02 or 2.03, any amounts which are
         to be treated pursuant to Section 2.04 of this Agreement as the payment
         of such a Repurchase Price, the Repurchase Price with respect to any
         Mortgage Loans purchased by the Company pursuant to Section 4.21, and
         all proceeds of any Mortgage Loans or property acquired with respect
         thereto repurchased by the Seller or its designee pursuant to Section
         11.01;

                  (v) Any amounts required to be deposited with respect to
         losses on investments of deposits in an Account; and

                  (vi) Any other amounts received by or on behalf of the Master
         Servicer or the Trustee and required to be deposited in the Master
         Servicer Collection Account pursuant to this Agreement.

         (b) All amounts deposited to the Master Servicer Collection Account
shall be held by the Master Servicer in the name of the Trustee in trust for the
benefit of the Certificateholders in accordance with the terms and provisions of
this Agreement. The requirements for crediting the Master Servicer Collection
Account or the Distribution Account shall be exclusive, it being understood and
agreed that, without limiting the generality of the foregoing, payments in the
nature of late payment charges or assumption, tax service, statement account or
payoff, substitution, satisfaction, release and other like fees and charges,
need not be credited by the Master Servicer or the related Servicer to the
Distribution Account or the Master Servicer Collection Account, as applicable.
In the event that the Master Servicer shall deposit or cause to be deposited to
the Distribution Account any amount not required to be credited thereto, the
Trustee, upon receipt of a written request therefor signed by a Servicing
Officer of the Master Servicer, shall promptly transfer such amount to the
Master Servicer, any provision herein to the contrary notwithstanding.

         (c) The amount at any time credited to the Master Servicer Collection
Account may be invested, in the name of the Trustee, or its nominee, for the
benefit of the Certificateholders, in Permitted Investments or be held in cash
as directed by Master Servicer. All Permitted Investments shall mature or be
subject to redemption or withdrawal on or before, and shall be held until, the
next succeeding Distribution Account Deposit Date. Any and all investment
earnings from the Master Servicer Collection Account shall be paid to the Master
Servicer. The risk of loss of moneys required to be distributed to the
Certificateholders resulting from such investments shall be borne by and be the
risk of the Master Servicer. The Master Servicer shall deposit the amount of any
such loss in the Master Servicer Collection Account within two Business Days of
receipt of notification of such loss but not later than the second Business Day
prior to the Distribution Date on which the moneys so invested are required to
be distributed to the Certificateholders.

         Section 5.06 Permitted Withdrawals and Transfers from the Master
                      Servicer Collection Account.

         (a) The Master Servicer will, from time to time on demand of the Master
Servicer or the Securities Administrator, make or cause to be made such
withdrawals or transfers from the Master Servicer Collection Account as the
Master Servicer has designated for such transfer or withdrawal pursuant to this
Agreement and the related Servicing Agreement. The Master Servicer may clear and
terminate the Master Servicer Collection Account pursuant to Section 11.01 and
remove amounts from time to time deposited in error.

         (b) On an ongoing basis, the Master Servicer shall withdraw from the
Master Servicer Collection Account to pay itself as provided in Section 4.14 and
to pay any expenses recoverable by the Trustee, the Master Servicer, the
Custodian or the Securities Administrator pursuant to Sections 4.03, 8.03, 8.04
and 10.05.

         (c) In addition, on or before each Distribution Account Deposit Date,
the Master Servicer shall deposit in the Distribution Account (or remit to the
Trustee for deposit therein) any Advances required to be made by the Master
Servicer with respect to the Mortgage Loans.

         (d) No later than 3:00 p.m. New York time on each Distribution Account
Deposit Date, the Master Servicer will transfer all available funds on deposit
in the Master Servicer Collection Account with respect to the related
Distribution Date to the Trustee for deposit in the Distribution Account.

         Section 5.07 Distribution Account.

         (a) The Trustee shall establish and maintain in the name of the
Trustee, for the benefit of the Certificateholders, the Distribution Account as
a segregated trust account or accounts.

         (b) All amounts deposited to the Distribution Account shall be held by
the Trustee in the name of the Trustee in trust for the benefit of the
Certificateholders in accordance with the terms and provisions of this
Agreement.

         (c) The Distribution Account shall constitute an Eligible Account of
the Trust Fund segregated on the books of the Trustee and held by the Trustee
and the Distribution Account and the funds deposited therein shall not be
subject to, and shall be protected from, all claims, liens, and encumbrances of
any creditors or depositors of the Trustee (whether made directly, or indirectly
through a liquidator or receiver of the Trustee). The amount at any time
credited to the Distribution Account may be, as directed by the Master Servicer,
held either uninvested in a trust or deposit account of the Trustee with no
liability for interest or other compensation thereof, except as otherwise agreed
in writing with the Master Servicer, or invested in the name of the Trustee, in
such Permitted Investments which mature not later than the Business Day next
preceding the succeeding Distribution Date, except if such Permitted Investment
is an obligation of or is managed by the institution that maintains such fund or
account, then such Permitted Investment shall mature not later than such
Distribution Date. Permitted Investments in respect of the Distribution Account
shall not be sold or disposed of prior to their maturity. All investment
earnings on amounts on deposit in the Distribution Account or benefit from funds
uninvested therein from time to time shall be for the account of the Master
Servicer. The Master Servicer shall be permitted to receive distribution of any
and all investment earnings from the Distribution Account on each Distribution
Date. If there is any loss on a Permitted Investment or demand deposit, the
Master Servicer shall deposit the amount of the loss in the Distribution
Account. With respect to the Distribution Account and the funds deposited
therein, the Trustee shall take such action as may be necessary to ensure that
the Certificateholders shall be entitled to the priorities afforded to such a
trust account (in addition to a claim against the estate of the Trustee) as
provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto,
if applicable, or any applicable comparable state statute applicable to state
chartered banking corporations.

         Section 5.08 Permitted Withdrawals and Transfers from the Distribution
                      Account.

         (a) The Trustee will, from time to time on demand of the Master
Servicer or the Securities Administrator, make or cause to be made such
withdrawals or transfers from the Distribution Account as the Master Servicer
has designated for such transfer or withdrawal pursuant to this Agreement or any
Servicing Agreement or as the Securities Administrator has instructed hereunder
for the following purposes (limited in the case of amounts due the Master
Servicer to those not withdrawn from the Master Servicer Collection Account in
accordance with the terms of this Agreement; provided that the Trustee shall not
be responsible for such determination and may rely on the Master Servicer's or
the Securities Administrator's instructions under this Section 5.08):

                  (i) to reimburse the Master Servicer, the Company or the
         related Servicer for any Advance or Servicing Advance of its own funds,
         the right of the Master Servicer, the Company or the related Servicer
         to reimbursement pursuant to this subclause (i) being limited to
         amounts received on a particular Mortgage Loan (including, for this
         purpose, the Repurchase Price therefor, Insurance Proceeds and
         Liquidation Proceeds) which represent late payments or recoveries of
         the principal of or interest on such Mortgage Loan respecting which
         such Advance or Servicing Advance was made;

                  (ii) to reimburse the Master Servicer, the Company or the
         related Servicer from Insurance Proceeds or Liquidation Proceeds
         relating to a particular Mortgage Loan for amounts expended by the
         Master Servicer, the Company or the related Servicer in good faith in
         connection with the restoration of the related Mortgaged Property which
         was damaged by an uninsured cause or in connection with the liquidation
         of such Mortgage Loan;

                  (iii) to reimburse the Master Servicer, the Company or the
         related Servicer from Insurance Proceeds relating to a particular
         Mortgage Loan for insured expenses incurred with respect to such
         Mortgage Loan and to reimburse the Master Servicer, the Company or the
         related Servicer from Liquidation Proceeds from a particular Mortgage
         Loan for Liquidation Expenses incurred with respect to such Mortgage
         Loan; provided that the Master Servicer shall not be entitled to
         reimbursement for Liquidation Expenses with respect to a Mortgage Loan
         to the extent that (i) any amounts with respect to such Mortgage Loan
         were paid as Excess Liquidation Proceeds pursuant to clause (x) of this
         Subsection (a) to the Master Servicer; and (ii) such Liquidation
         Expenses were not included in the computation of such Excess
         Liquidation Proceeds;

                  (iv) [reserved];

                  (v) [reserved];

                  (vi) to reimburse the Master Servicer, the Company or a
         Servicer for advances of funds pursuant to this Agreement or the
         related Servicing Agreement, and the right to reimbursement pursuant to
         this subclause being limited to amounts received on the related
         Mortgage Loan (including, for this purpose, the Repurchase Price
         therefor, Insurance Proceeds and Liquidation Proceeds) which represent
         late recoveries of the payments for which such advances were made;

                  (vii) to reimburse the Master Servicer, the Company or a
         Servicer for any Advance or advance, after a Realized Loss has been
         allocated with respect to the related Mortgage Loan if the Advance or
         advance has not been reimbursed pursuant to clauses (i) and (vi);

                  (viii) to pay the Master Servicer as set forth in Section
         4.14;

                  (ix) to reimburse the Master Servicer for expenses, costs and
         liabilities incurred by and reimbursable to it pursuant to Sections
         4.03, 8.04(c) and (d) and 12.02 or otherwise reimbursable to it
         pursuant to this Agreement;

                  (x) to pay to the Master Servicer, as additional servicing
         compensation, any Excess Liquidation Proceeds to the extent not
         retained by the Company or the related Servicer;

                  (xi) to reimburse or pay the Company or the related Servicer
         any such amounts as are due thereto under this Agreement or the related
         Servicing Agreement and have not been retained by or paid to the
         Company or the related Servicer, to the extent provided herein and in
         the related Servicing Agreement;

                  (xii) to reimburse the Trustee, the Custodian or the
         Securities Administrator for expenses, costs and liabilities incurred
         by or reimbursable to it pursuant to this Agreement (to the extent not
         reimbursed from the Master Servicer Collection Account in accordance
         with Section 5.06);

                  (xiii) to remove amounts deposited in error; and

                  (xiv) to clear and terminate the Distribution Account pursuant
         to Section 11.01.

         (b) The Master Servicer shall keep and maintain separate accounting, on
a Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for any
reimbursement from the Distribution Account pursuant to subclauses (i) through
(vi), inclusive, and (viii) or with respect to any such amounts which would have
been covered by such subclauses had the amounts not been retained by the Master
Servicer without being deposited in the Distribution Account under Section 5.06.

         (c) On each Distribution Date, the Trustee shall distribute the
Available Funds to the extent of funds on deposit in the Distribution Account to
the holders of the Certificates in accordance with the Remittance Report upon
which the Trustee may conclusively rely.

<PAGE>

                                   ARTICLE VI

                           DISTRIBUTIONS AND ADVANCES

         Section 6.01 Advances.

         (a) The Company shall make an Advance with respect to any Company
Mortgage Loan and deposit such Advance in the Master Servicer Collection Account
no later than 1:00 p.m. Eastern time on the Remittance Date in immediately
available funds. The Master Servicer shall cause the related Servicer to remit
any such Advance required pursuant to the terms of the related Servicing
Agreement. The Company or the related Servicer, as applicable, shall be
obligated to make any such Advance only to the extent that such advance would
not be a Nonrecoverable Advance. If the Company or the related Servicer shall
have determined that it has made a Nonrecoverable Advance or that a proposed
Advance or a lesser portion of such Advance would constitute a Nonrecoverable
Advance, the Company or the related Servicer, as the case may be, shall deliver
(i) to the Trustee for the benefit of the Certificateholders funds constituting
the remaining portion of such Advance, if applicable, and (ii) to the Depositor,
the Master Servicer, each Rating Agency and the Trustee an Officer's Certificate
setting forth the basis for such determination.

         In lieu of making all or a portion of such Advance from its own funds,
the Company may (i) cause to be made an appropriate entry in its records
relating to the Protected Account that any Amounts Held for Future Distribution
has been used by the Company in discharge of its obligation to make any such
Advance and (ii) transfer such funds from the Protected Account to the
Distribution Account. Any funds so applied and transferred shall be replaced by
the Company by deposit in the Distribution Account, no later than the close of
business on the Remittance Date immediately preceding the Distribution Date on
which such funds are required to be distributed pursuant to this Agreement.

         The Company shall be entitled to be reimbursed from the Protected
Account for all Advances of its own funds made pursuant to this Section as
provided in Section 5.02. The obligation to make Advances with respect to any
Mortgage Loan shall continue until such Mortgage Loan is paid in full or the
related Mortgaged Property or related REO Property has been liquidated or until
the purchase or repurchase thereof (or substitution therefor) from the Trust
Fund pursuant to any applicable provision of this Agreement, except as otherwise
provided in this Section 6.01.

         (b) If the Scheduled Payment on a Mortgage Loan that was due on a
related Due Date and is delinquent other than as a result of application of the
Relief Act and for which the Company or the related Servicer was required to
make an Advance pursuant to this Agreement or the related Servicing Agreement
exceeds the amount deposited in the Master Servicer Collection Account which
will be used for an Advance with respect to such Mortgage Loan, the Master
Servicer will deposit in the Master Servicer Collection Account not later than
the Distribution Account Deposit Date immediately preceding the related
Distribution Date an amount equal to such deficiency, net of the Master
Servicing Fee and Servicing Fee for such Mortgage Loan except to the extent the
Master Servicer determines any such Advance to be nonrecoverable from
Liquidation Proceeds, Insurance Proceeds or future payments on the Mortgage Loan
for which such Advance was made. Subject to the foregoing, the Master Servicer
shall continue to make such Advances through the date that the Company or the
related Servicer is required to do so under this Agreement or the related
Servicing Agreement, as applicable. If applicable, on the Distribution Account
Deposit Date, the Master Servicer shall present an Officer's Certificate to the
Trustee (i) stating that the Master Servicer elects not to make an Advance in a
stated amount and (ii) detailing the reason it deems the advance to be
nonrecoverable.

         Subject to and in accordance with the provisions of Article IX hereof,
in the event the Master Servicer fails to make such Advance, then the Trustee,
as Successor Master Servicer, shall be obligated to make such Advance, subject
to the provisions of this Section 6.01.

         Section 6.02 Compensating Interest Payments.

         (a) In the event that there is a Prepayment Interest Shortfall arising
from a voluntary Principal Prepayment in part or in full by the Mortgagor with
respect to any Company Mortgage Loan, the Company shall, to the extent of the
Servicing Fee for such Distribution Date, deposit into the Master Servicer
Collection Account, as a reduction of the Servicing Fee for such Distribution
Date, no later than the close of business on the Remittance Date immediately
preceding such Distribution Date, an amount equal to the Prepayment Interest
Shortfall; and in case of such deposit, the Company shall not be entitled to any
recovery or reimbursement from the Depositor, the Trustee, the Seller, the
Securities Administrator, the Trust Fund or the Certificateholders.

         (b) The Master Servicer shall cause each Servicer under the related
Servicing Agreement to remit any required Compensating Interest Payments to the
Master Servicer Collection Account on the Remittance Date.

         (c) The Master Servicer shall be required to remit the amount of any
such Prepayment Interest Shortfalls, to the extent of the Master Servicing Fee
for such Distribution Date, in the event the Company or the related Servicer is
required to make such payment but fails to do so.

         Section 6.03 [Reserved.]

         Section 6.04 Distributions.

         (a) On each Distribution Date, the Available Funds for such
Distribution Date shall be withdrawn by the Trustee to the extent of funds on
deposit in the Distribution Account and distributed as directed in accordance
with the Remittance Report for such Distribution Date, in the following order of
priority:

         first, to pay accrued and unpaid interest on the Offered Certificates
as follows:

                  1. To the holders of the Class [A-1] Certificates, the Monthly
         Interest Distributable Amount for such Class for such Distribution
         Date;

                  2. To the holders of the Class [M-1] Certificates, the Monthly
         Interest Distributable Amount for such Class for such Distribution
         Date;

                  3. To the holders of the Class [M-2] Certificates, the Monthly
         Interest Distributable Amount for such Class for such Distribution
         Date; and

                  4. To the holders of the Class [B-1] Certificates, the Monthly
         Interest Distributable Amount for such Class for such Distribution
         Date.

         second, (a) on each Distribution Date other than the Distribution Date
in _____, 200__, the Principal Distribution Amount for such Distribution Date
shall be paid to the holders of the Offered Certificates, allocated on a pro
rata basis, based on the Certificate Principal Balance of each such Class, until
the Certificate Principal Balance of each such Class has been reduced to zero;
and (b) on the Distribution Date in _____, 200__, the Principal Distribution
Amount for such Distribution Date shall be paid (i) first, to the holders of the
Class P Certificates, until the Certificate Principal Balance thereof has been
reduced to zero and (ii) second, to the holders of the Offered Certificates,
allocated on a pro rata basis, based on the Certificate Principal Balance of
each such Class, until the Certificate Principal Balance of each such Class has
been reduced to zero.

         third, after the payment of interest and principal to the Certificates
as described in clauses first and second above, any Net Monthly Excess Cashflow
for such Distribution Date will be distributed as follows:

                  1. After the Distribution Date in _____, 200__, to the holders
         of the Offered Certificates, in an amount equal to any Extra Principal
         Distribution Amount, payable to such holders as part of the Principal
         Distribution Amount pursuant to clause second above;

                  2. To the holders of the Class [A-1] Certificates, then to the
         holders of the Class [M-1] Certificates, then to the holders of the
         Class [M-2] Certificates, and then to the holders of the Class [B-1]
         Certificates, any Unpaid Interest Shortfall for such Classes of
         Certificates on such Distribution Date, to the extent not previously
         reimbursed;

                  3. To the holders of the Class [M-1] Certificates, in an
         amount equal to the Applied Realized Loss Amount for the Class [M-1]
         Certificates;

                  4. To the holders of the Class [M-2] Certificates, in an
         amount equal to the Applied Realized Loss Amount for the Class [M-2]
         Certificates;

                  5. To the holders of the Class [B-1] Certificates, in an
         amount equal to the Applied Realized Loss Amount for the Class [B-1]
         Certificates; and

                  6. To the holders of the Class R Certificate, any amount of
         Net Monthly Excess Cashflow remaining after distributions pursuant to
         items 1 through 5 of this clause third.

         (b) [Reserved.]

         (c) Subject to Section 11.02 hereof respecting the final distribution,
on each Distribution Date the Trustee shall make distributions to each
Certificateholder of record on the preceding Record Date either by wire transfer
in immediately available funds to the account of such holder at a bank or other
entity having appropriate facilities therefor, if (i) such Holder has so
notified the Trustee at least 5 Business Days prior to the related Record Date
and (ii) such Holder shall hold Regular Certificates with aggregate principal
denominations of not less than $1,000,000 or evidencing a Percentage Interest
aggregating 10% or more with respect to such Class or, if not, by check mailed
by first class mail to such Certificateholder at the address of such holder
appearing in the Certificate Register. Notwithstanding the foregoing, but
subject to Section 11.02 hereof respecting the final distribution, distributions
with respect to Certificates registered in the name of a Depository shall be
made to such Depository in immediately available funds.

         (d) On or before 5:00 p.m. Eastern time on the fifth Business Day
immediately preceding each Distribution Date, the Master Servicer shall deliver
a report to the Securities Administrator in the form of a computer readable
magnetic tape (or by such other means as the Master Servicer and the Securities
Administrator may agree from time to time) containing such data and information,
as agreed to by the Master Servicer and the Securities Administrator such as to
permit the Securities Administrator to prepare the Monthly Statement to
Certificateholders and to direct the Trustee in writing to make the required
distributions for the related Distribution Date (the "Remittance Report"). The
Securities Administrator shall deliver a Remittance Report to the Trustee on or
before 5:00 p.m. Eastern time on the Business Day immediately preceding each
Distribution Date.

         Section 6.04A Allocation of Realized Losses.

         (a) On or prior to each Determination Date, the Master Servicer shall
determine the amount of any Realized Loss in respect of each Mortgage Loan that
occurred during the immediately preceding calendar month.

         (b) The interest portion of Realized Losses shall be allocated to the
Certificates as described in Section 1.02 hereof.

         (c) The principal portion of all Realized Losses on the Mortgage Loans
allocated to any REMIC Regular Interest pursuant to Section 6.04(A)(d) shall be
allocated on each Distribution Date as follows: first, to Net Monthly Excess
Cashflow; second, to the Class B-1 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; third, to the Class M-2 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero; and
fourth, to the Class M-1 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero. All such Realized Losses to be allocated to
the Certificate Principal Balances of all Classes on any Distribution Date shall
be so allocated after the actual distributions to be made on such date as
provided above. All references above to the Certificate Principal Balance of any
Class of Certificates shall be to the Certificate Principal Balance of such
Class immediately prior to the relevant Distribution Date, before reduction
thereof by any Realized Losses, in each case to be allocated to such Class of
Certificates, on such Distribution Date.

         Any allocation of the principal portion of Realized Losses to a
Subordinate Certificate on any Distribution Date shall be made by reducing the
Certificate Principal Balance thereof by the amount so allocated. No allocations
of any Realized Losses shall be made to the Certificate Principal Balances of
the Class A-1 Certificates.

         All such Realized Losses and all other losses allocated to a Class of
Certificates hereunder will be allocated among the, Certificates of such Class
in proportion to the Percentage Interests evidenced thereby.

         Section 6.05 Monthly Statements to Certificateholders.

         (a) Not later than each Distribution Date, the Securities Administrator
shall prepare and make available to each Holder of Certificates, the Trustee,
the Master Servicer and the Depositor a statement setting forth for the
Certificates:

                  (i) the applicable record dates, accrual periods,
         determination dates for calculating distributions and general
         distribution dates;

                  (ii) the total cash flows received and the general sources
         thereof;

                  (iii) the related amount of the Servicing Fees paid to or
         retained by the Master Servicer for the related Due Period;

                  (iv) the amount of the related distribution to Holders of each
         Class allocable to principal, separately identifying (A) the aggregate
         amount of any Principal Prepayments included therein, (B) the aggregate
         of all scheduled payments of principal included therein and (C) the
         Extra Principal Distribution Amount (if any);

                  (v) the amount of such distribution to Holders of each Class
         allocable to interest;

                  (vi) the amount of such distribution to Holders of each Class
         of Class A Certificates and Class M Certificates allocable to interest
         and the portion thereof, if any, provided by the Derivative
         Administration Agreement;

                  (vii) the Interest Carry Forward Amount and any Basis Risk
         Shortfall Carry Forward Amount for each Class of Certificates;

                  (viii) the Pass-Through Rate for each Class of Class A
         Certificates and Class M Certificates with respect to the current
         Accrual Period, and, if applicable, whether such Pass-Through Rate was
         limited by the Net Rate Cap;

                  (ix) the aggregate of the Stated Principal Balance of (A) all
         of the Mortgage Loans and (B) the Adjustable Rate Mortgage Loans, for
         the following Distribution Date;

                  (x) the Certificate Principal Balance or Certificate Notional
         Amount, as applicable, of each Class after giving effect (i) to all
         distributions allocable to principal on such Distribution Date and (ii)
         the allocation of any Applied Realized Loss Amounts for such
         Distribution Date;

                  (xi) the number and Stated Principal Balance of the Mortgage
         Loans in each Loan Group in respect of which (A) one Scheduled Payment
         is Delinquent, (B) two Scheduled Payments are Delinquent, (C) three or
         more Scheduled Payments are Delinquent and (D) foreclosure proceedings
         have been commenced, in each case as of the close of business on the
         last day of the calendar month preceding such Distribution Date and
         separately identifying such information for the (1) first lien Mortgage
         Loans, (2) second lien Mortgage Loans, and (3) Adjustable Rate Mortgage
         Loans, in each such Loan Group;

                  (xii) the amount of Advances included in the distribution on
         such Distribution Date (including the general purpose of such
         Advances), the aggregate amount of unreimbursed Advances at the close
         of business on the Distribution Date, and the general source of funds
         for reimbursements;

                  (xiii) the cumulative amount of Applied Realized Loss Amounts
         to date;

                  (xiv) if applicable, material modifications, extensions or
         waivers to Mortgage Loan terms, fees, penalties or payments during the
         preceding calendar month or that have become material over time;

                  (xv) with respect to any Mortgage Loan that was liquidated
         during the preceding calendar month, the loan number and Stated
         Principal Balance of, and Realized Loss on, such Mortgage Loan as of
         the close of business on the Determination Date preceding such
         Distribution Date;

                  (xvi) the total number and principal balance of any real
         estate owned or REO Properties as of the close of business on the
         Determination Date preceding such Distribution Date;

                  (xvii) the three month rolling average of the percent
         equivalent of a fraction, the numerator of which is the aggregate
         Stated Principal Balance of the Mortgage Loans that are 60 days or more
         delinquent or are in bankruptcy or foreclosure or are REO Properties,
         and the denominator of which is the aggregate Stated Principal Balance
         of all of the Mortgage Loans in each case as of the close of business
         on the last day of the calendar month preceding such Distribution Date
         and separately identifying such information for the (1) first lien
         Mortgage Loans, and (2) Adjustable Rate Mortgage Loans;

                  (xviii) the Realized Losses during the related Prepayment
         Period and the cumulative Realized Losses through the end of the
         preceding month;

                  (xix) whether a Trigger Event exists;

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

                  (xxi) updated pool composition data including the following
         with respect to each Loan Group: average loan balance, weighted average
         mortgage rate, weighted average loan-to-value ratio at origination,
         weighted average FICO at origination weighted average remaining term;
         and [NOTE - Item 1121(a)(8) requires updated pool composition
         information, the foregoing is a suggestion of what to provide]

                  (xxii) information about any additions of, substitutions for
         or removal of any Mortgage Loans from the Trust Fund, and any changes
         in the underwriting, acquisition or selection criteria as to any
         Mortgage Loans added to the Trust Fund

         The Securities Administrator may make the foregoing Monthly Statement
(and, at its option, any additional files containing the same information in an
alternative format) available each month to Certificateholders via the
Securities Administrator's internet website. The Securities Administrator's
internet website shall initially be located at "www.[___].com". Assistance in
using the website can be obtained by calling the Securities Administrator's
customer service desk at (___) ___-____. Parties that are unable to use the
above distribution options are entitled to have a paper copy mailed to them via
first class mail by calling the customer service desk and indicating such. The
Securities Administrator may change the way Monthly Statements are distributed
in order to make such distributions more convenient or more accessible to the
above parties.

         To the extent timely received from the Securities Administrator, the
Trustee will also make the related Monthly Statements available to
Certificateholders via the Trustee's internet website. The Trustee's internet
website will initially be located at "www.[ ]/[ ]". Assistance in using the
Trustee's internet website can be obtained by calling the Trustee's customer
service desk at (___) _______.

         (b) The Securities Administrator's responsibility for making the above
information available to the Certificateholders is limited to the availability,
timeliness and accuracy of the information derived from the Master Servicer, the
Company and the Servicers. The Securities Administrator will make available a
copy of each statement provided pursuant to this Section 6.05 to each Rating
Agency.

         (c) Within a reasonable period of time after the end of each calendar
year, the Trustee shall cause to be furnished upon request to each Person who at
any time during the calendar year was a Certificateholder, based on information
provided by the Securities Administrator containing the information set forth in
clauses (a)(i) and (a)(ii) of this Section 6.05 aggregated for such calendar
year or applicable portion thereof during which such Person was a
Certificateholder. Such obligation of the Trustee shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Trustee or the Securities Administrator pursuant to any
requirements of the Code as from time to time in effect.

         (d) Upon filing with the Internal Revenue Service, the Securities
Administrator shall furnish to the Holders of the Residual Certificates the
applicable Form 1066 and each applicable Form 1066Q and shall respond promptly
to written requests made not more frequently than quarterly by any Holder of a
Residual Certificate with respect to the following matters:

                  (i) The original projected principal and interest cash flows
         on the Closing Date on each Class of regular and residual interests
         created hereunder and on the Mortgage Loans, based on the Prepayment
         Assumption;

                  (ii) The projected remaining principal and interest cash flows
         as of the end of any calendar quarter with respect to each Class of
         regular and residual interests created hereunder and the Mortgage
         Loans, based on the Prepayment Assumption;

                  (iii) The applicable Prepayment Assumption and any interest
         rate assumptions used in determining the projected principal and
         interest cash flows described above;

                  (iv) The original issue discount (or, in the case of the
         Mortgage Loans, market discount) or premium accrued or amortized
         through the end of such calendar quarter with respect to each Class of
         regular or residual interests created hereunder and to the Mortgage
         Loans, together with each constant yield to maturity used in computing
         the same;

                  (v) The treatment of losses realized with respect to the
         Mortgage Loans or the regular interests created hereunder, including
         the timing and amount of any cancellation of indebtedness income of a
         REMIC with respect to such regular interests or bad debt deductions
         claimed with respect to the Mortgage Loans;

                  (vi) The amount and timing of any non-interest expenses of a
         REMIC; and

                  (vii) Any taxes (including penalties and interest) imposed on
         the REMIC, including, without limitation, taxes on "prohibited
         transactions," "contributions" or "net income from foreclosure
         property" or state or local income or franchise taxes.

         The information pursuant to clauses (i), (ii), (iii) and (iv) above
shall be provided by the Depositor pursuant to Section 10.12.

         Section 6.06 REMIC Designation.

         (a) The Trustee shall elect that the Trust Fund shall be treated as a
REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this
Agreement or in the administration of this Agreement shall be resolved in a
manner that preserves the validity of such REMIC election. The assets of the
REMIC Trust shall include the Mortgage Loans and all interest owing in respect
of and principal due thereon, the Distribution Account, the Master Servicer
Collection Account, the Reserve Account, the Protected Accounts maintained by
the Company and the Servicers, any REO Property, any proceeds of the foregoing
and any other assets subject to this Agreement.

<PAGE>

                                   ARTICLE VII

                                THE CERTIFICATES

         Section 7.01 The Certificates.

         The Certificates shall be substantially in the forms attached hereto as
Exhibits A-1 through A-7. The Certificates shall be issuable in registered form,
in the minimum dollar denominations, integral dollar multiples in excess thereof
(except that one Certificate of each Class may be issued in a different amount
which must be in excess of the applicable minimum dollar denomination) and
aggregate dollar denominations as set forth in the following table:

                Minimum Integral Multiple in Original Certificate

<TABLE>
<CAPTION>
                              Excess of      Principal
Class       Denomination       Minimum        Balance             Pass-Through Rate
------      ------------      ---------      ---------      ---------------------------
<S>           <C>              <C>               <C>        <C>
[A-1]         $25,000          $1,000            $          Class A-1 Pass-Through Rate
[M-1]         $25,000          $1,000            $          Class M-1 Pass-Through Rate
[M-2]         $25,000          $1,000            $          Class M-2 Pass-Through Rate
[B-1]         $25,000          $1,000            $          Class B-1 Pass-Through Rate
[R]           100%             N/A               N/A        N/A
</TABLE>

         The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee by an authorized officer. Certificates bearing the manual
or facsimile signatures of individuals who were, at the time when such
signatures were affixed, authorized to sign on behalf of the Trustee shall bind
the Trustee, notwithstanding that such individuals or any of them have ceased to
be so authorized prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such authentication and delivery. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless there appears on such Certificate the countersignature
of the Trustee by manual signature, and such countersignature upon any
Certificate shall be conclusive evidence, and the only evidence, that such
Certificate has been duly countersigned and delivered hereunder. All
Certificates shall be dated the date of their countersignature. On the Closing
Date, the Trustee shall authenticate the Certificates to be issued at the
written direction of the Depositor, or any affiliate thereof.

         The Depositor shall provide, or cause to be provided, to the Trustee on
a continuous basis, an adequate inventory of Certificates to facilitate
transfers.

         Section 7.02 Certificate Register; Registration of Transfer and
                      Exchange of Certificates.

         (a) The Trustee shall maintain, or cause to be maintained in accordance
with the provisions of Section 7.09 hereof, a Certificate Register for the Trust
Fund in which, subject to the provisions of subsections (b) and (c) below and to
such reasonable regulations as it may prescribe, the Trustee shall provide for
the registration of Certificates and of Transfers and exchanges of Certificates
as herein provided. Upon surrender for registration of Transfer of any
Certificate, the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of the same
Class and of like aggregate Percentage Interest.

         At the option of a Certificateholder, Certificates may be exchanged for
other Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest upon surrender of the Certificates to be
exchanged at the office or agency of the Trustee. Whenever any Certificates are
so surrendered for exchange, the Trustee shall execute, authenticate, and
deliver the Certificates that the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for registration
of Transfer or exchange shall be accompanied by a written instrument of Transfer
in form satisfactory to the Trustee duly executed by the holder thereof or his
attorney duly authorized in writing.

         No service charge to the Certificateholders shall be made for any
registration of Transfer or exchange of Certificates, but payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any Transfer or exchange of Certificates may be required.

         All Certificates surrendered for registration of Transfer or exchange
shall be canceled and subsequently destroyed by the Trustee in accordance with
the Trustee's customary procedures.

         (b) No Transfer of a Private Certificate shall be made unless such
Transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under the Securities Act and such state securities
laws. In the event that a Transfer is to be made in reliance upon an exemption
from the Securities Act and such laws, in order to assure compliance with the
Securities Act and such laws, the Certificateholder desiring to effect such
Transfer and such Certificateholder's prospective transferee shall each certify
to the Trustee and the Securities Administrator in writing the facts surrounding
the Transfer in substantially the forms set forth in Exhibit E (the "Transferor
Certificate") and (x) deliver a letter in substantially the form of either
Exhibit F (the "Investment Letter") or Exhibit G (the "Rule 144A Letter") or (y)
there shall be delivered to the Trustee and the Securities Administrator an
Opinion of Counsel addressed to the Trustee and the Securities Administrator
that such Transfer may be made pursuant to an exemption from the Securities Act,
which Opinion of Counsel shall not be an expense of the Depositor, the Seller,
the Master Servicer, the Securities Administrator or the Trustee. The Depositor
shall provide to any Holder of a Private Certificate and any prospective
transferee designated by any such Holder, information regarding the related
Certificates and the Mortgage Loans and such other information as shall be
necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4)
for Transfer of any such Certificate without registration thereof under the
Securities Act pursuant to the registration exemption provided by Rule 144A. The
Trustee, the Securities Administrator and the Master Servicer shall cooperate
with the Depositor in providing the Rule 144A information referenced in the
preceding sentence, including providing to the Depositor such information
regarding the Certificates, the Mortgage Loans and other matters regarding the
Trust Fund as the Depositor shall reasonably request to meet its obligation
under the preceding sentence. Each Holder of a Private Certificate desiring to
effect such Transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Seller, the Securities Administrator and the Master Servicer
against any liability that may result if the Transfer is not so exempt or is not
made in accordance with such federal and state laws.

         No Transfer of an ERISA Restricted Certificate shall be made unless
either (i) the Trustee, the Master Servicer and the Securities Administrator
shall have received a representation from the transferee of such Certificate
acceptable to and in form and substance satisfactory to the Trustee, the Master
Servicer and the Securities Administrator, to the effect that such transferee is
not an employee benefit plan subject to Section 406 of ERISA and/or a plan
subject to Section 4975 of the Code, or a Person acting on behalf of any such
plan or using the assets of any such plan, or (ii) in the case of any such ERISA
Restricted Certificate presented for registration in the name of an employee
benefit plan subject to ERISA, or a plan subject to Section 4975 of the Code (or
comparable provisions of any subsequent enactments), or a trustee of any such
plan or any other person acting on behalf of any such plan, the Trustee shall
have received an Opinion of Counsel for the benefit of the Trustee, the Master
Servicer and the Securities Administrator and on which they may rely,
satisfactory to the Trustee, to the effect that the purchase or holding of such
ERISA Restricted Certificate will not result in any prohibited transactions
under ERISA or Section 4975 of the Code and will not subject the Trustee, the
Master Servicer, the Depositor or the Securities Administrator to any obligation
in addition to those expressly undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Trustee, the Master Servicer, the
Depositor or the Securities Administrator. Notwithstanding anything else to the
contrary herein, any purported transfer of an ERISA Restricted Certificate to or
on behalf of an employee benefit plan subject to Section 406 of ERISA and/or a
plan subject to Section 4975 of the Code without the delivery of the Opinion of
Counsel as described above shall be void and of no effect; provided that the
restriction set forth in this sentence shall not be applicable if there has been
delivered to the Trustee an Opinion of Counsel meeting the requirements of
clause (ii) of the first sentence of this paragraph. None of the Trustee, the
Securities Administrator or the Master Servicer shall be under any liability to
any Person for any registration of transfer of any ERISA Restricted Certificate
that is in fact not permitted by this Section 7.02(b) or for making any payments
due on such Certificate to the Holder thereof or taking any other action with
respect to such Holder under the provisions of this Agreement. The Trustee and
the Securities Administrator shall each be entitled, but not obligated, to
recover from any Holder of any ERISA Restricted Certificate that was in fact an
employee benefit plan subject to Section 406 of ERISA or a plan subject to
Section 4975 of the Code or a Person acting on behalf of any such plan at the
time it became a Holder or, at such subsequent time as it became such a plan or
Person acting on behalf of such a plan, all payments made on such ERISA
Restricted Certificate at and after either such time. Any such payments so
recovered by the Trustee or the Securities Administrator shall be paid and
delivered by the Trustee or the Securities Administrator to the last preceding
Holder of such Certificate that is not such a plan or Person acting on behalf of
a plan.

         Each beneficial owner of a Class M-1, Class M-2 or Class B-1
Certificate or any interest therein shall be deemed to have represented, by
virtue of its acquisition or holding of that certificate or interest therein,
that either (i) it is not a Plan or investing with "Plan Assets", (ii) it has
acquired and is holding such certificate in reliance on the Exemption, and that
it understands that there are certain conditions to the availability of the
Exemption, including that the certificate must be rated, at the time of
purchase, not lower than "BBB-" (or its equivalent) by S&P, Fitch or Moody's
Investors Service, Inc., and the certificate is so rated or (iii) (1) it is an
insurance company, (2) the source of funds used to acquire or hold the
certificate or interest therein is an "insurance company general account," as
such term is defined in Prohibited Transaction Class Exemption ("PTCE") 95-60,
and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.

         (c) Each Person who has or who acquires any Ownership Interest in the
Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions, and
the rights of each Person acquiring any Ownership Interest in the Class R
Certificate are expressly subject to the following provisions:

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

                  (ii) No Ownership Interest in the Class R Certificate may be
         registered on the Closing Date or thereafter transferred, and the
         Trustee shall not register the Transfer of the Class R Certificate
         unless, in addition to the certificates required to be delivered to the
         Trustee under subparagraph (b) above, the Trustee shall have been
         furnished with an affidavit (a "Transfer Affidavit") of the initial
         owner or the proposed transferee in the form attached hereto as Exhibit
         D.

                  (iii) Each Person holding or acquiring any Ownership Interest
         in the Class R Certificate shall agree (A) to obtain a Transfer
         Affidavit from any other Person to whom such Person attempts to
         Transfer its Ownership Interest in the Class R Certificate, (B) to
         obtain a Transfer Affidavit from any Person for whom such Person is
         acting as nominee, trustee or agent in connection with any Transfer of
         the Class R Certificate and (C) not to Transfer its Ownership Interest
         in the Class R Certificate or to cause the Transfer of an Ownership
         Interest in the Class R Certificate to any other Person if it has
         actual knowledge that such Person is not a Permitted Transferee.

                  (iv) Any attempted or purported Transfer of any Ownership
         Interest in the Class R Certificate in violation of the provisions of
         this Section 7.02(c) shall be absolutely null and void and shall vest
         no rights in the purported Transferee. If any purported transferee
         shall become a Holder of the Class R Certificate in violation of the
         provisions of this Section 6.02(c), then the last preceding Permitted
         Transferee shall be restored to all rights as Holder thereof
         retroactive to the date of registration of Transfer of the Class R
         Certificate. The Trustee shall be under no liability to any Person for
         any registration of Transfer of the Class R Certificate that is in fact
         not permitted by Section 7.02(b) and this Section 7.02(c) or for making
         any payments due on such Certificate to the Holder thereof or taking
         any other action with respect to such Holder under the provisions of
         this Agreement so long as the Transfer was registered after receipt of
         the related Transfer Affidavit. The Trustee shall be entitled but not
         obligated to recover from any Holder of the Class R Certificate that
         was in fact not a Permitted Transferee at the time it became a Holder
         or, at such subsequent time as it became other than a Permitted
         Transferee, all payments made on the Class R Certificate at and after
         either such time. Any such payments so recovered by the Trustee shall
         be paid and delivered by the Trustee to the last preceding Permitted
         Transferee of such Certificate.

                  (v) The Master Servicer shall make available within 60 days of
         written request from the Trustee, all information necessary to compute
         any tax imposed under Section 860E(e) of the Code as a result of a
         Transfer of an Ownership Interest in the Class R Certificate to any
         Holder who is not a Permitted Transferee.

         The restrictions on Transfers of the Class R Certificate set forth in
this Section 7.02(c) shall cease to apply (and the applicable portions of the
legend on the Class R Certificate may be deleted) with respect to Transfers
occurring after delivery to the Trustee of an Opinion of Counsel addressed to
the Trustee, which Opinion of Counsel shall not be an expense of the Trustee,
the Securities Administrator, the Seller or the Master Servicer to the effect
that the elimination of such restrictions will not cause the REMIC Trust to fail
to qualify as a REMIC at any time that the Certificates are outstanding or
result in the imposition of any tax on the Trust Fund, a Certificateholder or
another Person. Each Person holding or acquiring any ownership Interest in the
Class R Certificate hereby consents to any amendment of this Agreement that,
based on an Opinion of Counsel addressed to the Trustee and furnished to the
Trustee, is reasonably necessary (a) to ensure that the record ownership of, or
any beneficial interest in, the Class R Certificate is not transferred, directly
or indirectly, to a Person that is not a Permitted Transferee and (b) to provide
for a means to compel the Transfer of the Class R Certificate that is held by a
Person that is not a Permitted Transferee to a Holder that is a Permitted
Transferee.

         (d) The preparation and delivery of all certificates and opinions
referred to above in this Section 7.02 shall not be an expense of the Trust
Fund, the Trustee, the Depositor, the Seller, the Securities Administrator or
the Master Servicer.

         Section 7.03 Mutilated, Destroyed, Lost or Stolen Certificates.

         If (a) any mutilated Certificate is surrendered to the Trustee, or the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Certificate and of the ownership thereof and (b) there is delivered to
the Securities Administrator and the Trustee such security or indemnity as may
be required by them to save each of them harmless, then, in the absence of
notice to the Trustee that such Certificate has been acquired by a bona fide
purchaser, the Trustee shall execute, authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like Class, tenor and Percentage Interest. In connection with the
issuance of any new Certificate under this Section 7.03, the Trustee may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Trustee) connected therewith. Any replacement
Certificate issued pursuant to this Section 7.03 shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time. All Certificates surrendered to the Trustee under the terms of this
Section 7.03 shall be canceled and destroyed by the Trustee in accordance with
its standard procedures without liability on its part.

         Section 7.04 Persons Deemed Owners.

         The Securities Administrator, the Trustee and any agent of the
Securities Administrator or the Trustee may treat the person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in this Agreement and for all other purposes
whatsoever, and neither the Securities Administrator, the Trustee nor any agent
of the Securities Administrator or the Trustee shall be affected by any notice
to the contrary.

         Section 7.05 Access to List of Certificateholders' Names and Addresses.

         If three or more Certificateholders (a) request such information in
writing from the Trustee, (b) state that such Certificateholders desire to
communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates, and (c) provide a copy of the
communication that such Certificateholders propose to transmit or if the
Depositor or the Master Servicer shall request such information in writing from
the Trustee, then the Trustee shall, within ten Business Days after the receipt
of such request, provide the Depositor, the Master Servicer or such
Certificateholders at such recipients' expense the most recent list of the
Certificateholders of the Trust Fund held by the Trustee, if any. The Depositor
and every Certificateholder, by receiving and holding a Certificate, agree that
the Trustee shall not be held accountable by reason of the disclosure of any
such information as to the list of the Certificateholders hereunder, regardless
of the source from which such information was derived.

         Section 7.06 Book-Entry Certificates.

         The Regular Certificates, upon original issuance, shall be issued in
the form of one or more typewritten Certificates representing the Book- Entry
Certificates, to be delivered to the Depository by or on behalf of the
Depositor. Such Certificates shall initially be registered on the Certificate
Register in the name of the Depository or its nominee, and no Certificate Owner
of such Certificates will receive a definitive certificate representing such
Certificate Owner's interest in such Certificates, except as provided in Section
7.08. Unless and until definitive, fully registered Certificates ("Definitive
Certificates") have been issued to the Certificate Owners of such Certificates
pursuant to Section 7.08:

         (a) the provisions of this Section shall be in full force and effect;

         (b) the Depositor, the Securities Administrator and the Trustee may
deal with the Depository and the Depository Participants for all purposes
(including the making of distributions) as the authorized representative of the
respective Certificate Owners of such Certificates;

         (c) registration of the Book-Entry Certificates may not be transferred
by the Trustee except to another Depository;

         (d) the rights of the respective Certificate Owners of such
Certificates shall be exercised only through the Depository and the Depository
Participants and shall be limited to those established by law and agreements
between the Owners of such Certificates and the Depository and/or the Depository
Participants. Pursuant to the Depository Agreement, unless and until Definitive
Certificates are issued pursuant to Section 7.08, the Depository will make
book-entry transfers among the Depository Participants and receive and transmit
distributions of principal and interest on the related Certificates to such
Depository Participants;

         (e) the Depository may collect its usual and customary fees, charges
and expenses from its Depository Participants;

         (f) the Trustee may rely and shall be fully protected in relying upon
information furnished by the Depository with respect to its Depository
Participants; and

         (g) to the extent that the provisions of this Section conflict with any
other provisions of this Agreement, the provisions of this Section shall
control.

         For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Certificateholders
evidencing a specified percentage of the aggregate unpaid principal amount of
any Class of Certificates, such direction or consent may be given by Certificate
Owners (acting through the Depository and the Depository Participants) owning
Book-Entry Certificates evidencing the requisite percentage of principal amount
of such Class of Certificates.

         Section 7.07 Notices to Depository.

         Whenever any notice or other communication is required to be given to
Certificateholders of a Class with respect to which Book-Entry Certificates have
been issued, unless and until Definitive Certificates shall have been issued to
the related Certificate Owners, the Trustee shall give all such notices and
communications to the Depository.

         Section 7.08 Definitive Certificates.

         If, after Book-Entry Certificates have been issued with respect to any
Certificates, (a) the Depositor or the Depository advises the Trustee that the
Depository is no longer willing or able to discharge properly its
responsibilities under the Depository Agreement with respect to such
Certificates and the Depositor is unable to locate a qualified successor, (b)
the Depositor, at its sole option, advises the Trustee that it elects to
terminate the book-entry system with respect to such Certificates through the
Depository or (c) after the occurrence and continuation of an Event of Default,
Certificate Owners of such Book-Entry Certificates having not less than 51% of
the Voting Rights evidenced by any Class of Book-Entry Certificates advise the
Trustee and the Depository in writing through the Depository Participants that
the continuation of a book-entry system with respect to Certificates of such
Class through the Depository (or its successor) is no longer in the best
interests of the Certificate Owners of such Class, then the Trustee shall notify
all Certificate Owners of such Certificates, through the Depository, of the
occurrence of any such event and of the availability of Definitive Certificates
to applicable Certificate Owners requesting the same. The Depositor shall
provide the Trustee with an adequate inventory of certificates to facilitate the
issuance and transfer of Definitive Certificates. Upon surrender to the Trustee
of any such Certificates by the Depository, accompanied by registration
instructions from the Depository for registration, the Trustee shall countersign
and deliver such Definitive Certificates. Neither the Depositor nor the Trustee
shall be liable for any delay in delivery of such instructions and each may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of such Definitive Certificates, all references herein to
obligations imposed upon or to be performed by the Depository shall be deemed to
be imposed upon and performed by the Trustee, to the extent applicable with
respect to such Definitive Certificates and the Trustee shall recognize the
Holders of such Definitive Certificates as Certificateholders hereunder.

         Section 7.09 Maintenance of Office or Agency.

         The Trustee will maintain or cause to be maintained at its expense an
office or offices or agency or agencies at ___________________________________
where Certificates may be surrendered for registration of transfer or exchange.
The Trustee will give prompt written notice to the Certificateholders of any
change in such location of any such office or agency.

<PAGE>

                                  ARTICLE VIII

                       THE COMPANY AND THE MASTER SERVICER

         Section 8.01 Liabilities of the Depositor, the Company and the Master
                      Servicer.

         Each of the Depositor, the Company and the Master Servicer shall be
liable in accordance herewith only to the extent of the obligations specifically
imposed upon and undertaken by it herein.

         Section 8.02 Merger or Consolidation of the Depositor, the Company or
                      the Master Servicer.

         (a) Each of the Depositor, the Company and the Master Servicer will
keep in full force and effect its existence, rights and franchises as a
corporation under the laws of the state of its incorporation, and will obtain
and preserve its qualification to do business as a foreign corporation in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Agreement, the Certificates or any of the
Mortgage Loans and to perform its duties under this Agreement.

         (b) Any Person into which the Depositor, the Company or the Master
Servicer may be merged or consolidated, or any corporation resulting from any
merger or consolidation to which the Depositor, the Company or the Master
Servicer shall be a party, or any Person succeeding to the business of the
Depositor, the Company or the Master Servicer, shall be the successor of the
Depositor, the Company or the Master Servicer hereunder, without the execution
or filing of any paper or further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

         Section 8.03 Indemnification of the Trustee, the Master Servicer and
                      the Securities Administrator.

         (a) The Master Servicer agrees to indemnify the Indemnified Persons
for, and to hold them harmless against, any loss, liability or expense
(including reasonable legal fees and disbursements of counsel) incurred on their
part that may be sustained in connection with, arising out of, or relating to,
any claim or legal action (including any pending or threatened claim or legal
action) relating to this Agreement, including the powers of attorney delivered
pursuant to Sections 4.01 and 4.05 hereof, the Assignment Agreements, the
Custodial Agreement or the Certificates (i) related to the Master Servicer's
failure to perform its duties in compliance with this Agreement (except as any
such loss, liability or expense shall be otherwise reimbursable pursuant to this
Agreement) or (ii) incurred by reason of the Master Servicer's willful
misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder, provided, in each case, that with respect to any such claim or legal
action (or pending or threatened claim or legal action), the Trustee shall have
given the Master Servicer and the Seller written notice thereof promptly after
the Trustee shall have with respect to such claim or legal action knowledge
thereof; provided, however that the failure to give such notice shall not
relieve the Master Servicer of its indemnification obligations hereunder. This
indemnity shall survive the resignation or removal of the Trustee, Master
Servicer or the Securities Administrator and the termination of this Agreement.

         (b) The Company agrees to indemnify the Indemnified Persons and to hold
them harmless from and against any and all claims, losses, damages, penalties,
fines, forfeitures, legal fees and related costs, judgments, and any other
costs, fees and expenses that the Indemnified Persons may sustain in any way
related to the failure of the Company to perform in any way its duties and
service the Company Mortgage Loans in strict compliance with the terms of this
Agreement and for breach of any representation or warranty of the Company
contained herein. The Company shall immediately notify the Master Servicer and
the Trustee if a claim is made by a third party with respect to this Agreement
or the Company Mortgage Loans, assume (with the consent of the Master Servicer
and the Trustee and with counsel reasonably satisfactory to the Master Servicer
and the Trustee) the defense of any such claim and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or any
Indemnified Person in respect of such claim but failure to so notify the Company
shall not limit its obligations hereunder. The Company agrees that it will not
enter into any settlement of any such claim without the consent of the
Indemnified Persons unless such settlement includes an unconditional release of
such Indemnified Persons from all liability that is the subject matter of such
claim. The provisions of this Section 8.03(b) shall survive termination of this
Agreement.

         (c) The Seller will indemnify any Indemnified Person for any loss,
liability or expense of any Indemnified Person not otherwise paid or covered
pursuant to Subsections (a) or (b) above.

         Section 8.04 Limitations on Liability of the Depositor, the Company,
                      the Master Servicer and Others.

         Subject to the obligation of the Depositor, the Company and the Master
Servicer to indemnify the Indemnified Persons pursuant to Section 8.03:

         (a) Neither the Depositor, the Company, the Master Servicer nor any of
the directors, officers, employees or agents of the Depositor, the Company and
the Master Servicer shall be under any liability to the Indemnified Persons, the
Trust Fund or the Certificateholders for taking any action or for refraining
from taking any action in good faith pursuant to this Agreement, or for errors
in judgment; provided, however, that this provision shall not protect the
Depositor, the Company, the Master Servicer or any such Person against any
breach of warranties or representations made herein or any liability which would
otherwise be imposed by reason of such Person's willful misfeasance, bad faith
or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder.

         (b) The Depositor, the Company, the Master Servicer and any director,
officer, employee or agent of the Depositor, the Company and the Master Servicer
may rely in good faith on any document of any kind prima facie properly executed
and submitted by any Person respecting any matters arising hereunder.

         (c) The Depositor, the Company, the Master Servicer, the Trustee, the
Custodian and any director, officer, employee or agent of the Depositor, the
Company, the Master Servicer, the Trustee or the Custodian shall be indemnified
by the Trust and held harmless thereby against any loss, liability or expense
(including reasonable legal fees and disbursements of counsel) incurred on their
part that may be sustained in connection with, arising out of, or related to,
any claim or legal action (including any pending or threatened claim or legal
action) relating to this Agreement, the Assignment Agreements, the Custodial
Agreement, the Certificates or the Servicing Agreements (except with respect to
the Master Servicer only, to the extent that the Master Servicer is indemnified
by the Company under this Agreement or by the related Servicer under the related
Servicing Agreement), other than (i) any such loss, liability or expense related
to the Company's or the Master Servicer's failure to perform its respective
duties in compliance with this Agreement (except as any such loss, liability or
expense shall be otherwise reimbursable pursuant to this Agreement), or to the
Custodian's failure to perform its duties under the Custodial Agreement, or (ii)
any such loss, liability or expense incurred by reason of the Company's, the
Master Servicer's or the Custodian's willful misfeasance, bad faith or gross
negligence in the performance of duties hereunder or under the Custodial
Agreement, as applicable, or by reason of reckless disregard of obligations and
duties hereunder or under the Custodial Agreement, as applicable.

         (d) Neither the Depositor, the Company nor the Master Servicer shall be
under any obligation to appear in, prosecute or defend any legal action that is
not incidental to its duties under this Agreement and that in its opinion may
involve it in any expense or liability; provided, however, the Master Servicer
may in its discretion, with the consent of the Trustee (which consent shall not
be unreasonably withheld), undertake any such action which it may deem necessary
or desirable with respect to this Agreement and the rights and duties of the
parties hereto and the interests of the Certificateholders hereunder. In such
event, the legal expenses and costs of such action and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
Master Servicer shall be entitled to be reimbursed therefor out of the Master
Servicer Collection Account as provided by Section 5.05. Nothing in this
Subsection 8.04(d) shall affect the Master Servicer's obligation to supervise,
or to take such actions as are necessary to ensure, the servicing and
administration of the Mortgage Loans pursuant to Subsection 4.01(a).

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

         (f) The Master Servicer shall not be liable for any acts or omissions
of the Company or the Servicers, except as otherwise expressly provided herein.

         Section 8.05 Master Servicer and Company Not to Resign.

         (a) Except as provided in Section 8.07, the Master Servicer shall not
resign from the obligations and duties hereby imposed on it except (i) with the
prior written consent of the Trustee (which consent shall not be unreasonably
withheld) or (ii) upon a determination that any such duties hereunder are no
longer permissible under applicable law and such impermissibility cannot be
cured. Any such determination permitting the resignation of the Master Servicer
shall be evidenced by an Opinion of Counsel to such effect, addressed to and
delivered to, the Trustee. No such resignation by the Master Servicer shall
become effective until the Company or the Trustee or a successor to the Master
Servicer reasonably satisfactory to the Trustee shall have assumed the
responsibilities and obligations of the Master Servicer in accordance with
Section 9.02 hereof. The Trustee shall notify the Rating Agencies of the
resignation of the Master Servicer.

         (b) The Company shall not resign from the obligations and duties hereby
imposed on it except (i) upon the assignment of its servicing duties with
respect to all or a portion of the Company Mortgage Loans to an institution that
is a Fannie Mae and Freddie Mac approved seller/servicer in good standing that
has a net worth of not less than $10,000,000 and with the prior written consent
of the Master Servicer (which consent shall not be unreasonably withheld) or
(ii) upon the determination that its duties hereunder are no longer permissible
under applicable law and such incapacity cannot be cured by the Company. Any
determination permitting the resignation of the Company shall be evidenced by an
Opinion of Counsel to such effect addressed to and delivered, to the Master
Servicer and the Trustee which Opinion of Counsel shall be in form and substance
acceptable to the Master Servicer and the Trustee. No appointment of a successor
to the Company shall be effective hereunder unless (a) the Rating Agencies have
confirmed in writing that such appointment will not result in a downgrade,
qualification or withdrawal of the then current ratings assigned to the
Certificates, (b) such successor shall have represented that it is meets the
eligibility criteria set forth in clause (i) above and (c) such successor has
agreed to assume the obligations of the Company hereunder to the extent of the
Company Mortgage Loans to be serviced by such successor. The Company shall
provide a copy of the written confirmation of the Rating Agencies and the
agreement executed by such successor to the Master Servicer and the Trustee. No
such resignation shall become effective until a Qualified Successor or the
Master Servicer shall have assumed the Company's responsibilities and
obligations hereunder. The Company shall notify the Master Servicer, the Trustee
and the Rating Agencies of the resignation of the Company or the assignment of
all or a portion of its servicing duties hereunder in accordance with this
Section 8.05.

         Section 8.06 Successor Master Servicer.

         In connection with the appointment of any successor Master Servicer or
the assumption of the duties of the Master Servicer, the Company or the Trustee
may make such arrangements for the compensation of such successor master
servicer out of payments on the Mortgage Loans as the Company or the Trustee and
such successor master servicer shall agree. If the successor master servicer
does not agree that such market value is a fair price, such successor master
servicer shall obtain two quotations of market value from third parties actively
engaged in the servicing of single-family mortgage loans. In no event shall the
compensation of any successor master servicer exceed that permitted the Master
Servicer without the consent of all of the Certificateholders.

         Section 8.07 Sale and Assignment of Master Servicing.

         The Master Servicer may sell and assign its rights and delegate its
duties and obligations in its entirety as Master Servicer under this Agreement
and the Company may terminate the Master Servicer without cause and select a new
Master Servicer; provided, however, that: (i) the purchaser or transferee
accepting such assignment and delegation (a) shall be a Person which shall be
qualified to service mortgage loans for Fannie Mae or Freddie Mac; (b) shall
have a net worth of not less than $10,000,000 (unless otherwise approved by each
Rating Agency pursuant to clause (ii) below); (c) shall be reasonably
satisfactory to the Trustee (as evidenced in a writing signed by the Trustee);
and (d) shall execute and deliver to the Trustee an agreement, in form and
substance reasonably satisfactory to the Trustee, which contains an assumption
by such Person of the due and punctual performance and observance of each
covenant and condition to be performed or observed by it as master servicer
under this Agreement, any custodial agreement from and after the effective date
of such agreement; (ii) each Rating Agency shall be given prior written notice
of the identity of the proposed successor to the Master Servicer and each Rating
Agency's rating of the Certificates in effect immediately prior to such
assignment, sale and delegation will not be downgraded, qualified or withdrawn
as a result of such assignment, sale and delegation, as evidenced by a letter to
such effect delivered to the Master Servicer and the Trustee; (iii) the Master
Servicer assigning and selling the master servicing shall deliver to the Trustee
an Officer's Certificate and an Opinion of Counsel addressed to the Trustee,
each stating that all conditions precedent to such action under this Agreement
have been completed and such action is permitted by and complies with the terms
of this Agreement; and (iv) in the event the Master Servicer is terminated
without cause by the Company, the Company shall pay, from its own funds and
without any right of reimbursement, the terminated Master Servicer a termination
fee equal to ___% of the aggregate Stated Principal Balance of the Mortgage
Loans at the time the master servicing of the Mortgage Loans is transferred to
the successor Master Servicer. No such assignment or delegation shall affect any
liability of the Master Servicer arising prior to the effective date thereof.

<PAGE>

                                   ARTICLE IX

                    DEFAULT; TERMINATION OF MASTER SERVICER;
                             TERMINATION OF COMPANY

         Section 9.01 Events of Default.

         "Event of Default," wherever used herein, means any one of the
following events:

                  (i) any failure by the Master Servicer to remit to the Trustee
         any amounts received or collected by the Master Servicer in respect of
         the Mortgage Loans and required to be remitted by it hereunder or any
         Advance required to be made by it pursuant to this Agreement, which
         failure shall continue unremedied for [one Business Day] after the date
         on which written notice of such failure shall have been given to the
         Master Servicer by the Trustee or the Depositor, or to the Trustee and
         the Master Servicer by the Holders of Certificates evidencing not less
         than [25]% of the Voting Rights evidenced by the Certificates; or

                  (ii) any failure by the Master Servicer to observe or perform
         in any material respect any other of the covenants or agreements on the
         part of the Master Servicer contained in this Agreement or any breach
         of a representation or warranty by the Master Servicer, which failure
         or breach shall continue unremedied for a period of [60] days after the
         date on which written notice of such failure shall have been given to
         Master Servicer by the Trustee or the Depositor, or to the Trustee and
         the Master Servicer by the Holders of Certificates evidencing not less
         than [25]% of the Voting Rights evidenced by the Certificates; or

                  (iii) a decree or order of a court or agency or supervisory
         authority having jurisdiction in the premises for the appointment of a
         receiver or liquidator in any insolvency, readjustment of debt,
         marshalling of assets and liabilities or similar proceedings, or for
         the winding-up or liquidation of its affairs, shall have been entered
         against the Master Servicer and such decree or order shall have
         remained in force undischarged or unstayed for a period of 60
         consecutive days; or

                  (iv) the Master Servicer shall consent to the appointment of a
         receiver or liquidator in any insolvency, readjustment of debt,
         marshalling of assets and liabilities or similar proceedings of or
         relating to the Master Servicer or all or substantially all of the
         property of the Master Servicer; or

                  (v) the Master Servicer shall admit in writing its inability
         to pay its debts generally as they become due, file a petition to take
         advantage of, or commence a voluntary case under, any applicable
         insolvency or reorganization statute, make an assignment for the
         benefit of its creditors, or voluntarily suspend payment of its
         obligations; or

                  (vi) the Master Servicer assigns or delegates its duties or
         rights under this Agreement in contravention of the provisions
         permitting such assignment or delegation under Sections 8.05 or 8.07.

         If an Event of Default shall occur, then, and in each and every such
case, so long as such Event of Default shall not have been remedied, the Trustee
may, and at the direction of the Holders of Certificates evidencing not less
than 25% of the Voting Rights evidenced by the Certificates, the Trustee shall,
by notice in writing to the Master Servicer (with a copy to each Rating Agency),
terminate all of the rights and obligations of the Master Servicer (and the
Securities Administrator if the Master Servicer and the Securities Administrator
are the same entity) under this Agreement and in and to the Mortgage Loans and
the proceeds thereof, other than its rights as a Certificateholder hereunder. On
or after the receipt by the Master Servicer of such written notice, all
authority and power of the Master Servicer (and, if applicable, the Securities
Administrator) hereunder, whether with respect to the Mortgage Loans or
otherwise, shall pass to and be vested in the Trustee, or any successor
appointed pursuant to Section 9.02 (a "Successor Master Servicer" and, if
applicable, "Successor Securities Administrator"). Such Successor Master
Servicer shall thereupon if such Successor Master Servicer is a successor to the
Master Servicer, make any Advance required by Article VI, subject, in the case
of the Trustee, to Section 9.02. The Trustee is hereby authorized and empowered
to execute and deliver, on behalf of the terminated Master Servicer and, if
applicable, the terminated Securities Administrator, as attorney- in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of any Mortgage Loans and related documents, or otherwise. Unless
expressly provided in such written notice, no such termination shall affect any
obligation of the Master Servicer to pay amounts owed pursuant to Article VIII
or Article X. The Master Servicer and, if applicable, the Securities
Administrator agrees to cooperate with the Trustee in effecting the termination
of the Master Servicer's and, if applicable, the Securities Administrator's
responsibilities and rights hereunder, including, without limitation, the
transfer to the applicable Successor Master Servicer of all cash amounts which
shall at the time be credited to the Master Servicer Collection Account
maintained pursuant to Section 5.05, or thereafter be received with respect to
the applicable Mortgage Loans. The Trustee shall promptly notify the Rating
Agencies of the occurrence of an Event of Default known to the Trustee.

         Notwithstanding any termination of the activities of the Master
Servicer hereunder, the Master Servicer shall be entitled to receive, out of any
late collection of a Scheduled Payment on a Mortgage Loan that was due prior to
the notice terminating the Master Servicer's rights and obligations as Master
Servicer hereunder and received after such notice, that portion thereof to which
the Master Servicer would have been entitled pursuant to Sections 5.05 and to
receive any other amounts payable to the Master Servicer hereunder the
entitlement to which arose prior to the termination of its activities hereunder.

         Section 9.02 Trustee to Act; Appointment of Successor.

         On and after the time the Master Servicer receives a notice of
termination pursuant to Section 9.01 hereof the Trustee shall automatically
become the successor to the Master Servicer with respect to the transactions set
forth or provided for herein and after a transition period (not to exceed 90
days), shall be subject to all the responsibilities, duties and liabilities
relating thereto placed on the Master Servicer by the terms and provisions
hereof; provided, however that, pursuant to Article VI hereof, the Trustee in
its capacity as successor Master Servicer shall be responsible for making any
Advances required to be made by the Master Servicer immediately upon the
termination of the Master Servicer and any such Advance shall be made on the
Distribution Date on which such Advance was required to be made by the
predecessor Master Servicer. Effective on the date of such notice of
termination, as compensation therefor, the Trustee shall be entitled to all
compensation, reimbursement of expenses and indemnifications that the Master
Servicer would have been entitled to if it had continued to act hereunder,
provided, however, that the Trustee shall not be (i) liable for any acts or
omissions of the Master Servicer, (ii) obligated to make Advances if it is
prohibited from doing so under applicable law, (iii) responsible for expenses of
the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses
on any Permitted Investment directed by the Master Servicer. Notwithstanding the
foregoing, the Trustee may, if it shall be unwilling to so act, or shall, if it
is prohibited by applicable law from making Advances pursuant to Article VI or
if it is otherwise unable to so act, appoint, or petition a court of competent
jurisdiction to appoint, any established mortgage loan servicing institution the
appointment of which does not adversely affect the then current rating of the
Certificates by each Rating Agency as the successor to the Master Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Master Servicer hereunder. Any Successor Master Servicer
shall (i) be an institution that is a Fannie Mae and Freddie Mac approved
seller/servicer in good standing, that has a net worth of at least $15,000,000
and (ii) be willing to act as successor servicer of any Mortgage Loans under
this Agreement or the related Servicing Agreement with respect to which the
Company or the original Servicer has been terminated as servicer, and shall have
executed and delivered to the Depositor and the Trustee an agreement accepting
such delegation and assignment, that contains an assumption by such Person of
the rights, powers, duties, responsibilities, obligations and liabilities of the
Master Servicer (other than any liabilities of the Master Servicer hereof
incurred prior to termination of the Master Servicer under Section 9.01 or as
otherwise set forth herein), with like effect as if originally named as a party
to this Agreement, provided that each Rating Agency shall have acknowledged in
writing that its rating of the Certificates in effect immediately prior to such
assignment and delegation will not be qualified or reduced as a result of such
assignment and delegation. If the Trustee assumes the duties and
responsibilities of the Master Servicer in accordance with this Section 9.02,
the Trustee shall not resign as Master Servicer until a Successor Master
Servicer has been appointed and has accepted such appointment. Pending
appointment of a successor to the Master Servicer hereunder, the Trustee, unless
the Trustee is prohibited by law from so acting, shall, subject to Section 4.04
hereof, act in such capacity as hereinabove provided. In connection with such
appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans or otherwise as
it and such successor shall agree; provided that no such compensation unless
agreed to by the Certificateholders shall be in excess of that permitted the
Master Servicer hereunder. The Trustee and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any
such succession. Neither the Trustee nor any other Successor Master Servicer
shall be deemed to be in default hereunder by reason of any failure to make, or
any delay in making, any distribution hereunder or any portion thereof or any
failure to perform, or any delay in performing, any duties or responsibilities
hereunder, in either case caused by the failure of the Master Servicer and the
Securities Administrator to deliver or provide, or any delay in delivering or
providing, any cash, information, documents or records to it.

         The costs and expenses of the Trustee in connection with the
termination of the Master Servicer, appointment of a Successor Master Servicer
and, if applicable, any transfer of servicing, including, without limitation,
all costs and expenses associated with the complete transfer of all servicing
data and the completion, correction or manipulation of such servicing data as
may be required by the Trustee to correct any errors or insufficiencies in the
servicing data or otherwise to enable the Trustee or the Successor Master
Servicer to service the related Mortgage Loans properly and effectively, to the
extent not paid by the terminated Master Servicer, shall be payable to the
Trustee pursuant to Section 10.05. Any successor to the Master Servicer as
successor servicer under any Subservicing Agreement shall give notice to the
applicable Mortgagors of such change of servicer and shall, during the term of
its service as successor servicer maintain in force the policy or policies that
the Master Servicer is required to maintain pursuant to Section 4.04.

         Section 9.03 Notification to Certificateholders.

         (a) Upon any termination of or appointment of a successor to the Master
Servicer, the Trustee shall give prompt written notice thereof to
Certificateholders and to each Rating Agency.

         (b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Certificateholders notice of each such
Event of Default hereunder actually known to a Responsible Officer of the
Trustee, unless such Event of Default shall have been cured or waived.

         Section 9.04 Waiver of Defaults.

         The Trustee shall transmit by mail to all Certificateholders, within 60
days after the occurrence of any Event of Default actually known to a
Responsible Officer of the Trustee, unless such Event of Default shall have been
cured, notice of each such Event of Default hereunder known to the Trustee. The
Holders of Certificates evidencing not less than 51% of the Voting Rights may,
on behalf of all Certificateholders, waive any default by the Master Servicer in
the performance of its obligations hereunder and the consequences thereof,
except a default in the making of or the causing to be made of any required
distribution on the Certificates. Upon any such waiver of a past default, such
default shall be deemed to cease to exist, and any Event of Default arising
therefrom shall be deemed to have been timely remedied for every purpose of this
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.
The Trustee shall give notice of any such waiver to the Rating Agencies.

         Section 9.05 Company Default.

         In case one or more of the following events of default by the Company
(each, a "Company Default") shall occur and be continuing, that is to say:

                  (i) any failure by the Company to remit to the Master Servicer
         any payment required to be made under the terms of this Agreement on
         any Remittance Date; or

                  (ii) failure on the part of the Company duly to observe or
         perform in any material respect any other of the covenants or
         agreements on the part of the Company set forth in this Agreement, the
         breach of which has a material adverse effect and which continue
         unremedied for a period of sixty days (except that such number of days
         shall be fifteen in the case of a failure to pay any premium for any
         insurance policy required to be maintained under this Agreement and
         such failure shall be deemed to have a material adverse effect) after
         the date on which written notice of such failure, requiring the same to
         be remedied, shall have been given to the Company by the Master
         Servicer; or

                  (iii) a decree or order of a court or agency or supervisory
         authority having jurisdiction for the appointment of a conservator or
         receiver or liquidator in any insolvency, bankruptcy, readjustment of
         debt, marshaling of assets and liabilities or similar proceedings, or
         for the winding-up or liquidation of its affairs, shall have been
         entered against the Company and such decree or order shall have
         remained in force undischarged or unstayed for a period of sixty days;
         or

                  (iv) the Company shall consent to the appointment of a
         conservator or receiver or liquidator in any insolvency, bankruptcy,
         readjustment of debt, marshaling of assets and liabilities or similar
         proceedings of or relating to the Company or of or relating to all or
         substantially all of its property; or

                  (v) the Company shall admit in writing its inability to pay
         its debts generally as they become due, file a petition to take
         advantage of any applicable insolvency or reorganization statute, make
         an assignment for the benefit of its creditors, or voluntarily suspend
         payment of its obligations; or

                  (vi) the Company attempts to assign its right to servicing
         compensation hereunder or the Company attempts to sell or otherwise
         dispose of all or substantially all of its property or assets or to
         assign this Agreement or the servicing responsibilities hereunder or to
         delegate its duties hereunder or any portion thereof except as
         otherwise permitted herein; or

                  (vii) the Company ceases to be qualified to transact business
         in any jurisdiction where it is currently so qualified, but only to the
         extent such non-qualification materially and adversely affects the
         Company's ability to perform its obligations hereunder; then, and in
         each and every such case, so long as a Company Default shall not have
         been remedied, the Master Servicer, by notice in writing to the Company
         may, in addition to whatever rights the Master Servicer and the Trustee
         on behalf of the Certificateholders may have under Section 8.03 and at
         law or equity to damages, including injunctive relief and specific
         performance, terminate all the rights and obligations of the Company
         under this Agreement and in and to the Company Mortgage Loans and the
         proceeds thereof without compensating the Company for the same. On or
         after the receipt by the Company of such written notice, all authority
         and power of Company under this Agreement, whether with respect to the
         Company Mortgage Loans or otherwise, shall pass to and be vested in the
         Master Servicer. Upon written request from the Master Servicer, the
         Company shall prepare, execute and deliver, any and all documents and
         other instruments, place in the Master Servicer's possession all
         Mortgage Files relating to the Company Mortgage Loans, and do or
         accomplish all other acts or things necessary or appropriate to effect
         the purposes of such notice of termination, whether to complete the
         transfer and endorsement or assignment of the Company Mortgage Loans
         and related documents, or otherwise, at the Company's sole expense. The
         Company agrees to cooperate with the Master Servicer in effecting the
         termination of the Company's responsibilities and rights hereunder,
         including, without limitation, the transfer to such successor for
         administration by it of all cash amounts which shall at the time be
         credited by the Company to its Protected Account or Escrow Account or
         thereafter received with respect to the Company Mortgage Loans or any
         related REO Property.

         Section 9.06 Waiver of Company Defaults.

         The Master Servicer, with the consent of the Trustee, may waive only by
written notice any default by the Company 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 Company Default arising therefrom shall be
deemed to have been remedied for every purpose of this 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 writing.

<PAGE>

                                   ARTICLE X

             CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

         Section 10.01 Duties of Trustee and Securities Administrator.

         (a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiver of all Events of Default which may have occurred, and
the Securities Administrator each undertake to perform such duties and only such
duties as are specifically set forth in this Agreement as duties of the Trustee
and the Securities Administrator, respectively. If an Event of Default has
occurred and has not been cured or waived, the Trustee shall exercise such of
the rights and powers vested in it by this Agreement, and the same degree of
care and skill in their exercise, as a prudent person would exercise under the
circumstances in the conduct of such Person's own affairs.

         (b) Upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments which are specifically
required to be furnished to the Trustee or the Securities Administrator pursuant
to any provision of this Agreement, the Trustee or the Securities Administrator,
respectively, shall examine them to determine whether they are, on their face,
in the form required by this Agreement; provided, however, that neither the
Trustee nor the Securities Administrator shall be responsible for the accuracy
or content of any resolution, certificate, statement, opinion, report, document,
order or other instrument furnished by the Master Servicer; provided, further,
that neither the Trustee nor the Securities Administrator shall be responsible
for the accuracy or verification of any calculation provided to it pursuant to
this Agreement.

         (c) On each Distribution Date, the Trustee shall make monthly
distributions and the final distribution to the Certificateholders from funds in
the Distribution Account as provided in Sections 6.04 and 11.01 herein based
solely on the applicable Remittance Report.

         (d) No provision of this Agreement shall be construed to relieve the
Trustee or the Securities Administrator from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct;
provided, however, that:

                  (i) Prior to the occurrence of an Event of Default, and after
         the curing or waiver of all such Events of Default which may have
         occurred with respect to the Trustee and at all times with respect to
         the Securities Administrator, the duties and obligations of the Trustee
         and the Securities Administrator shall be determined solely by the
         express provisions of this Agreement, neither the Trustee nor the
         Securities Administrator shall be liable except for the performance of
         their respective duties and obligations as are specifically set forth
         in this Agreement, no implied covenants or obligations shall be read
         into this Agreement against the Trustee or the Securities Administrator
         and, in the absence of bad faith on the part of the Trustee or the
         Securities Administrator, respectively, the Trustee or the Securities
         Administrator, respectively, may conclusively rely, as to the truth of
         the statements and the correctness of the opinions expressed therein,
         upon any certificates or opinions furnished to the Trustee or the
         Securities Administrator, respectively, and conforming to the
         requirements of this Agreement;

                  (ii) Neither the Trustee nor the Securities Administrator
         shall be liable in its individual capacity for an error of judgment
         made in good faith by a Responsible Officer or Responsible Officers of
         the Trustee or an officer or officers of the Securities Administrator,
         respectively, unless it shall be proved that the Trustee or the
         Securities Administrator, respectively, was negligent in ascertaining
         the pertinent facts;

                  (iii) Neither the Trustee nor the Securities Administrator
         shall be liable with respect to any action taken, suffered or omitted
         to be taken by it in good faith in accordance with the directions of
         the Holders of Certificates evidencing not less than 25% of the
         aggregate Voting Rights of the Certificates, if such action or
         non-action relates to the time, method and place of conducting any
         proceeding for any remedy available to the Trustee or the Securities
         Administrator, respectively, or exercising any trust or other power
         conferred upon the Trustee or the Securities Administrator,
         respectively, under this Agreement;

                  (iv) The Trustee shall not be required to take notice or be
         deemed to have notice or knowledge of any default or Event of Default
         unless a Responsible Officer of the Trustee shall have actual knowledge
         thereof. In the absence of such notice, the Trustee may conclusively
         assume there is no such default or Event of Default;

                  (v) The Trustee shall not in any way be liable by reason of
         any insufficiency in any Account held by or in the name of Trustee
         unless it is determined by a court of competent jurisdiction in a
         non-appealable judgment that the Trustee's gross negligence or willful
         misconduct was the primary cause of such insufficiency (except to the
         extent that the Trustee is obligor and has defaulted thereon);

                  (vi) Anything in this Agreement to the contrary
         notwithstanding, in no event shall the Trustee or the Securities
         Administrator be liable for special, indirect or consequential loss or
         damage of any kind whatsoever (including but not limited to lost
         profits), even if the Trustee or the Securities Administrator,
         respectively, has been advised of the likelihood of such loss or damage
         and regardless of the form of action; and

                  (vii) None of the Securities Administrator, the Master
         Servicer, the Seller, the Depositor or the Trustee shall be responsible
         for the acts or omissions of the other, it being understood that this
         Agreement shall not be construed to render them partners, joint
         venturers or agents of one another. Neither the Trustee nor the
         Securities Administrator shall be required to expend or risk its own
         funds or otherwise incur financial liability in the performance of any
         of its duties hereunder, or in the exercise of any of its rights or
         powers, if there is reasonable ground for believing that the repayment
         of such funds or adequate indemnity against such risk or liability is
         not reasonably assured to it, and none of the provisions contained in
         this Agreement shall in any event require the Trustee or the Securities
         Administrator to perform, or be responsible for the manner of
         performance of, any of the obligations of the Master Servicer or the
         Company hereunder or any Servicer under the related Servicing
         Agreement.

         (e) All funds received by the Trustee and required to be deposited in
the Distribution Account pursuant to this Agreement will be promptly so
deposited by the Trustee.

         Section 10.02 Certain Matters Affecting the Trustee and the Securities
                       Administrator.

         (a) Except as otherwise provided in Section 10.01:

                  (i) The Trustee and the Securities Administrator may rely and
         shall be protected in acting or refraining from acting in reliance on
         any resolution or certificate of the Seller, the Company, the Master
         Servicer or the related Servicer, any certificates of auditors or any
         other certificate, statement, instrument, opinion, report, notice,
         request, consent, order, appraisal, bond or other paper or document
         believed by it to be genuine and to have been signed or presented by
         the proper party or parties;

                  (ii) The Trustee and the Securities Administrator may consult
         with counsel and any advice of such counsel or any Opinion of Counsel
         shall be full and complete authorization and protection with respect to
         any action taken or suffered or omitted by it hereunder in good faith
         and in accordance with such advice or Opinion of Counsel;

                  (iii) Neither the Trustee nor the Securities Administrator
         shall be under any obligation to exercise any of the trusts or powers
         vested in it by this Agreement, other than its obligation to give
         notices pursuant to this Agreement, or to institute, conduct or defend
         any litigation hereunder or in relation hereto at the request, order or
         direction of any of the Certificateholders pursuant to the provisions
         of this Agreement, unless such Certificateholders shall have offered to
         the Trustee or the Securities Administrator, as applicable, reasonable
         security or indemnity against the costs, expenses and liabilities which
         may be incurred therein or thereby.

         Nothing contained herein shall, however, relieve the Trustee of the
obligation, upon the occurrence of an Event of Default of which a Responsible
Officer of the Trustee has actual knowledge (which has not been cured or
waived), to exercise such of the rights and powers vested in it by this
Agreement, and to use the same degree of care and skill in their exercise, as a
prudent person would exercise under the circumstances in the conduct of his own
affairs;

                  (iv) Prior to the occurrence of an Event of Default hereunder
         and after the curing or waiver of all Events of Default which may have
         occurred with respect to the Trustee and at all times with respect to
         the Securities Administrator, neither the Trustee nor the Securities
         Administrator shall be liable in its individual capacity for any action
         taken, suffered or omitted by it in good faith and believed by it to be
         authorized or within the discretion or rights or powers conferred upon
         it by this Agreement;

                  (v) Neither the Trustee nor the Securities Administrator shall
         be bound to make any investigation into the facts or matters stated in
         any resolution, certificate, statement, instrument, opinion, report,
         notice, request, consent, order, approval, bond or other paper or
         document, unless requested in writing to do so by Holders of
         Certificates evidencing not less than 25% of the aggregate Voting
         Rights of the Certificates and provided that the payment within a
         reasonable time to the Trustee or the Securities Administrator, as
         applicable, of the costs, expenses or liabilities likely to be incurred
         by it in the making of such investigation is, in the opinion of the
         Trustee or the Securities Administrator, as applicable, reasonably
         assured to the Trustee or the Securities Administrator, as applicable,
         by the security afforded to it by the terms of this Agreement. The
         Trustee or the Securities Administrator may require reasonable
         indemnity against such expense or liability as a condition to taking
         any such action. The reasonable expense of every such examination shall
         be paid by the Certificateholders requesting the investigation;

                  (vi) The Trustee and the Securities Administrator may execute
         any of the trusts or powers hereunder or perform any duties hereunder
         either directly or through Affiliates, agents or attorneys; provided,
         however, that the Trustee may not appoint any paying agent other than
         the Securities Administrator to perform any paying agent functions
         under this Agreement without the express written consent of the Master
         Servicer, which consent will not be unreasonably withheld. Neither the
         Trustee nor the Securities Administrator shall be liable or responsible
         for the misconduct or negligence of any of the Trustee's or the
         Securities Administrator's agents or attorneys or paying agent
         appointed hereunder by the Trustee or the Securities Administrator with
         due care and, when required, with the consent of the Master Servicer;

                  (vii) Should the Trustee or the Securities Administrator deem
         the nature of any action required on its part to be unclear, the
         Trustee or the Securities Administrator, respectively, may require
         prior to such action that it be provided by the Depositor with
         reasonable further instructions; the right of the Trustee or the
         Securities Administrator to perform any discretionary act enumerated in
         this Agreement shall not be construed as a duty, and neither the
         Trustee nor the Securities Administrator shall be accountable for other
         than its negligence or willful misconduct in the performance of any
         such act;

                  (viii) Neither the Trustee nor the Securities Administrator
         shall be required to give any bond or surety with respect to the
         execution of the trust created hereby or the powers granted hereunder,
         except as provided in Subsection 10.07; and

                  (ix) Neither the Trustee nor the Securities Administrator
         shall have any duty to conduct any affirmative investigation as to the
         occurrence of any condition requiring the repurchase of any Mortgage
         Loan by any Person pursuant to this Agreement, or the eligibility of
         any Mortgage Loan for purposes of this Agreement.

         Section 10.03 Trustee and Securities Administrator Not Liable for
                       Certificates or Mortgage Loans.

         The recitals contained herein and in the Certificates (other than the
signature and countersignature of the Trustee on the Certificates) shall be
taken as the statements of the Depositor, and neither the Trustee nor the
Securities Administrator shall have any responsibility for their correctness.
Neither the Trustee nor the Securities Administrator makes any representation as
to the validity or sufficiency of the Certificates (other than the signature and
countersignature of the Trustee on the Certificates) or of any Mortgage Loan
except as expressly provided in Sections 2.02 and 2.06 hereof; provided,
however, that the foregoing shall not relieve the Trustee of the obligation to
review the Mortgage Files pursuant to Sections 2.02 and 2.05 of this Agreement.
The Trustee's signature and countersignature (or countersignature of its agent)
on the Certificates shall be solely in its capacity as Trustee and shall not
constitute the Certificates an obligation of the Trustee in any other capacity.
Neither the Trustee or the Securities Administrator shall be accountable for the
use or application by the Depositor of any of the Certificates or of the
proceeds of such Certificates, or for the use or application of any funds paid
to the Depositor with respect to the Mortgage Loans. Subject to the provisions
of Section 2.06, neither the Trustee nor the Securities Administrator shall be
responsible for the legality or validity of this Agreement or any document or
instrument relating to this Agreement, the validity of the execution of this
Agreement or of any supplement hereto or instrument of further assurance, or the
validity, priority, perfection or sufficiency of the security for the
Certificates issued hereunder or intended to be issued hereunder. Neither the
Trustee nor the Securities Administrator shall at any time have any
responsibility or liability for or with respect to the legality, validity and
enforceability of any Mortgage or any Mortgage Loan, or the perfection and
priority of any Mortgage or the maintenance of any such perfection and priority,
or for or with respect to the sufficiency of the Trust Fund or its ability to
generate the payments to be distributed to Certificateholders, under this
Agreement. Neither the Trustee nor the Securities Administrator shall have any
responsibility for filing any financing or continuation statement in any public
office at any time or to otherwise perfect or maintain the perfection of any
security interest or lien granted to it hereunder or to record this Agreement.

         Section 10.04 Trustee and Securities Administrator May Own
                       Certificates.

         Each of the Trustee and the Securities Administrator in its individual
capacity or in any capacity other than as Trustee or Securities Administrator
hereunder may become the owner or pledgee of any Certificates with the same
rights it would have if it were not the Trustee or the Securities Administrator,
as applicable, and may otherwise deal with the parties hereto.

         Section 10.05 Trustee's and Securities Administrator's Fees and
                       Expenses.

         The fees and expenses of the Trustee and the Securities Administrator
shall be paid in accordance with a side letter agreement with the Master
Servicer and at the expense of the Master Servicer. In addition, the Trustee and
the Securities Administrator will be entitled to recover from the Master
Servicer Collection Account pursuant to Section 5.06 all reasonable
out-of-pocket expenses, disbursements and advances and the expenses of the
Trustee and the Securities Administrator, respectively, in connection with any
Event of Default, any breach of this Agreement or any claim or legal action
(including any pending or threatened claim or legal action) incurred or made by
the Trustee or the Securities Administrator, respectively, in the administration
of the trusts hereunder (including the reasonable compensation, expenses and
disbursements of its counsel) except any such expense, disbursement or advance
as may arise from its negligence or intentional misconduct or which is the
responsibility of the Certificateholders or the Trust Fund hereunder. If funds
in the Master Servicer Collection Account are insufficient therefor, the Trustee
and the Securities Administrator shall recover such expenses from the Depositor.
Such compensation and reimbursement obligation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust.

         Section 10.06 Eligibility Requirements for Trustee and Securities
                       Administrator.

         The Trustee and any successor Trustee and the Securities Administrator
and any successor Securities Administrator shall during the entire duration of
this Agreement be a state bank or trust company or a national banking
association organized and doing business under the laws of a state or the United
States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus and undivided profits of at least
$40,000,000 or, in the case of a successor Trustee, $50,000,000, subject to
supervision or examination by federal or state authority and, in the case of the
Trustee, rated "BBB" or higher by Fitch with respect to their long-term rating
and rated "BBB" or higher by Standard & Poor's and "Baa2" or higher by Moody's
with respect to any outstanding long-term unsecured unsubordinated debt, and, in
the case of a successor Trustee or successor Securities Administrator other than
pursuant to Section 10.10, rated in one of the two highest long-term debt
categories of, or otherwise acceptable to, each of the Rating Agencies. The
Trustee shall not be an Affiliate of the Master Servicer. If the Trustee
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 10.06 the combined capital and surplus of such
corporation shall be deemed to be its total equity capital (combined capital and
surplus) as set forth in its most recent report of condition so published. In
case at any time the Trustee or the Securities Administrator, as applicable,
shall cease to be eligible in accordance with the provisions of this Section
10.06, the Trustee or the Securities Administrator shall resign immediately in
the manner and with the effect specified in Section 10.08.

         Section 10.07 Insurance.

         The Trustee and the Securities Administrator, at their own expense,
shall at all times maintain and keep in full force and effect: (i) fidelity
insurance, (ii) theft of documents insurance and (iii) forgery insurance (which
may be collectively satisfied by a "Financial Institution Bond" and/or a
"Bankers' Blanket Bond"). All such insurance shall be in amounts, with standard
coverage and subject to deductibles, as are customary for insurance typically
maintained by banks or their affiliates which act as custodians for
investor-owned mortgage pools. A certificate of an officer of the Trustee or the
Securities Administrator as to the Trustee's or the Securities Administrator's,
respectively, compliance with this Section 10.07 shall be furnished to any
Certificateholder upon reasonable written request.

         Section 10.08 Resignation and Removal of Trustee and Securities
                       Administrator.

         The Trustee and the Securities Administrator may at any time resign
(including, in the case of the Securities Administrator, in connection with the
resignation or termination of the Master Servicer) and be discharged from the
Trust hereby created by giving written notice thereof to the Depositor, the
Seller, the Securities Administrator (or the Trustee, if the Securities
Administrator resigns) and the Master Servicer, with a copy to the Rating
Agencies. Upon receiving such notice of resignation, the Depositor shall
promptly appoint a successor trustee or successor securities administrator, as
applicable, by written instrument, in triplicate, one copy of which instrument
shall be delivered to each of the resigning trustee or securities administrator,
as applicable, and the successor trustee or securities administrator, as
applicable. If no successor trustee or successor securities administrator shall
have been so appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Trustee or Securities
Administrator may petition any court of competent jurisdiction for the
appointment of a successor trustee or securities administrator.

         If at any time (i) the Trustee or the Securities Administrator shall
cease to be eligible in accordance with the provisions of Section 10.06 hereof
and shall fail to resign after written request thereto by the Depositor, (ii)
the Trustee or the Securities Administrator shall become incapable of acting, or
shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or the
Securities Administrator or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or the Securities
Administrator or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, or (iii)(A) a tax is imposed with respect to the
Trust Fund by any state in which the Trustee or the Securities Administrator or
the Trust Fund is located, (B) the imposition of such tax would be avoided by
the appointment of a different trustee or securities administrator and (C) the
Trustee or the Securities Administrator, as applicable fails to indemnify the
Trust Fund against such tax, then the Depositor or the Master Servicer may
remove the Trustee or the Securities Administrator, as applicable, and appoint a
successor trustee or successor securities administrator, as applicable, by
written instrument, in multiple copies, a copy of which instrument shall be
delivered to the Trustee, the Securities Administrator, each Master Servicer and
the successor trustee or successor securities administrator, as applicable.

         The Holders evidencing at least 51% of the Voting Rights of each Class
of Certificates may at any time remove the Trustee or Securities Administrator
and appoint a successor trustee or securities administrator by written
instrument or instruments, in multiple copies, signed by such Holders or their
attorneys-in-fact duly authorized, one complete set of which instruments shall
be delivered by the successor trustee or successor securities administrator to
each of the Master Servicer, the Trustee or Securities Administrator so removed
and the successor trustee or securities administrator so appointed. Notice of
any removal of the Trustee or Securities Administrator shall be given to each
Rating Agency by the Trustee or successor trustee.

         Any resignation or removal of the Trustee or Securities Administrator
and appointment of a successor trustee or securities administrator pursuant to
any of the provisions of this Section 10.08 shall become effective upon
acceptance of appointment by the successor trustee or securities administrator
as provided in Section 10.09 hereof.

         Section 10.09 Successor Trustee or Securities Administrator.

         Any successor trustee or securities administrator appointed as provided
in Section 10.08 hereof shall execute, acknowledge and deliver to the Depositor
and to its predecessor trustee or predecessor securities administrator, as
applicable, and the Master Servicer an instrument accepting such appointment
hereunder and thereupon the resignation or removal of the predecessor trustee or
securities administrator shall become effective and such successor trustee or
securities administrator, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if originally named as trustee or
securities administrator herein.

         No successor trustee or securities administrator shall accept
appointment as provided in this Section 10.09 unless at the time of such
acceptance such successor trustee or securities administrator shall be eligible
under the provisions of Section 10.07 hereof and its appointment shall not
adversely affect the then current rating of the Certificates.

         Upon acceptance of appointment by a successor trustee or securities
administrator as provided in this Section 10.09, the successor trustee or
securities administrator shall mail notice of the succession of such trustee or
securities administrator hereunder to all Holders of Certificates. If the
successor trustee or securities administrator fails to mail such notice within
ten days after acceptance of appointment, the Depositor shall cause such notice
to be mailed at the expense of the Trust Fund.

         Section 10.10 Merger or Consolidation of Trustee or Securities
                       Administrator.

         Any corporation, state bank or national banking association into which
the Trustee or the Securities Administrator may be merged or converted or with
which it may be consolidated or any corporation, state bank or national banking
association resulting from any merger, conversion or consolidation to which the
Trustee or the Securities Administrator shall be a party, or any corporation,
state bank or national banking association succeeding to substantially all of
the corporate trust business of the Trustee or of the business of the Securities
Administrator, shall be the successor of the Trustee or the Securities
Administrator hereunder, provided that such corporation shall be eligible under
the provisions of Section 10.06 hereof without the execution or filing of any
paper or further act on the part of any of the parties hereto, anything herein
to the contrary notwithstanding.

         Section 10.11 Appointment of Co-Trustee or Separate Trustee.

         Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust Fund or property securing any Mortgage Note may at the
time be located, the Master Servicer and the Trustee acting jointly shall have
the power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Trustee to act as co-trustee or co-trustees jointly with
the Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity and for the
benefit of the Certificateholders, such title to the Trust Fund or any part
thereof, whichever is applicable, and, subject to the other provisions of this
Section 10.11, such powers, duties, obligations, rights and trusts as the Master
Servicer and the Trustee may consider necessary or desirable. If the Master
Servicer shall not have joined in such appointment within 15 days after the
receipt by it of a request to do so, or in the case an Event of Default shall
have occurred and be continuing, the Trustee alone shall have the power to make
such appointment. No co-trustee or separate trustee hereunder shall be required
to meet the terms of eligibility as a successor trustee under Section 10.06 and
no notice to Certificateholders of the appointment of any co-trustee or separate
trustee shall be required under Section 10.09.

         Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:

                  (i) All rights, powers, duties and obligations conferred or
         imposed upon the Trustee, except for the obligation of the Trustee
         under this Agreement to advance funds on behalf of the Master Servicer,
         shall be conferred or imposed upon and exercised or performed by the
         Trustee and such separate trustee or co-trustee jointly (it being
         understood that such separate trustee or co-trustee is not authorized
         to act separately without the Trustee joining in such act), except to
         the extent that under any law of any jurisdiction in which any
         particular act or acts are to be performed (whether a Trustee hereunder
         or as a Successor Master Servicer hereunder), the Trustee shall be
         incompetent or unqualified to perform such act or acts, in which event
         such rights, powers, duties and obligations (including the holding of
         title to the Trust Fund or any portion thereof in any such
         jurisdiction) shall be exercised and performed singly by such separate
         trustee or co-trustee, but solely at the direction of the Trustee;

                  (ii) No trustee hereunder shall be held personally liable by
         reason of any act or omission of any other trustee hereunder; and

                  (iii) The Trustee may at any time accept the resignation of or
         remove any separate trustee or co-trustee.

         Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article X. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Trustee or separately, as
may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to the
Master Servicer and the Depositor.

         Any separate trustee or co-trustee may, at any time, constitute the
Trustee its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co- trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.

         Section 10.12 Tax Matters.

         It is intended that the Trust Fund shall constitute, and that the
affairs of the Trust Fund shall be conducted so that it qualifies as, a "real
estate mortgage investment conduit" as defined in and in accordance with the
REMIC Provisions. In furtherance of such intention, the Securities Administrator
covenants and agrees that it shall act as agent for so long as it is also Master
Servicer (and the Securities Administrator is hereby appointed to act as agent)
on behalf of the Trust Fund. The Trustee and/or the Securities Administrator, as
agent on behalf of the Trust Fund, shall do or refrain from doing, as
applicable, the following: (a) the Securities Administrator shall prepare and
file, or cause to be prepared and filed, in a timely manner, U.S.

         Real Estate Mortgage Investment Conduit Income Tax Returns (Form 1066
or any successor form adopted by the Internal Revenue Service) and prepare and
file or cause to be prepared and filed with the Internal Revenue Service and
applicable state or local tax authorities income tax or information returns for
each taxable year with respect to the REMIC Trust containing such information
and at the times and in the manner as may be required by the Code or state or
local tax laws, regulations, or rules, and furnish or cause to be furnished to
Certificateholders the schedules, statements or information at such times and in
such manner as may be required thereby; (b) the Securities Administrator shall
apply for an employer identification number with the Internal Revenue Service
via a Form SS-4 or other comparable method for the REMIC Trust that is or
becomes a taxable entity, and within thirty days of the Closing Date, furnish or
cause to be furnished to the Internal Revenue Service, on Forms 8811 or as
otherwise may be required by the Code, the name, title, address, and telephone
number of the person that the holders of the Certificates may contact for tax
information relating thereto, together with such additional information as may
be required by such Form, and update such information at the time or times in
the manner required by the Code for the Trust Fund; (c) the Trustee shall make
or cause to be made elections, on behalf of the REMIC Trust formed hereunder to
be treated as a REMIC on the federal tax return of the REMIC Trust for its first
taxable year (and, if necessary, under applicable state law); (d) the Securities
Administrator shall prepare and forward, or cause to be prepared and forwarded,
to the Certificateholders and to the Internal Revenue Service and, if necessary,
state tax authorities, all information returns and reports as and when required
to be provided to them in accordance with the REMIC Provisions, including
without limitation, the calculation of any original issue discount using the
Prepayment Assumption; (e) the Securities Administrator shall provide
information necessary for the computation of tax imposed on the transfer of the
Class R Certificate to a Person that is not a Permitted Transferee, or an agent
(including a broker, nominee or other middleman) of a Person that is not a
Permitted Transferee, or a pass-through entity in which a Person that is not a
Permitted Transferee is the record holder of an interest (the reasonable cost of
computing and furnishing such information may be charged to the Person liable
for such tax); (f) each of the Securities Administrator and the Trustee shall,
to the extent under its control, conduct the affairs of the Trust Fund at all
times that any Certificates are outstanding so as to maintain the status of the
REMIC Trust as a REMIC under the REMIC Provisions; (g) neither the Trustee nor
the Securities Administrator shall knowingly or intentionally take any action or
omit to take any action that would cause the termination of the REMIC status of
the REMIC Trust; (h) the Trustee shall pay, from the sources specified in the
penultimate paragraph of this Section 10.12, as directed by the Securities
Administrator in its Remittance Report, the amount of any federal, state and
local taxes, including prohibited transaction taxes as described below, imposed
on the REMIC Trust formed hereunder prior to the termination of the Trust Fund
when and as the same shall be due and payable (but such obligation shall not
prevent the Trustee, the Securities Administrator at the written request of the
Trustee, or any other appropriate Person from contesting any such tax in
appropriate proceedings and shall not prevent the Securities Administrator from
withholding payment of such tax, if permitted by law, pending the outcome of
such proceedings); (i) the Trustee shall sign or cause to be signed federal,
state or local income tax or information returns or any other document prepared
by the Securities Administrator pursuant to this Section 10.12 requiring a
signature thereon by the Trustee; (j) the Securities Administrator shall
maintain records relating to the REMIC Trust including but not limited to the
income, expenses, assets and liabilities of the REMIC Trust and adjusted basis
of the Trust Fund property determined at such intervals as may be required by
the Code, as may be necessary to prepare the foregoing returns, schedules,
statements or information; (k) the Securities Administrator shall, for federal
income tax purposes, maintain books and records with respect to the REMIC Trust
on a calendar year and on an accrual basis; (l) neither the Trustee nor the
Master Servicer shall enter into any arrangement not otherwise provided for in
this Agreement by which the REMIC Trust will receive a fee or other compensation
for services nor permit the REMIC Trust to receive any income from assets other
than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or
"permitted investments" as defined in Section 860G(a)(5) of the Code; and (m) as
and when necessary and appropriate, the Trustee, or at the written request of
the Trustee, the Securities Administrator, shall represent the Trust Fund in any
administrative or judicial proceedings relating to an examination or audit by
any governmental taxing authority, request an administrative adjustment as to
any taxable year of any REMIC formed hereunder, enter into settlement agreements
with any governmental taxing agency, extend any statute of limitations relating
to any tax item of the Trust Fund, and otherwise act on behalf of each REMIC
formed hereunder in relation to any tax matter involving the REMIC Trust.

         In order to enable each of the Trustee and the Securities Administrator
to perform its duties as set forth herein, the Depositor shall provide, or cause
to be provided, to the Trustee or the Securities Administrator within 10 days
after the Closing Date all information or data that the Trustee or the
Securities Administrator requests in writing and determines to be relevant for
tax purposes to the valuations and offering prices of the Certificates,
including, without limitation, the price, yield, Prepayment Assumption and
projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the
Depositor shall provide to the Trustee or the Securities Administrator promptly
upon written request therefor, any such additional information or data that the
Trustee or the Securities Administrator may, from time to time, request in order
to enable the Trustee or the Securities Administrator to perform its duties as
set forth herein. The Depositor hereby indemnifies each of Trustee and the
Securities Administrator for any losses, liabilities, damages, claims or
expenses of the Trustee or the Securities Administrator arising from any errors
or miscalculations of the Trustee or the Securities Administrator, as
applicable, that result from any failure of the Depositor to provide, or to
cause to be provided, accurate information or data to the Trustee or the
Securities Administrator, as applicable, on a timely basis.

         In the event that any tax is imposed on "prohibited transactions" of
the REMIC Trust as defined in Section 860F(a)(2) of the Code, on the "net income
from foreclosure property" of the Trust Fund as defined in Section 860G(c) of
the Code, on any contribution to any of the REMIC Trust after the startup day
pursuant to Section 860G(d) of the Code, or any other tax is imposed, including,
without limitation, any federal, state or local tax or minimum tax imposed upon
any of the REMIC Trust created hereunder, and is not paid as otherwise provided
for herein, such tax shall be paid by (i) the Trustee or the Securities
Administrator, if any such other tax arises out of or results from a breach by
the Trustee or the Securities Administrator, respectively, of any of its
obligations under this Agreement, (ii) any party hereto (other than the Trustee
or the Securities Administrator) to the extent any such other tax arises out of
or results from a breach by such other party of any of its obligations under
this Agreement or (iii) in all other cases, or in the event that any liable
party hereto fails to honor its obligations under the preceding clauses (i) or
(ii), any such tax will be paid first with amounts otherwise to be distributed
to the Class R-1 Certificateholders, and second with amounts otherwise to be
distributed to all other Certificateholders in the following order of priority:
first, to the Class B-1 Certificates, second, to the Class M-2 Certificates,
third, to the Class M-1 Certificates and fourth to the Class A-1 Certificates.
Notwithstanding anything to the contrary contained herein, to the extent that
such tax is payable by the Holder of any Certificates, the Trustee is hereby
authorized to retain on any Distribution Date, from the Holder of the Class R
Certificates (and, if necessary, second, from the Holders of the other
Certificates in the priority specified in the preceding sentence), funds
otherwise distributable to such Holders in an amount sufficient to pay such tax.
Following written notification to the Securities Administrator by the Trustee of
any amount payable out of distributions to the Certificateholders pursuant to
the preceding two sentences, the Securities Administrator shall include in its
Remittance Report instructions as to distributions to such parties taking into
account the priorities described in the second preceding sentence. The
Securities Administrator, on written request by the Trustee, agrees to promptly
notify in writing the party liable for any such tax of the amount thereof and
the due date for the payment thereof.

         The Trustee and the Securities Administrator each agree that, in the
event it should obtain any information necessary for the other party to perform
its obligations pursuant to this Section 10.12, it will promptly notify and
provide such information to such other party. Notwithstanding anything in this
Agreement to the contrary, the Trustee agrees that, in the event that the
Trustee obtains actual knowledge that the Securities Administrator has breached
any of its obligations pursuant to this Section 10.12, the Trustee shall perform
such obligations on its behalf to the extent that the Trustee possesses all
documents necessary to so perform and receives reasonable compensation therefor,
provided, however, that the Trustee shall not be liable for any losses resulting
from any such breach.

         Section 10.13 Reports Filed with Securities and Exchange Commission.

         (a)      (i) Within 15 days after each Distribution Date, the Trustee
         shall, in accordance with industry standards, file with the Commission
         via the Electronic Data Gathering and Retrieval System ("EDGAR"), a
         Distribution Report on Form 10-D, signed by the Master Servicer, with a
         copy of the monthly statement to be furnished by the Trustee to the
         Certificateholders for such Distribution Date and detailing all data
         elements specified in Item 1121(a) of Regulation AB as part of the
         monthly statement; provided that the Trustee shall have received no
         later than 2 days prior to the date such Distribution Report on Form
         10-D is required to be filed, all information required to be provided
         to the Trustee as described in clause (a)(iv) below.

                  (ii) The Trustee will prepare and file Current Reports on Form
         8-K in respect of the Trust, signed by the Master Servicer, as and when
         required; provided, that, the Trustee shall have received no later than
         one Business Day prior to the filing deadline for such Current Report,
         all information, data, and exhibits required to be provided or filed
         with such Current Report and required to be provided to the Trustee as
         described in clause (a)(iv) below.

                  (iii) Prior to January 30 in each year commencing in 2007, the
         Trustee shall,  in accordance with industry  standards,  file a Form 15
         Suspension Notice with respect to the Trust Fund, if applicable.  Prior
         to (x) March 15,  2007 and (y)  unless  and until a Form 15  Suspension
         Notice  shall  have  been  filed,  prior  to  March  15  of  each  year
         thereafter,  the Master  Servicer  shall  provide the  Trustee  with an
         Annual Compliance Statement,  together with a copy of the Assessment of
         Compliance  and  Attestation  Report  to be  delivered  by  the  Master
         Servicer  pursuant to Section  4.16 and Section  4.17  (including  with
         respect to any subservicer or  subcontractor,  if required to be filed)
         and the Company  shall  provide the Trustee  with an Annual  Compliance
         Statement, together with a copy of the Company Assessment of Compliance
         and Company  Attestation Report to be delivered by the Company pursuant
         to Section  3.13.  and  Section  3.14  (including  with  respect to any
         subservicer or  subcontractor,  if required to be filed).  Prior to (x)
         March 31,  2007 and (y)  unless and until a Form 15  Suspension  Notice
         shall have been filed,  March 31 of each year  thereafter,  the Trustee
         shall,  subject to subsection (d) below, file a Form 10-K, in substance
         conforming to industry standards,  with respect to the Trust Fund. Such
         Form 10-K shall  include  the  Assessment  of  Compliance,  Attestation
         Report, Annual Compliance  Statements and other documentation  provided
         by the Master Servicer and the Company pursuant to Sections 3.13. 3.14,
         4.16  and  4.17,  as  applicable,   (including   with  respect  to  any
         subservicer or subcontractor, if required to be filed) and with respect
         to the  Trustee  and the  Custodian,  and the Form  10-K  certification
         signed by the Master  Servicer;  provided  that the Trustee  shall have
         received  no later  than  March 15 of each  calendar  year prior to the
         filing  deadline for the Form 10-K all  information,  data and exhibits
         required to be provided or filed with such Form 10-K and required to be
         provided to the Trustee as described in clause (a)(iv) below.

                  (iv) As to each item of information required to be included in
         any Form 10-D, Form 8-K or Form 10-K, the Trustee's obligation to
         include the information in the applicable report is subject to receipt
         from the entity that is indicated in Exhibit __ as the responsible
         party for providing that information, if other than the Trustee, as and
         when required as described above. Each of the Master Servicer, Company,
         Seller and Depositor hereby agree to notify and provide to the Trustee
         all information that is required to be included in any Form 10-D, Form
         8-K or Form 10-K, with respect to which that entity is indicated in
         Exhibit __ as the responsible party for providing that information. The
         Master Servicer shall be responsible for determining the pool
         concentration applicable to any subservicer or originator at any time,
         for purposes of disclosure as required by Items 1117 and 1119 of
         Regulation AB.

The Depositor  hereby grants to the Master  Servicer a limited power of attorney
to sign each Form 10-D, Form 8-K and Form 10-K on behalf of the Depositor.  Such
power of attorney  shall continue until either the earlier of (x) receipt by the
Master  Servicer  from the  Depositor  of written  termination  of such power of
attorney and (y) the  termination  of the Trust Fund.  The  Depositor  agrees to
promptly  furnish  to the  Securities  Administrator,  from  time to  time  upon
request,  such further information,  reports and financial statements within its
control related to this Agreement,  the Mortgage Loans as the Trustee reasonably
deems appropriate to prepare and file all necessary reports with the Commission.
The  Trustee  shall have no  responsibility  to file any items  other than those
specified in this Section 10.13;  provided,  however, the Trustee will cooperate
with the Depositor in connection with any additional filings with respect to the
Trust Fund as the Depositor deems necessary under the Securities Exchange Act of
1934,  as amended  (the  "Exchange  Act").  Copies of all  reports  filed by the
Trustee under the Exchange Act shall be sent to: the Depositor c/o Bear, Stearns
& Co. Inc., Attn: Managing  Director-Analysis  and Control, One Metrotech Center
North,  Brooklyn, New York 11202 3859. Fees and expenses incurred by the Trustee
in connection with this Section 10.13 shall not be  reimbursable  from the Trust
Fund.

         (b) In connection  with the filing of any 10-K  hereunder,  the Trustee
shall  sign a  certification  (a "Form of  Back-Up  Certification  for Form 10-K
Certificate,"  substantially  in the form attached  hereto as Exhibit L) for the
Depositor regarding certain aspects of the Form 10-K certification signed by the
Depositor,  provided,  however,  that  the  Trustee  shall  not be  required  to
undertake an analysis of any  accountant's  report attached as an exhibit to the
Form 10-K.

         (c) The Trustee shall indemnify and hold harmless the Depositor and its
officers, directors and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses arising out of or based upon a
breach of the Trustee's obligations under this Section 10.13 or the Trustee's
negligence, bad faith or willful misconduct in connection therewith.

         The Depositor shall indemnify and hold harmless the Trustee and its
officers, directors and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses arising out of or based upon a
breach of the obligations of the Depositor under this Section 10.13 or the
Depositor's negligence, bad faith or willful misconduct in connection therewith.

         The Master Servicer shall indemnify and hold harmless the Trustee and
the Depositor and their respective officers, directors and affiliates from and
against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon a breach of the obligations of the Master Servicer
under this Section 10.13 or the Master Servicer's negligence, bad faith or
willful misconduct in connection therewith.

         If the indemnification provided for herein is unavailable or
insufficient to hold harmless the Depositor or the Trustee, as applicable, then
the defaulting party, in connection with a breach of its respective obligations
under this Section 10.13 or its respective negligence, bad faith or willful
misconduct in connection therewith, agrees that it shall contribute to the
amount paid or payable by the other parties as a result of the losses, claims,
damages or liabilities of the other party in such proportion as is appropriate
to reflect the relative fault and the relative benefit of the Depositor on the
one hand and the Trustee on the other.

         (d) Nothing shall be construed from the foregoing subsections (a), (b)
and (c) to require the Trustee or any officer, director or Affiliate thereof to
sign any Form 10-K or any certification contained therein. Furthermore, the
inability of the Trustee to file a Form 10-K as a result of the lack of required
information as set forth in Section 10.13(a) or required signatures on such Form
10-K or any certification contained therein shall not be regarded as a breach by
the Trustee of any obligation under this Agreement.

         Notwithstanding the provisions of Section 12.01, this Section 10.13 may
be amended without the consent of the Certificateholders.

         Section 10.14 Intention of the Parties and Interpretation.

         Each of the parties acknowledges and agrees that the purpose of
Sections 3.13, 3.14, 4.16, 4.17 and 10.13 of this Agreement is to facilitate
compliance by the Seller and the Depositor with the provisions of Regulation AB
promulgated by the SEC under the 1934 Act (17 C.F.R. ss.ss. 229.1100 -
229.1123), as such may be amended from time to time and subject to clarification
and interpretive advice as may be issued by the staff of the SEC from time to
time. Therefore, each of the parties agrees that (a) the obligations of the
parties hereunder shall be interpreted in such a manner as to accomplish that
purpose, (b) the parties' obligations hereunder will be supplemented and
modified as necessary to be consistent with any such amendments, interpretive
advice or guidance, convention or consensus among active participants in the
asset-backed securities markets, advice of counsel, or otherwise in respect of
the requirements of Regulation AB, (c) the parties shall comply with requests
made by the Seller or the Depositor for delivery of additional or different
information as the Seller or the Depositor may determine in good faith is
necessary to comply with the provisions of Regulation AB, and (d) no amendment
of this Agreement shall be required to effect any such changes in the parties'
obligations as are necessary to accommodate evolving interpretations of the
provisions of Regulation AB.

<PAGE>

                                    ARTICLE XI

                                   TERMINATION

         Section 11.01 Termination upon Liquidation or Repurchase of all
                       Mortgage Loans.

         Subject to Section 11.03, the obligations and responsibilities of the
Depositor, the Master Servicer, the Securities Administrator, the Seller and the
Trustee created hereby with respect to the Trust Fund shall terminate upon the
earlier of (a) the purchase by [Master Servicer] of all of the Mortgage Loans
(and REO Properties) remaining in the Trust Fund at a price (the "Mortgage Loan
Purchase Price") equal to the sum of (i) 100% of the Stated Principal Balance of
each Mortgage Loan (other than in respect of REO Property), (ii) accrued
interest thereon at the applicable Mortgage Rate to, but not including, the
first day of the month of such purchase, (iii) the appraised value of any REO
Property in the Trust Fund (up to the Stated Principal Balance of the related
Mortgage Loan), such appraisal to be conducted by an appraiser mutually agreed
upon by the Master Servicer and the Trustee and (iv) unreimbursed out-of pocket
costs of the Company, the Servicers or the Master Servicer, including
unreimbursed servicing advances and the principal portion of any unreimbursed
Advances, made on the Mortgage Loans prior to the exercise of such repurchase
right and (v) any unreimbursed costs and expenses of the Trustee and the
Securities Administrator payable pursuant to Section 10.05 and (b) the later of
(i) the maturity or other liquidation (or any Advance with respect thereto) of
the last Mortgage Loan remaining in the Trust Fund and the disposition of all
REO Property and (ii) the distribution to Certificateholders of all amounts
required to be distributed to them pursuant to this Agreement, as applicable. In
no event shall the trusts created hereby continue beyond the earlier of (i) the
expiration of 21 years from the death of the last survivor of the descendants of
Joseph P. Kennedy, the late Ambassador of the United States to the Court of St.
James, living on the date hereof and (ii) the Latest Possible Maturity Date.

         The right to repurchase all Mortgage Loans and REO Properties pursuant
to clause (a) in the preceding paragraph shall be exercisable on or after the
earlier of (i) the [10%] Clean-Up Call Date and (ii) the Distribution Date in
_________, 20__.

         Section 11.02 Final Distribution on the Certificates.

         If on any Determination Date, (i) the Master Servicer determines that
there are no Outstanding Mortgage Loans and no other funds or assets in the
Trust Fund other than the funds in the Master Servicer Collection Account, the
Master Servicer shall direct the Securities Administrator to send a final
distribution notice promptly to each Certificateholder or (ii) the Securities
Administrator determines that a Class of Certificates shall be retired after a
final distribution on such Class, the Securities Administrator shall notify the
Certificateholders within five (5) Business Days after such Determination Date
that the final distribution in retirement of such Class of Certificates is
scheduled to be made on the immediately following Distribution Date. Any final
distribution made pursuant to the immediately preceding sentence will be made
only upon presentation and surrender of the related Certificates at the office
of the Trustee specified in the final distribution notice to Certificateholders.
If [Master Servicer] elects to terminate the Trust Fund pursuant to Section
11.01, at least 20 days prior to the date notice is to be mailed to the
Certificateholders, the [Master Servicer] shall notify the Depositor, the
Securities Administrator, the Trustee of the date the [Master Servicer] intends
to terminate the Trust Fund. The Master Servicer shall remit the Mortgage Loan
Purchase Price to the Trustee on the Business Day prior to the Distribution Date
for such Optional Termination by the [Master Servicer].

         Notice of any termination of the Trust Fund, specifying the
Distribution Date on which Certificateholders may surrender their Certificates
for payment of the final distribution and cancellation, shall be given promptly
by the Securities Administrator by letter to Certificateholders mailed not
earlier than the 10th day and no later than the 15th day of the month
immediately preceding the month of such final distribution. Any such notice
shall specify (a) the Distribution Date upon which final distribution on the
Certificates will be made upon presentation and surrender of Certificates at the
office therein designated, (b) the amount of such final distribution, (c) the
location of the office or agency at which such presentation and surrender must
be made and (d) that the Record Date otherwise applicable to such Distribution
Date is not applicable, distributions being made only upon presentation and
surrender of the Certificates at the office therein specified. The Securities
Administrator will give such notice to each Rating Agency at the time such
notice is given to Certificateholders.

         In the event such notice is given, the Master Servicer shall cause all
funds in the Master Servicer Collection Account to be remitted to the Trustee
for deposit in the Distribution Account on the Business Day prior to the
applicable Distribution Date in an amount equal to the final distribution in
respect of the Certificates. Upon such final deposit with respect to the Trust
Fund and the receipt by the Trustee of a Request for Release therefor, the
Trustee or the Custodian shall promptly release to the Master Servicer, as
applicable the Mortgage Files for the Mortgage Loans and the Trustee shall
execute and deliver any documents prepared and delivered to it which are
necessary to transfer any REO Property.

         Upon presentation and surrender of the Certificates, the Trustee shall
cause to be distributed to Certificateholders of each Class in accordance with
the Remittance Report the amounts allocable to such Certificates held in the
Distribution Account in the order and priority set forth in Section 6.04 hereof
on the final Distribution Date and in proportion to their respective Percentage
Interests.

         In the event that any affected Certificateholders shall not surrender
Certificates for cancellation within six months after the date specified in the
above mentioned written notice, the Securities Administrator shall give a second
written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within six months after the second notice all the applicable
Certificates shall not have been surrendered for cancellation, the Securities
Administrator may take appropriate steps, or may appoint an agent to take
appropriate steps, to contact the remaining Certificateholders concerning
surrender of their Certificates, and the cost thereof shall be paid out of the
funds and other assets that remain a part of the Trust Fund. If within one year
after the second notice all Certificates shall not have been surrendered for
cancellation, the Class R Certificateholder shall be entitled to all unclaimed
funds and other assets of the Trust Fund that remain subject hereto.

         Section 11.03 Additional Termination Requirements.

         (a) Upon exercise by [Majority Class B-1 Certificateholder] of its
purchase option as provided in Section 11.01, the Trust Fund shall be terminated
in accordance with the following additional requirements, unless each of the
Trustee and the Securities Administrator have been supplied with an Opinion of
Counsel addressed to the Trustee, at the expense of [Master Servicer], to the
effect that the failure of the Trust Fund to comply with the requirements of
this Section 11.03 will not (i) result in the imposition of taxes on "prohibited
transactions" of the REMIC Trust, or (ii) cause the REMIC Trust to fail to
qualify as a REMIC at any time that any Certificates are outstanding:

                  (1) The [Master Servicer] shall establish a 90-day liquidation
         period and notify the Trustee and Securities Administrator thereof, and
         the Securities Administrator shall in turn specify the first day of
         such period in a statement attached to the tax return for the REMIC
         Trust pursuant to Treasury Regulation Section 1.860F-1. [Master
         Servicer] shall satisfy all the requirements of a qualified liquidation
         under Section 860F of the Code and any regulations thereunder, as
         evidenced by an Opinion of Counsel addressed to the Trustee obtained at
         the expense of [Master Servicer];

                  (2) During such 90-day liquidation period, and at or prior to
         the time of making the final payment on the Certificates, the
         Securities Administrator as agent of the Trustee shall sell all of the
         assets of the REMIC Trust for cash; and

                  (3) At the time of the making of the final payment on the
         Certificates, the Securities Administrator as agent for the Trustee
         shall distribute or credit, or cause to be distributed or credited, to
         the Holder of the Class R Certificate all cash on hand (other than cash
         retained to meet claims), and the REMIC Trust shall terminate at that
         time.

         (b) By their acceptance of the Certificates, the Holders thereof hereby
authorize the adoption of a 90-day liquidation period for the REMIC Trust, which
authorization shall be binding upon all successor Certificateholders.

         (c) The Securities Administrator as agent for the REMIC Trust hereby
agrees to adopt and sign such a plan of complete liquidation upon the written
request of the [Master Servicer] and the receipt of the Opinion of Counsel
referred to in Section 11.03(a)(1) and to take such other action in connection
therewith as may be reasonably requested by the [Master Servicer].

<PAGE>

                                  ARTICLE XII

                            MISCELLANEOUS PROVISIONS

         Section 12.01 Amendment.

         This Agreement may be amended from time to time by parties hereto,
without the consent of any of the Certificateholders to cure any ambiguity, to
correct or supplement any provisions herein (including to give effect to the
expectations of investors), to change the manner in which the Master Servicer
Collection Account maintained by the Master Servicer or the Protected Account
maintained by the Company is maintained or to make such other provisions with
respect to matters or questions arising under this Agreement as shall not be
inconsistent with any other provisions herein if such action shall not, as
evidenced by an Opinion of Counsel addressed to the Trustee, adversely affect in
any material respect the interests of any Certificateholder; provided that any
such amendment shall be deemed not to adversely affect in any material respect
the interests of the Certificateholders and no such Opinion of Counsel shall be
required if the Person requesting such amendment obtains a letter from each
Rating Agency stating that such amendment would not result in the downgrading or
withdrawal of the respective ratings then assigned to the Certificates.

         Notwithstanding the foregoing, without the consent of the
Certificateholders, the parties hereto may at any time and from time to time
amend this Agreement to modify, eliminate or add to any of its provisions to
such extent as shall be necessary or appropriate to maintain the qualification
of the REMIC Trust as a REMIC under the Code or to avoid or minimize the risk of
the imposition of any tax on the REMIC Trust pursuant to the Code that would be
a claim against the REMIC Trust at any time prior to the final redemption of the
Certificates, provided that the Trustee has been provided an Opinion of Counsel
addressed to the Trustee, which opinion shall be an expense of the party
requesting such opinion but in any case shall not be an expense of the Trustee,
the Securities Administrator or the Trust Fund, to the effect that such action
is necessary or appropriate to maintain such qualification or to avoid or
minimize the risk of the imposition of such a tax.

         This Agreement may also be amended from time to time by the parties
hereto and the Holders of each Class of Certificates affected thereby evidencing
over 50% of the Voting Rights of such Class or Classes for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Holders of
Certificates; provided that no such amendment shall (i) reduce in any manner the
amount of, or delay the timing of, payments required to be distributed on any
Certificate without the consent of the Holder of such Certificate, (ii) cause
the REMIC Trust to cease to qualify as a REMIC or (iii) reduce the aforesaid
percentages of Certificates of each Class the Holders of which are required to
consent to any such amendment without the consent of the Holders of all
Certificates of such Class then outstanding.

         Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel addressed to the Trustee , which opinion shall be
an expense of the party requesting such amendment but in any case shall not be
an expense of the Trustee or the Securities Administrator, to the effect that
such amendment will not (other than an amendment pursuant to clause (ii) of, and
in accordance with, the preceding paragraph) cause the imposition of any tax on
the REMIC Trust or the Certificateholders or cause the REMIC Trust to cease to
qualify as a REMIC at any time that any Certificates are outstanding. Further,
nothing in this Agreement shall require the Trustee to enter into an amendment
without receiving an Opinion of Counsel, satisfactory to the Trustee that (i)
such amendment is permitted and is not prohibited by this Agreement and that all
requirements for amending this Agreement (including any consent of the
applicable Certificateholders) have been complied with.

         Promptly after the execution of any amendment to this Agreement
requiring the consent of Certificateholders, the Trustee shall furnish written
notification of the substance of such amendment to each Certificateholder and
each Rating Agency.

         It shall not be necessary for the consent of Certificateholders under
this Section to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.

         Section 12.02 Recordation of Agreement; Counterparts.

         To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all
of the counties or other comparable jurisdictions in which any or all of the
Mortgaged Properties are situated, and in any other appropriate public recording
office or elsewhere. The Master Servicer shall effect such recordation at the
Trust's expense upon the request in writing of a Certificateholder, but only if
such direction is accompanied by an Opinion of Counsel (provided at the expense
of the Certificateholder requesting recordation) to the effect that such
recordation would materially and beneficially affect the interests of the
Certificateholders or is required by law.

         For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

         Section 12.03 Governing Law.

         THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND
TO BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES
THEREOF (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS).

         Section 12.04 Intention of Parties.

         It is the express intent of the parties hereto that the conveyance of
the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance
policies and any modifications, extensions and/or assumption agreements and
private mortgage insurance policies relating to the Mortgage Loans by the Seller
to the Depositor, and by the Depositor to the Trustee be, and be construed as,
an absolute sale thereof to the Depositor or the Trustee, as applicable. It is,
further, not the intention of the parties that such conveyance be deemed a
pledge thereof by the Seller to the Depositor, or by the Depositor to the
Trustee. However, in the event that, notwithstanding the intent of the parties,
such assets are held to be the property of the Seller or the Depositor, as
applicable, or if for any other reason this Agreement is held or deemed to
create a security interest in such assets, then (i) this Agreement shall be
deemed to be a security agreement within the meaning of the Uniform Commercial
Code of the State of New York and (ii) each conveyance provided for in this
Agreement shall be deemed to be an assignment and a grant by the Seller or the
Depositor, as applicable , for the benefit of the Certificateholders, of a
security interest in all of the assets that constitute the Trust Fund, whether
now owned or hereafter acquired.

         The Depositor for the benefit of the Certificateholders shall, to the
extent consistent with this Agreement, take such actions as may be necessary to
ensure that, if this Agreement were deemed to create a security interest in the
assets of the Trust Fund, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of the Agreement.

         Section 12.05 Notices.

         (a) The Trustee shall use its best efforts to promptly provide notice
to each Rating Agency with respect to each of the following of which a
Responsible Officer of the Trustee has actual knowledge:

                  (i) Any material change or amendment to this Agreement;

                  (ii) The occurrence of any Event of Default that has not been
         cured;

                  (iii) The resignation or termination of the Master Servicer,
         the Securities Administrator or the Trustee and the appointment of any
         successor;

                  (iv) The repurchase or substitution of Mortgage Loans pursuant
         to Sections 2.02, 2.03, 4.21 and 11.01; and

                  (v) The final payment to Certificateholders.

         (b) 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 Depositor, Bear Stearns Asset Backed Securities I LLC, 383 Madison
Avenue, New York, New York 10179, Attention: Chief Counsel; (ii) in the case of
the Seller or the Company, _________________________________________________ or
such other address as may be hereafter furnished to the other parties hereto by
the Master Servicer in writing; (iv) in the case of the Trustee, at each
Corporate Trust Office or such other address as the Trustee may hereafter
furnish to the other parties hereto; (v) in the case of the Master Servicer or
the Securities Administrator, ________________________________________ (or, for
overnight deliveries, _______________________________________ or such other
address as may be hereafter furnished to the other parties hereto by the
Securities Administrator in writing and (vi) in the case of the Rating Agencies,
(x) [Moody's Investors Service, Inc., 99 Church Street, New York, New York
10007, Attention: Home Equity Monitoring] and (y) [Standard & Poor's, 55 Water
Street, 41st Floor, New York, New York 10041, Attention: Mortgage Surveillance
Group]. Any notice delivered to the Seller, the Master Servicer, the Securities
Administrator or the Trustee under this Agreement shall be effective only upon
receipt. Any notice required or permitted to be mailed to a Certificateholder,
unless otherwise provided herein, shall be given by first-class mail, postage
prepaid, at the address of such Certificateholder as shown in the Certificate
Register; any notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.

         Section 12.06 Severability of Provisions.

         If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

         Section 12.07 Assignment.

         Notwithstanding anything to the contrary contained herein, except as
provided pursuant to Section 8.02, this Agreement may not be assigned by the
Master Servicer, the Seller or the Depositor.

         Section 12.08 Limitation on Rights of Certificateholders.

         The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal representative or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a petition or winding up of the Trust
Fund, or otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.

         No Certificateholder shall have any right to vote (except as provided
herein) or in any manner otherwise control the operation and management of the
Trust Fund, or the obligations of the parties hereto, nor shall anything herein
set forth or contained in the terms of the Certificates be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any third
party by reason of any action taken by the parties to this Agreement pursuant to
any provision hereof.

         No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement,
unless such Holder previously shall have given to the Trustee or the Securities
Administrator, as appropriate, a written notice of an Event of Default and of
the continuance thereof, as hereinbefore provided, the Holders of Certificates
evidencing not less than 25% of the Voting Rights evidenced by the Certificates
shall also have made written request to the Trustee or the Securities
Administrator, as appropriate to institute such action, suit or proceeding in
its own name as Trustee or the Securities Administrator, as appropriate,
hereunder and shall have offered to the Trustee or the Securities Administrator,
as appropriate, such reasonable indemnity as it may require against the costs,
expenses, and liabilities to be incurred therein or thereby, and the Trustee or
the Securities Administrator, as appropriate, for 60 days after its receipt of
such notice, request and offer of indemnity shall have neglected or refused to
institute any such action, suit or proceeding; it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce any
right under this Agreement, except in the manner herein provided and for the
common benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section 12.08, each and every Certificateholder, the
Trustee or the Securities Administrator shall be entitled to such relief as can
be given either at law or in equity.

         Section 12.09 Inspection and Audit Rights.

         The Master Servicer agrees that, on reasonable prior notice, it will
permit any representative of the Depositor or the Trustee during the Master
Servicer's normal business hours, to examine all the books of account, records,
reports and other papers of the Master Servicer relating to the Mortgage Loans,
to make copies and extracts therefrom, to cause such books to be audited by
independent certified public accountants selected by the Depositor or the
Trustee and to discuss its affairs, finances and accounts relating to such
Mortgage Loans with its officers, employees and independent public accountants
(and by this provision the Master Servicer hereby authorizes such accountants to
discuss with such representative such affairs, finances and accounts), all at
such reasonable times and as often as may be reasonably requested. Any
out-of-pocket expense incident to the exercise by the Depositor or the Trustee
of any right under this Section 12.09 shall be borne by the party requesting
such inspection, subject to such party's right to reimbursement hereunder (in
the case of the Trustee, pursuant to Section 10.05 hereof).

         Section 12.10 Certificates Nonassessable and Fully Paid.

         It is the intention of the Depositor that Certificateholders shall not
be personally liable for obligations of the Trust Fund, that the interests in
the Trust Fund represented by the Certificates shall be nonassessable for any
reason whatsoever, and that the Certificates, upon due authentication thereof by
the Trustee pursuant to this Agreement, are and shall be deemed fully paid.

                                      * * *


<PAGE>


         IN WITNESS WHEREOF, the Depositor, the Master Servicer, the Seller, the
Company, the Securities Administrator and the Trustee have caused their names to
be signed hereto by their respective officers thereunto duly authorized as of
the day and year first above written.


                                 BEAR STEARNS ASSET BACKED SECURITIES I LLC,
                                 as Depositor

                                 By:_______________________________________
                                 Name:_____________________________________
                                 Title:____________________________________


                                 _________________________________________,
                                 as Seller and Company

                                 By:_______________________________________
                                 Name:_____________________________________
                                 Title:____________________________________


                                 _________________________________________,
                                 as Securities Administrator and Master Servicer

                                 By:_______________________________________
                                 Name:_____________________________________
                                 Title:____________________________________


                                 -----------------------------------------,
                                 as Trustee

                                 By:_______________________________________
                                 Name:_____________________________________
                                 Title:____________________________________


<PAGE>


STATE OF NEW YORK   )
                    ) ss.:
COUNTY OF NEW YORK  )

         On this ___ day of ________ 200__, before me, a notary public in and
for said State, appeared ______________, personally known to me on the basis of
satisfactory evidence to be an authorized representative of Bear Stearns Asset
Backed Securities I LLC, one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such corporation and acknowledged to me that such entity executed the within
instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


----------------------------
Notary Public [Notarial Seal]


<PAGE>


STATE OF NEW YORK   )
                    ) ss.:
COUNTY OF NEW YORK  )

         On this ____ day of ________ 200__, before me, a notary public in and
for said State, appeared _______________, personally known to me on the basis of
satisfactory evidence to be an authorized representative of
_________________________________ that executed the within instrument, and also
known to me to be the person who executed it on behalf of such corporation, and
acknowledged to me that such corporation executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


----------------------------
Notary Public [Notarial Seal]


<PAGE>


STATE OF NEW YORK   )
                    ) ss.:
COUNTY OF NEW YORK  )

         On this ____ day of ________ 200__, before me, a notary public in and
for said State, appeared _________________, personally known to me on the basis
of satisfactory evidence to be an authorized representative of
________________________, one of the corporations that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such corporation and acknowledged to me that such corporation executed the
within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


----------------------------
Notary Public [Notarial Seal]


<PAGE>


STATE OF NEW YORK   )
                    ) ss.:
COUNTY OF NEW YORK  )


         On this ____ day of ________ 200__, before me, a notary public in and
for said State, appeared _______________, personally known to me on the basis of
satisfactory evidence to be an authorized representative of
_____________________ that executed the within instrument, and also known to me
to be the person who executed it on behalf of such corporation, and acknowledged
to me that such corporation executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


----------------------------
Notary Public [Notarial Seal]

<PAGE>


                                   EXHIBIT A-1

                          Form of Class A Certificates

                  SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT,"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").

                  THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION
SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE
PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.

                  EACH HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE
DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 7.02(B) OF THE
POOLING AND SERVICING AGREEMENT.


<PAGE>

<TABLE>
<CAPTION>
<S>                                                          <C>
Certificate No. 1                                            Adjustable Rate

Class [I-A-1][I-A-2][I-A-3][II-A-1][II-A-2][II-A-3]Senior

Date of Pooling and Servicing Agreement                      Aggregate Initial Certificate Principal Balance of
and Cut-off Date: ______ __, 20__                            this Certificate as of the Cut-off Date:
                                                             $[----------]

First Distribution Date:                                     Initial Certificate Principal Balance of this
______ __, 20__                                              Certificate as of the Cut-off Date:
                                                             $[----------]

Master Servicer:                                             CUSIP: [_____]
EMC Mortgage Corporation

Last Scheduled Distribution Date:
[----------, --]
</TABLE>

                            ASSET-BACKED CERTIFICATE
                                 SERIES 200_-___

         evidencing a fractional undivided interest in the distributions
         allocable to the Class [I-A-1][I-A-2][I-A-3][II-A-1][II-A-2][II-A-3]
         Certificates with respect to a Trust Fund consisting primarily of a
         pool of conventional, closed-end, first and second lien, one- to
         four-family fixed and adjustable interest rate mortgage loans sold by
         BEAR STEARNS ASSET BACKED SECURITIES I LLC.

         This Certificate is payable solely from the assets of the Trust Fund
relating to Loan Group [I][II], and does not represent an obligation of or
interest in Bear Stearns Asset Backed Securities I LLC, the Master Servicer or
the Trustee referred to below or any of their affiliates or any other person.
Neither this Certificate nor the underlying Mortgage Loans are guaranteed or
insured by any governmental entity or by Bear Stearns Asset Backed Securities I
LLC, the Master Servicer or the Trustee or any of their affiliates or any other
person. None of Bear Stearns Asset Backed Securities I LLC, the Master Servicer
or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in a trust (the "Trust Fund")
generally consisting of conventional, closed-end first and second lien, fixed
and adjustable rate mortgage loans secured by one- to four- family residences
(collectively, the "Mortgage Loans") sold by Bear Stearns Asset Backed
Securities I LLC ("BSABS I"). The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") and Master Funding LLC to BSABS I. EMC will act as master
servicer of the Mortgage Loans (in that capacity, the "Master Servicer," which
term includes any successors thereto under the Agreement referred to below). The
Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated as
of the Cut-off Date specified above (the "Agreement"), among BSABS I, as
depositor (the "Depositor"), EMC Mortgage Corporation as sponsor and as Master
Servicer and LaSalle Bank National Association, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein shall have the
meaning ascribed to them in the Agreement. This Certificate is issued under and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.

         Interest on this Certificate will accrue from and including the
immediately preceding Distribution Date (or with respect to the First
Distribution Date, the Closing Date) to and including the day prior to the
current Distribution Date on the Certificate Principal Balance hereof at a per
annum rate equal to the Pass-Through Rate set forth above. The Trustee will
distribute on the 25th day of each month, or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the
Business Day immediately preceding such Distribution Date so long as such
Certificate remains in book-entry form (and otherwise, the close of business on
the last Business Day of the month immediately preceding the month of such
Distribution Date), an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount (of interest and principal, if any)
required to be distributed to the Holders of Certificates of the same Class as
this Certificate. The Assumed Final Distribution Date is the Distribution Date
in the month following the latest scheduled maturity date of any Mortgage Loan.

         Each holder of a Certificate or beneficial ownership shall be deemed to
have made the representations set forth in Section 7.02(b) of the Pooling and
Servicing Agreement.

         Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal hereon and any Realized Losses allocable
hereto.

         This Certificate is one of a duly authorized issue of Certificates
designated as set forth on the face hereof (the "Certificates"). The
Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the Trust Fund and the Policy for payment hereunder
and that the Trustee is not liable to the Certificateholders for any amount
payable under this Certificate or the Agreement or, except as expressly provided
in the Agreement, subject to any liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Trustee.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the rights of the related Certificateholders under the Agreement
from time to time by the parties thereto with the consent of the Holders of the
Class or Classes of related Certificates affected thereby evidencing over 50% of
the Voting Rights of such Class or Classes. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
related Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable with the Trustee upon
surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Trustee for such purposes, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Percentage Interest will be issued
to the designated transferee.

         The Certificates are issuable only as registered Certificates without
coupons in the Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, this
Certificate is exchangeable for one or more new Certificates evidencing the same
Class and in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.

         No service charge will be made to the Certificateholders for any such
registration of transfer, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Trustee and any agent of any
of them may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of Depositor, the Master Servicer, the
Trustee or any such agent shall be affected by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund relating to
Loan Group [I][II] created thereby (other than the obligations to make payments
to related Certificateholders with respect to the termination of the Agreement)
shall terminate upon the earlier of (i) the later of (A) the maturity or other
liquidation (or Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund relating to Loan Group [I][II] and disposition of
all property acquired upon foreclosure or deed in lieu of foreclosure of any
Group [I][II] Mortgage Loan and (B) the remittance of all funds due relating to
Loan Group [I][II] under the Agreement, or (ii) the optional repurchase by the
party named in the Agreement of all the Mortgage Loans and other assets of the
Trust Fund relating to Loan Group [I][II] in accordance with the terms of the
Agreement. Such optional repurchase may be made only on or after the first
Distribution Date on which the aggregate Stated Principal Balance of the Group
[I][II] Mortgage Loans is less than or equal to a certain percentage of the
aggregate Stated Principal Balance of the Group [I][II] Mortgage Loans as of the
Cut-off Date as set forth in the Agreement. The exercise of such right will
effect the early retirement of the Group [I][II] Certificates. In no event,
however, will the Trust Fund created by the Agreement continue beyond the
earlier of (i) the expiration of 21 years after the death of certain persons
identified in the Agreement and (ii) the Latest Possible Maturity Date (as
defined in the Agreement).

         Unless this Certificate has been countersigned by an authorized
signatory of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.


<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:   _________, ____               LASALLE BANK NATIONAL ASSOCIATION
                                       not in its individual capacity but solely
                                       as Trustee


                                       By:
                                           -------------------------------------
                                            Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class
[I-A-1][I-A-2][I-A-3][II-A-1][II-A-2][II-A-3] Certificates referred to in the
within-mentioned Agreement.

                                       LASALLE BANK NATIONAL ASSOCIATION
                                       Authorized signatory of LaSalle Bank
                                       National Association, not in its
                                       individual capacity but solely as Trustee


                                       By:
                                           -------------------------------------
                                            Authorized Signatory


<PAGE>


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto __________________________________ (Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest
evidenced by the within Asset-Backed Certificate and hereby authorizes the
transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.

         I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:

--------------------------------------------------------------------------------
                                                                               .
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


Dated:                                 -----------------------------------------
                                       Signature by or on behalf of assignor

                                       -----------------------------------------
                                       Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number ______________________________________ or, if mailed by check, to

________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by________________________________________
assignee named above, or _______________________________________________________
its agent.


<PAGE>


                                   EXHIBIT A-2

                          Form of Class M Certificates

         [FOR THE CLASS I-M-1, CLASS I-M-2, CLASS I-M-3, CLASS I-M-4, CLASS
I-M-5, CLASS I-M-6, CLASS I-M-7 AND CLASS I-M-8] [THIS CERTIFICATE IS
SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP I SENIOR CERTIFICATES [,] [AND]
[CLASS I-M-1 CERTIFICATES] [,] [AND] [CLASS I-M-2 CERTIFICATES] [,] [AND] [CLASS
I-M-3 CERTIFICATES] [,] [AND] [CLASS I-M-4 CERTIFICATES] [,] [AND] [CLASS I-M-5
CERTIFICATES] [,] [AND] [CLASS I-M-6 CERTIFICATES] [,] [AND] [CLASS I-M-7
CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).]

         [FOR THE CLASS II-M-1, CLASS II-M-2, CLASS II-M-3, CLASS II-M-4, CLASS
II-M-5, CLASS II-M-6, CLASS II-M-7 AND CLASS II-M-8] [THIS CERTIFICATE IS
SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP II SENIOR CERTIFICATES [,] [AND]
[CLASS II-M-1 CERTIFICATES] [,] [AND] [CLASS II-M-2 CERTIFICATES] [,] [AND]
[CLASS II-M-3 CERTIFICATES] [,] [AND] [CLASS II-M-4 CERTIFICATES] [,] [AND]
[CLASS II-M-5 CERTIFICATES] [,] [AND] [CLASS II-M-6 CERTIFICATES] [,] [AND]
[CLASS II-M-7 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).]

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT,"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").

         THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED
BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION
SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE
PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.

         EACH HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO
HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 7.02(B) OF THE POOLING AND
SERVICING AGREEMENT.

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


<PAGE>

<TABLE>
<CAPTION>
<S>                                                          <C>
Certificate No.1                                             Adjustable Rate

Class
[I-M-1][I-M-2][I-M-3][I-M-4][I-M-5][I-M-6][I-M-7][I-M-8]
[II-M-1][II-M-2][II-M-3][II-M-4][II-M-5][II-M-6][II-M-7][II-M-8] Subordinate

Date of Pooling and Servicing Agreement                      Aggregate  Initial  Certificate  Principal  Balance of
and Cut-off Date: ______ __, 20__                            this Certificate as of the Cut-off Date:
                                                             $[----------]

First Distribution Date:                                     Initial   Certificate   Principal   Balance   of  this
______ __, 20__                                              Certificate as of the Cut-off Date:
                                                             $[----------]

Master Servicer:                                             CUSIP: [_____]
EMC Mortgage Corporation

Last Scheduled Distribution Date:
[_______ ___], 2036
</TABLE>


                            ASSET-BACKED CERTIFICATE
                                 SERIES 200_-___

         evidencing a fractional undivided interest in the distributions
         allocable to the Class [I-M-1][I-M-2][I-M-3][I-M-4][I-M-5][I-M-6]
         [I-M-7][I-M-8][II-M-1][II-M-2][II-M-3][II-M-4][II-M-5][II-M-6]
         [II-M-7][II-M-8] Certificates with respect to a Trust Fund consisting
         primarily of a pool of conventional, closed-end one- to four-family
         first and second lien, one- to four-family fixed and adjustable
         interest rate mortgage loans sold by BEAR STEARNS ASSET BACKED
         SECURITIES I LLC.

         This Certificate is payable solely from the assets of the Trust Fund
relating to Loan Group [I][II], and does not represent an obligation of or
interest in Bear Stearns Asset Backed Securities I LLC, the Master Servicer or
the Trustee referred to below or any of their affiliates or any other person.
Neither this Certificate nor the underlying Mortgage Loans are guaranteed or
insured by any governmental entity or by Bear Stearns Asset Backed Securities I
LLC, the Master Servicer or the Trustee or any of their affiliates or any other
person. None of Bear Stearns Asset Backed Securities I LLC, the Master Servicer
or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.

         This certifies that ____________________ is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in a trust (the "Trust Fund")
generally consisting of conventional, closed-end first and second lien, fixed
and adjustable rate mortgage loans secured by one- to four- family residences
(collectively, the "Mortgage Loans") sold by Bear Stearns Asset Backed
Securities I LLC ("BSABS I"). The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") and Master Funding LLC to BSABS I. EMC will act as master
servicer of the Mortgage Loans (in that capacity, the "Master Servicer," which
term includes any successors thereto under the Agreement referred to below). The
Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated as
of the Cut-off Date specified above (the "Agreement"), among BSABS I, as
depositor (the "Depositor"), EMC Mortgage Corporation as sponsor and as Master
Servicer and LaSalle Bank National Association as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein shall have the
meaning ascribed to them in the Agreement. This Certificate is issued under and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.

         Interest on this Certificate will accrue from and including the
immediately preceding Distribution Date (or with respect to the First
Distribution Date, the Closing Date) to and including the day prior to the
current Distribution Date on the Certificate Principal Balance hereof at a per
annum rate equal to the Pass-Through Rate set forth above. The Trustee will
distribute on the 25th day of each month, or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the
Business Day immediately preceding such Distribution Date so long as such
Certificate remains in book-entry form (and otherwise, the close of business on
the last Business Day of the month immediately preceding the month of such
Distribution Date), an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount (of interest and principal, if any)
required to be distributed to the Holders of Certificates of the same Class as
this Certificate. The Assumed Final Distribution Date is the Distribution Date
in the month following the latest scheduled maturity date of any Mortgage Loan.

         Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal hereon and any Realized Losses allocable
hereto

         This Certificate is one of a duly authorized issue of Certificates
designated as set forth on the face hereof (the "Certificates"). The
Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the Trust Fund for payment hereunder and that the
Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Trustee.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the rights of the related Certificateholders under the Agreement
from time to time by the parties thereto with the consent of the Holders of the
Class or Classes of related Certificates affected thereby evidencing over 50% of
the Voting Rights of such Class or Classes. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
related Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable with the Trustee upon
surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Trustee for such purposes, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Percentage Interest will be issued
to the designated transferee.

         Each holder of a Certificate or beneficial ownership shall be deemed to
have made the representations set forth in Section 7.02(b) of the Pooling and
Servicing Agreement.

         The Certificates are issuable only as registered Certificates without
coupons in the Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, this
Certificate is exchangeable for one or more new Certificates evidencing the same
Class and in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.

         No service charge will be made to the Certificateholders for any such
registration of transfer, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Trustee and any agent of any
of them may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trustee or any such agent shall be affected by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund relating to
Loan Group [I][II] created thereby (other than the obligations to make payments
to related Certificateholders with respect to the termination of the Agreement)
shall terminate upon the earlier of (i) the later of (A) the maturity or other
liquidation (or Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund relating to Loan Group [I][II] and disposition of
all property acquired upon foreclosure or deed in lieu of foreclosure of any
Group [I][II] Mortgage Loan and (B) the remittance of all funds due relating to
Loan Group [I][II] under the Agreement, or (ii) the optional repurchase by the
party named in the Agreement of all the Mortgage Loans and other assets of the
Trust Fund relating to Loan Group [I][II] in accordance with the terms of the
Agreement. Such optional repurchase may be made only on or after the first
Distribution Date on which the aggregate Stated Principal Balance of the Group
[I][II] Mortgage Loans is less than or equal to a certain percentage of the
aggregate Stated Principal Balance of the Group [I][II] Mortgage Loans as of the
Cut-off Date as set forth in the Agreement. The exercise of such right will
effect the early retirement of the Group [I][II] Certificates. In no event,
however, will the Trust Fund created by the Agreement continue beyond the
earlier of (i) the expiration of 21 years after the death of certain persons
identified in the Agreement and (ii) the Latest Possible Maturity Date (as
defined in the Agreement).

         Unless this Certificate has been countersigned by an authorized
signatory of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.


<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:   _________, ____               LASALLE BANK NATIONAL ASSOCIATION
                                       not in its individual capacity but solely
                                       as Trustee


                                       By:
                                           -------------------------------------
                                            Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION

         This is one of the Class [I-M-1][I-M-2][I-M-3] [I-M-4][I-M-5][I-M-6]
[I-M-7][I-M-8] [II-M-1][II-M-2][II-M-3][II-M-4][II-M-5][II-M-6][II-M-7][II-M-8]
Certificates referred to in the within-mentioned Agreement.

                                       LASALLE BANK NATIONAL ASSOCIATION
                                       Authorized signatory of LaSalle Bank
                                       National Association, not in its
                                       individual capacity but solely as Trustee


                                       By:
                                           -------------------------------------
                                            Authorized Signatory


<PAGE>


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________ (Please print or
typewrite name and address including postal zip code of assignee) a Percentage
Interest evidenced by the within Asset-Backed Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.

                  I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:

--------------------------------------------------------------------------------
                                                                               .
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


Dated:                                 -----------------------------------------
                                       Signature by or on behalf of assignor

                                       -----------------------------------------
                                       Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number ______________________________________ or, if mailed by check, to

________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by________________________________________
assignee named above, or _______________________________________________________
its agent.


<PAGE>


                                   EXHIBIT A-3

                          Form of Class B Certificates

         [FOR THE CLASS I-B-1, CLASS I-B-2, CLASS I-B-3, CLASS I-B-4, CLASS
I-B-5, CLASS I-B-6, CLASS I-B-7 AND CLASS I-B-8] [THIS CERTIFICATE IS
SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP I SENIOR CERTIFICATES[,] [AND]
CLASS I-M CERTIFICATES [,] [AND] [CLASS I-B-1 CERTIFICATES] [,] [AND] [CLASS
I-B-2 CERTIFICATES] [,] [AND] [CLASS I-B-3 CERTIFICATES] [,] [AND] [CLASS I-B-4
CERTIFICATES] [,] [AND] [CLASS I-B-5 CERTIFICATES] [,] [AND] [CLASS I-B-6
CERTIFICATES] [,] [AND] [CLASS I-B-7 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT
(AS DEFINED BELOW).]

         [FOR THE CLASS II-B-1, CLASS II-B-2, CLASS II-B-3, CLASS II-B-4, CLASS
II-B-5, CLASS II-B-6, CLASS II-B-7 AND CLASS II-B-8] [THIS CERTIFICATE IS
SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP II SENIOR CERTIFICATES [,] [AND]
{CLASS II-M CERTIFICATES] [,] [AND] [CLASS II-B-1 CERTIFICATES] [,] [AND] [CLASS
II-B-2 CERTIFICATES] [,] [AND] [CLASS II-B-3 CERTIFICATES] [,] [AND] [CLASS
II-B-4 CERTIFICATES] [,] [AND] [CLASS II-B-5 CERTIFICATES] [,] [AND] [CLASS
II-B-6 CERTIFICATES] [,] [AND] [CLASS II-B-7 CERTIFICATES] AS DESCRIBED IN THE
AGREEMENT (AS DEFINED BELOW).]

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT,"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE").

         THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED
BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION
SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE
PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.

         EACH HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO
HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 7.02(B) OF THE POOLING AND
SERVICING AGREEMENT.

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


<PAGE>

<TABLE>
<CAPTION>
<S>                                                          <C>
Certificate No.1                                             Adjustable Rate

Class
[I-B-1][I-B-2][I-B-3][I-B-4][I-B-5][I-B-6][I-B-7][I-B-8]
[II-B-1][II-B-2][II-B-3][II-B-4][II-B-5][II-B-6][II-B-7][II-B-8] Subordinate

Date of Pooling and Servicing Agreement                      Aggregate  Initial  Certificate  Principal  Balance of
and Cut-off Date: ______ __, 20__                            this Certificate as of the Cut-off Date:
                                                             $[----------]

First Distribution Date:                                     Initial   Certificate   Principal   Balance   of  this
______ __, 20__                                              Certificate as of the Cut-off Date:
                                                             $[----------]

Master Servicer:                                             CUSIP: [_____]
EMC Mortgage Corporation

Last Scheduled Distribution Date:
[_______ ___], 2036
</TABLE>


                            ASSET-BACKED CERTIFICATE
                                 SERIES 200_-___

         evidencing a fractional undivided interest in the distributions
         allocable to the Class [I-B-1][I-B-2][I-B-3][I-B-4][I-B-5][I-B-6]
         [I-B-7][I-B-8][II-B-1][II-B-2][II-B-3][II-B-4][II-B-5][II-B-6]
         [II-B-7][II-B-8] Certificates with respect to a Trust Fund consisting
         primarily of a pool of conventional, closed-end one- to four-family
         first and second lien, one- to four-family fixed and adjustable
         interest rate mortgage loans sold by BEAR STEARNS ASSET BACKED
         SECURITIES I LLC.

         This Certificate is payable solely from the assets of the Trust Fund
relating to Loan Group [I][II], and does not represent an obligation of or
interest in Bear Stearns Asset Backed Securities I LLC, the Master Servicer or
the Trustee referred to below or any of their affiliates or any other person.
Neither this Certificate nor the underlying Mortgage Loans are guaranteed or
insured by any governmental entity or by Bear Stearns Asset Backed Securities I
LLC, the Master Servicer or the Trustee or any of their affiliates or any other
person. None of Bear Stearns Asset Backed Securities I LLC, the Master Servicer
or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.

         This certifies that ____________________ is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in a trust (the "Trust Fund")
generally consisting of conventional, closed-end first and second lien, fixed
and adjustable rate mortgage loans secured by one- to four- family residences
(collectively, the "Mortgage Loans") sold by Bear Stearns Asset Backed
Securities I LLC ("BSABS I"). The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") and Master Funding LLC to BSABS I. EMC will act as master
servicer of the Mortgage Loans (in that capacity, the "Master Servicer," which
term includes any successors thereto under the Agreement referred to below). The
Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated as
of the Cut-off Date specified above (the "Agreement"), among BSABS I, as
depositor (the "Depositor"), EMC Mortgage Corporation as sponsor and as Master
Servicer and LaSalle Bank National Association as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein shall have the
meaning ascribed to them in the Agreement. This Certificate is issued under and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.

         Interest on this Certificate will accrue from and including the
immediately preceding Distribution Date (or with respect to the First
Distribution Date, the Closing Date) to and including the day prior to the
current Distribution Date on the Certificate Principal Balance hereof at a per
annum rate equal to the Pass-Through Rate set forth above. The Trustee will
distribute on the 25th day of each month, or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the
Business Day immediately preceding such Distribution Date so long as such
Certificate remains in book-entry form (and otherwise, the close of business on
the last Business Day of the month immediately preceding the month of such
Distribution Date), an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount (of interest and principal, if any)
required to be distributed to the Holders of Certificates of the same Class as
this Certificate. The Assumed Final Distribution Date is the Distribution Date
in the month following the latest scheduled maturity date of any Mortgage Loan.

         Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal hereon and any Realized Losses allocable
hereto

         This Certificate is one of a duly authorized issue of Certificates
designated as set forth on the face hereof (the "Certificates"). The
Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the Trust Fund for payment hereunder and that the
Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Trustee.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the rights of the related Certificateholders under the Agreement
from time to time by the parties thereto with the consent of the Holders of the
Class or Classes of related Certificates affected thereby evidencing over 50% of
the Voting Rights of such Class or Classes. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
related Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable with the Trustee upon
surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Trustee for such purposes, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Percentage Interest will be issued
to the designated transferee.

         Each holder of a Certificate or beneficial ownership shall be deemed to
have made the representations set forth in Section 7.02(b) of the Pooling and
Servicing Agreement.

         The Certificates are issuable only as registered Certificates without
coupons in the Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, this
Certificate is exchangeable for one or more new Certificates evidencing the same
Class and in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.

         No service charge will be made to the Certificateholders for any such
registration of transfer, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Trustee and any agent of any
of them may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trustee or any such agent shall be affected by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund relating to
Loan Group [I][II] created thereby (other than the obligations to make payments
to related Certificateholders with respect to the termination of the Agreement)
shall terminate upon the earlier of (i) the later of (A) the maturity or other
liquidation (or Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund relating to Loan Group [I][II] and disposition of
all property acquired upon foreclosure or deed in lieu of foreclosure of any
Group [I][II] Mortgage Loan and (B) the remittance of all funds due relating to
Loan Group [I][II] under the Agreement, or (ii) the optional repurchase by the
party named in the Agreement of all the Mortgage Loans and other assets of the
Trust Fund relating to Loan Group [I][II] in accordance with the terms of the
Agreement. Such optional repurchase may be made only on or after the first
Distribution Date on which the aggregate Stated Principal Balance of the Group
[I][II] Mortgage Loans is less than or equal to a certain percentage of the
aggregate Stated Principal Balance of the Group [I][II] Mortgage Loans as of the
Cut-off Date as set forth in the Agreement. The exercise of such right will
effect the early retirement of the Group [I][II] Certificates. In no event,
however, will the Trust Fund created by the Agreement continue beyond the
earlier of (i) the expiration of 21 years after the death of certain persons
identified in the Agreement and (ii) the Latest Possible Maturity Date (as
defined in the Agreement).

         Unless this Certificate has been countersigned by an authorized
signatory of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.


<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:   _________, ____               LASALLE BANK NATIONAL ASSOCIATION
                                       not in its individual capacity but solely
                                       as Trustee


                                       By:
                                           -------------------------------------
                                             Authorized Signatory


<PAGE>



                          CERTIFICATE OF AUTHENTICATION

         This is one of the Class [I-B-1][I-B-2][I-B-3][I-B-4][I-B-5][I-B-6]
[I-B-7][I-B-8] [II-B-1][II-B-2][II-B-3][II-B-4][II-B-5][II-B-6][II-B-7][II-B-8]
Certificates referred to in the within-mentioned Agreement.

                                       LASALLE BANK NATIONAL ASSOCIATION
                                       Authorized signatory of LaSalle Bank
                                       National Association, not in its
                                       individual capacity but solely as Trustee


                                       By:
                                           -------------------------------------
                                             Authorized Signatory


<PAGE>


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________ (Please print or
typewrite name and address including postal zip code of assignee) a Percentage
Interest evidenced by the within Asset-Backed Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.

                  I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:

--------------------------------------------------------------------------------
                                                                               .
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


Dated:                                 -----------------------------------------
                                       Signature by or on behalf of assignor

                                       -----------------------------------------
                                       Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number ______________________________________ or, if mailed by check, to

________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by________________________________________
assignee named above, or _______________________________________________________
its agent.


<PAGE>


                                   EXHIBIT A-4

                          Form of Class R Certificates

         THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED
STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

         NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 7.02(B) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE
AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER OR
THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER
SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES,
OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN
INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO
TAX AND EXCEPT FOR FREDDIE MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT
SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C)
ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS
TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN
SECTION 1381(A)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER
SECTION 775(A) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES
(A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED
ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) SUCH
TRANSFEREE IS A UNITED STATES PERSON UNDER SECTION 7701 OF THE CODE, (3) NO
PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND
(4) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION
IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE
OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.


<PAGE>


Certificate No.1

Class [I-R-1][I-R-3][I-R-4][I-RX][II-R-2][II-RX]       Percentage Interest: 100%

Date of Pooling and Servicing  Agreement and Cut-off Date:
____ 1, 200__

First Distribution Date:
____ [__], 200__

Master Servicer:                                       CUSIP: [_____]
EMC Mortgage Corporation

Last Scheduled Distribution Date:
____ [__], 20___


                            ASSET-BACKED CERTIFICATE
                                SERIES 200__-___

         evidencing a fractional undivided interest in the distributions
         allocable to the Class [I-R-1][I-R-3][I-R-4][I-RX][II-R-2][II-RX]
         Certificates with respect to a Trust Fund consisting primarily of a
         pool of conventional, closed-end first and second lien one- to
         four-family fixed and adjustable interest rate mortgage loans sold by
         BEAR STEARNS ASSET BACKED SECURITIES I LLC.

         This Certificate is payable solely from the assets of the Trust Fund
relating to Loan Group [I][II], and does not represent an obligation of or
interest in Bear Stearns Asset Backed Securities I LLC, the Master Servicer or
the Trustee referred to below or any of their affiliates or any other person.
Neither this Certificate nor the underlying Mortgage Loans are guaranteed or
insured by any governmental entity or by Bear Stearns Asset Backed Securities I
LLC, the Master Servicer, the Trustee or any of their affiliates or any other
person. None of Bear Stearns Asset Backed Securities I LLC, the Master Servicer
or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.

         This certifies that Bear, Stearns Securities Corp. is the registered
owner of the Percentage Interest evidenced hereby in the beneficial ownership
interest of Certificates of the same Class as this Certificate in a trust (the
"Trust Fund") generally consisting of conventional, closed-end first and second
lien, fixed and adjustable rate mortgage loans secured by one- to four- family
residences (collectively, the "Mortgage Loans") sold by Bear Stearns Asset
Backed Securities I LLC ("BSABS I"). The Mortgage Loans were sold by EMC
Mortgage Corporation ("EMC") and Master Funding LLC to BSABS I. EMC will act as
master servicer of the Mortgage Loans (in that capacity, the "Master Servicer,"
which term includes any successors thereto under the Agreement referred to
below). The Trust Fund was created pursuant to the Pooling and Servicing
Agreement, dated as of the Cut-off Date specified above (the "Agreement"), among
BSABS I, as depositor (the "Depositor"), EMC Mortgage Corporation as sponsor and
as Master Servicer and LaSalle Bank National Association as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.

         Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
Permitted Transferee, (ii) the transfer of any Ownership Interest in this
Certificate will be conditioned upon the delivery to the Trustee of, among other
things, an affidavit to the effect that it is a Permitted Transferee, (iii) any
attempted or purported transfer of any Ownership Interest in this Certificate in
violation of such restrictions will be absolutely null and void and will vest no
rights in the purported transferee, and (iv) if any person other than a
Permitted Transferee acquires any Ownership Interest in this Certificate in
violation of such restrictions, then the Depositor will have the right, in its
sole discretion and without notice to the Holder of this Certificate, to sell
this Certificate to a purchaser selected by the Depositor, which purchaser may
be the Depositor, or any affiliate of the Depositor, on such terms and
conditions as the Depositor may choose.

         The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last day (or if such last day is not a Business Day, the
Business Day immediately preceding such last day) of the calendar month
immediately preceding the month in which the Distribution Date occurs, an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amounts required to be distributed to the Holders of Certificates of the
same Class as this Certificate.

         Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.

         No transfer of this Class [I-R-1][I-R-3][I-R-4][I-RX][II-R-2][II-RX]
Certificate will be made unless the Trustee shall have received either (i) the
opinion of counsel set forth in Section 7.02(b) of the Agreement or (ii) a
representation letter under Section 6.02 of the Agreement, in the form as
described by the Agreement, stating that the transferee is not an employee
benefit or other plan subject to the prohibited transaction provisions of ERISA
or Section 4975 of the Code (a "Plan"), or any other person (including an
investment manager, a named fiduciary or a trustee of any Plan) acting, directly
or indirectly, on behalf of or purchasing any Certificate with "plan assets" of
any Plan.

         This Certificate is one of a duly authorized issue of Certificates
designated as set forth on the face hereof (the "Certificates"). The
Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the Trust Fund for payment hereunder and that the
Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Trustee.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the rights of the related Certificateholders under the Agreement
from time to time by the parties thereto with the consent of the Holders of the
Class or Classes of related Certificates affected thereby evidencing over 50% of
the Voting Rights of such Class or Classes. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
related Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable with the Trustee upon
surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Trustee for such purposes, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Percentage Interest will be issued
to the designated transferee.

         The Certificates are issuable only as registered Certificates without
coupons in the Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, this
Certificate is exchangeable for one or more new Certificates evidencing the same
Class and in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.

         No service charge will be made to the Certificateholders for any such
registration of transfer, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Trustee and any agent of any
of them may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of Depositor, the Master Servicer, the
Trustee or any such agent shall be affected by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund relating to
Loan Group [I][II] created thereby (other than the obligations to make payments
to related Certificateholders with respect to the termination of the Agreement)
shall terminate upon the earlier of (i) the later of (A) the maturity or other
liquidation (or Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund relating to Loan Group [I][II] and disposition of
all property acquired upon foreclosure or deed in lieu of foreclosure of any
Group [I][II] Mortgage Loan and (B) the remittance of all funds due relating to
Loan Group [I][II] under the Agreement, or (ii) the optional repurchase by the
party named in the Agreement of all the Mortgage Loans and other assets of the
Trust Fund relating to Loan Group [I][II] in accordance with the terms of the
Agreement. Such optional repurchase may be made only on or after the first
Distribution Date on which the aggregate Stated Principal Balance of the Group
[I][II] Mortgage Loans is less than or equal to a certain percentage of the
aggregate Stated Principal Balance of the Group [I][II] Mortgage Loans as of the
Cut-off Date as set forth in the Agreement. The exercise of such right will
effect the early retirement of the Group [I][II] Certificates. In no event,
however, will the Trust Fund created by the Agreement continue beyond the
earlier of (i) the expiration of 21 years after the death of certain persons
identified in the Agreement and (ii) the Latest Possible Maturity Date (as
defined in the Agreement).

         Unless this Certificate has been countersigned by an authorized
signatory of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.


<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:   _________, ____               LASALLE BANK NATIONAL ASSOCIATION
                                       not in its individual capacity but solely
                                       as Trustee



                                       By:
                                           -------------------------------------
                                            Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION

         This is one of the Class [I-R-1][I-R-3][I-R-4][I-RX][II-R-2][II-RX]
Certificates referred to in the within-mentioned Agreement.

                                       LASALLE BANK NATIONAL ASSOCIATION

                                       Authorized signatory of LaSalle Bank
                                       tional Association, not in its individual
                                       capacity but solely as Trustee


                                       By:
                                           -------------------------------------
                                            Authorized Signatory


<PAGE>


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto __________________________________ (Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest
evidenced by the within Asset-Backed Certificate and hereby authorizes the
transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.

         I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:

--------------------------------------------------------------------------------
                                                                               .
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


Dated:                                 -----------------------------------------
                                       Signature by or on behalf of assignor

                                       -----------------------------------------
                                       Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number ______________________________________ or, if mailed by check, to

________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by________________________________________
assignee named above, or _______________________________________________________
its agent.


<PAGE>


                                    EXHIBIT B

                             MORTGAGE LOAN SCHEDULE

                             [Provided Upon Request]


<PAGE>


                                   EXHIBIT C-1

                     FORM OF CUSTODIAN INITIAL CERTIFICATION

                                                        ____ [__], 200__


LaSalle Bank National Association
135 South LaSalle Street
Chicago, IL 60603

EMC Mortgage Corporation
909 Hidden Ridge Drive, Suite 200
Irving, Texas 75038

Attention: Bear Stearns Asset Backed Securities I LLC, Series 200__-___

         Re:      Custodial Agreement, dated as of ____ [__], 200__, by and
                  among LaSalle Bank National Association, Bear Stearns Asset
                  Backed Securities I LLC, EMC Mortgage Corporation and Master
                  Funding LLC, relating to Bear Stearns Asset Backed Securities
                  I Trust 200__-___, Asset-Backed Certificates, Series 200__-___
                  --------------------------------------------------------------

Ladies and Gentlemen:

         In accordance with Section 2.3(a) of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
the following documents with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto: (i) an original note, including any riders thereto, endorsed without
recourse to the order of LaSalle Bank National Association, as Trustee for
certificateholders of ___________________________ and showing an unbroken chain
of endorsements from the original payee thereof to the person endorsing it to
the Trustee; (ii) an original mortgage and, if the related mortgage loan is a
MERS Loan, registered with MERS, noting the presence of the mortgage
identification number and language indicating that such mortgage loan is a MERS
Loan, which shall have been recorded (or if the original is not available, a
copy) with evidence of such recording indicated thereon (or if clause (x) in the
proviso below applies, shall be in recordable form); (iii) unless the mortgage
loan is a MERS Loan, the assignment (either an original or a copy, which may be
in the form of a blanket assignment if permitted in the jurisdiction in which
the mortgage property is located) to the Trustee of the mortgage with respect to
each mortgage loan in the name of ___________________________, which shall have
been recorded (of if clause (x) in the proviso below applies, shall be in
recordable form); (iv) an original or a copy of all intervening assignments of
the mortgage, if any, with evidence of recording thereon; (v) the original
policy of title insurance or mortgagee's certificate of title insurance or
commitment or binder for title insurance, if available, or a copy thereof, or,
in the event that such original title insurance policy is unavailable, a
photocopy thereof, or in lieu thereof, a current lien search on the related
mortgaged property; and (vi) originals or copies of all available assumption,
modification or substitution agreements, if any; provided, however, that in lieu
of the foregoing, the related Seller may deliver the following documents, under
the circumstances set forth below: (x) if any mortgage, assignment thereof to
the Trustee or intervening assignments thereof have been delivered or are being
delivered to recording offices for recording and have not been returned in time
to permit their delivery as specified above, the Depositor may deliver a true
copy thereof with a certification by the related Seller or the title company
issuing the commitment for title insurance, on the face of such copy,
substantially as follows: "Certified to be a true and correct copy of the
original, which has been transmitted for recording"; and (y) in lieu of the
mortgage notes relating to the mortgage loans identified in the list attached
hereto, the Depositor may deliver a lost note affidavit and indemnity and a copy
of the original note, if available.

         Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.

                                       LASALLE BANK NATIONAL ASSOCIATION

                                       By:
                                           -------------------------------------
                                       Name:
                                       Title:

<PAGE>


                                   SCHEDULE A

                             (PROVIDED UPON REQUEST)

<PAGE>


                                   EXHIBIT C-2

                     FORM OF CUSTODIAN INTERIM CERTIFICATION

                                                              [DATE]

LaSalle Bank National Association
135 South LaSalle Street
Chicago, IL 60603

EMC Mortgage Corporation
909 Hidden Ridge Drive, Suite 200
Irving, Texas 75038

Attention: Bear Stearns Asset Backed Securities I LLC, Series 200__-___

         Re:      Custodial Agreement, dated as of ____ [__], 200__, by and
                  among LaSalle Bank National Association, Bear Stearns Asset
                  Backed Securities I LLC, EMC Mortgage Corporation and Master
                  Funding LLC, relating to Bear Stearns Asset Backed Securities
                  I Trust 200__-___, Asset-Backed Certificates, Series 200__-___
                  --------------------------------------------------------------

Ladies and Gentlemen:

         In accordance with Section 2.3(b) of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
and reviewed the documents described in its initial certification dated ________
[__], 200__ and has determined that: all documents have been executed and
received and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto.

         Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.

                                       LASALLE BANK NATIONAL ASSOCIATION

                                       By:
                                           -------------------------------------
                                       Name:
                                       Title:


<PAGE>


                                   SCHEDULE A

                             (PROVIDED UPON REQUEST)

<PAGE>


                                   EXHIBIT C-3

                      FORM OF CUSTODIAN FINAL CERTIFICATION

                                                              [DATE]

LaSalle Bank National Association
135 South LaSalle Street
Chicago, IL 60603

EMC Mortgage Corporation
909 Hidden Ridge Drive, Suite 200
Irving, Texas 75038

Attention: Bear Stearns Asset Backed Securities I LLC, Series 200__-___

         Re:      Custodial Agreement, dated as of ____ [__], 200__, by and
                  among LaSalle Bank National Association, Bear Stearns Asset
                  Backed Securities I LLC, EMC Mortgage Corporation and Master
                  Funding LLC, relating to Bear Stearns Asset Backed Securities
                  I Trust 200__-___, Asset-Backed Certificates, Series 200__-___
                  --------------------------------------------------------------

Ladies and Gentlemen:

         In accordance with Section 2.3(c) of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
and reviewed the documents described in its initial certification dated ____
[__], 200__ and has determined that: all documents have been executed and
received and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto.

         Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.

                                       LASALLE BANK NATIONAL ASSOCIATION

                                       By:
                                           -------------------------------------
                                       Name:
                                       Title:


<PAGE>


                                   SCHEDULE A

                             (PROVIDED UPON REQUEST)


<PAGE>


                                    EXHIBIT D

                           FORM OF TRANSFER AFFIDAVIT

                                    Affidavit pursuant to Section 860E(e)(4)
                                    of the Internal Revenue Code of 1986, as
                                    amended, and for other purposes

STATE OF               )
                       )   ss.:
COUNTY OF              )

          [NAME OF OFFICER], being first duly sworn, deposes and says:

         1. That he/she is [Title of Officer] of [Name of Investor] (the
"Investor"), a [savings institution] [corporation] duly organized and existing
under the laws of [the State of _____] [the United States], on behalf of which
he makes this affidavit.

         2. That (i) the Investor is not a "disqualified organization" as
defined in Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
(the "Code"), or an electing large partnership as defined in Section 775(a) of
the Code, and will not be a disqualified organization or an electing large
partnership as of [Closing Date] [date of purchase]; (ii) it is not acquiring
the Bear Stearns Asset Backed Securities I LLC Asset-Backed Certificates, Series
200__-___, Class [I-R-1][I-R-3][I-R-4][I-RX][II-R-2][II-RX] Certificates (the
"Residual Certificates") for the account of a disqualified organization or an
electing large partnership; (iii) it consents to any amendment of the Pooling
and Servicing Agreement that shall be deemed necessary by Bear Stearns Asset
Backed Securities I LLC (upon advice of counsel) to constitute a reasonable
arrangement to ensure that the Residual Certificates will not be owned directly
or indirectly by a disqualified organization or an electing large partnership;
and (iv) it will not transfer such Residual Certificates unless (a) it has
received from the transferee an affidavit in substantially the same form as this
affidavit containing these same seven representations and (b) as of the time of
the transfer, it does not have actual knowledge that such affidavit is false.

         3. That the Investor is one of the following: (i) a citizen or resident
of the United States, (ii) a corporation or partnership (including an entity
treated as a corporation or partnership for federal income tax purposes) created
or organized in, or under the laws of, the United States or any state thereof or
the District of Columbia (except, in the case of a partnership, to the extent
provided in regulations), provided that no partnership or other entity treated
as a partnership for United States federal income tax purposes shall be treated
as a United States person within the meaning of the Code unless all persons that
own an interest in such partnership either directly or through any entity that
is not a corporation for United States federal income tax purposes are United
States persons, (iii) an estate whose income is subject to United States federal
income tax regardless of its source, or (iv) a trust other than a "foreign
trust" as defined in Section 7701 (a)(31) of the Code.

         4. That the Investor's taxpayer identification number is
______________________.

         5. That no purpose of the acquisition of the Residual Certificates is
to avoid or impede the assessment or collection of tax.

         6. That the Investor understands that, as the holder of the Residual
Certificates, the Investor may incur tax liabilities in excess of any cash flows
generated by such Residual Certificates.

         7. That the Investor intends to pay taxes associated with holding the
Residual Certificates as they become due.

         IN WITNESS WHEREOF, the Investor has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[Title of Officer] this ____ day of _________, 20__.

                                       [NAME OF INVESTOR]


                                       By:
                                           -------------------------------------
                                       Name: [Name of Officer]
                                       Title: [Title of Officer]
                                              [Address of Investor for receipt
                                              of distributions]

                                              Address of Investor for receipt of
                                              tax information:


<PAGE>


         Personally appeared before me the above-named [Name of Officer], known
or proved to me to be the same person who executed the foregoing instrument and
to be the [Title of Officer] of the Investor, and acknowledged to me that he/she
executed the same as his/her free act and deed and the free act and deed of the
Investor.

         Subscribed and sworn before me this ___ day of _________, 20___.

NOTARY PUBLIC

COUNTY OF

STATE OF


My commission expires the ___ day of ___________________, 20___.


<PAGE>


                                    EXHIBIT E

                         FORM OF TRANSFEROR CERTIFICATE

                             ______________, 200___


Bear Stearns Asset Backed Securities I LLC
383 Madison Avenue
New York, New York 10179

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

Attention: Bear Stearns Asset Backed Securities Trust 200__-___

         Re:      Bear Stearns Asset Backed Securities I Trust 200__-___,
                  Asset-Backed Certificates, Series 200__-___ (the
                  "Certificates"), including the Class ___ Certificates (the
                  "Privately Offered Certificates")
                  ----------------------------------------------------------

Ladies and Gentlemen:

         In connection with the sale by ___________ (the "Seller") to ________
(the "Purchaser") of $_________ Initial Certificate Principal Balance of
Asset-Backed Certificates, Series 200__-___, Class _____ (the "Certificates"),
issued pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of ____ 1, 200__, among Bear Stearns Asset
Backed Securities I LLC, as depositor (the "Depositor"), EMC Mortgage
Corporation, as sponsor and as master servicer and LaSalle Bank National
Association, as trustee (the "Trustee"). The Seller hereby certifies, represents
and warrants to, a covenants with, the Depositor and the Trustee that:

         Neither the Seller nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Certificate, any
interest in any Certificate or any other similar security to any person in any
manner, (b) has solicited any offer to buy or to accept a pledge, disposition or
other transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner, or
(e) has taken any other action, that (as to any of (a) through (e) above) would
constitute a distribution of the Certificates under the Securities Act of 1933
(the "Act"), that would render the disposition of any Certificate a violation of
Section 5 of the Act or any state securities law, or that would require
registration or qualification pursuant thereto. The Seller will not act in any
manner set forth in the foregoing sentence with respect to any Certificate. The
Seller has not and will not sell or otherwise transfer any of the Certificates,
except in compliance with the provisions of the Pooling and Servicing Agreement.

                                       Very truly yours,

                                       -----------------------------------------
                                       (Seller)


                                       By:
                                              ----------------------------------
                                       Name:
                                              ----------------------------------
                                       Title:
                                              ----------------------------------


<PAGE>


                                    EXHIBIT F

                     FORM OF INVESTMENT LETTER-NON RULE 144A

                                                                 [Date]
[SELLER]

Bear Stearns Asset Backed Securities I LLC
383 Madison Avenue
New York, New York 10179

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

         Re:      Bear Stearns Asset Backed Securities I Trust 200__-___,
                  Asset-Backed Certificates, Series 200__-___ (the
                  "Certificates"), including the Class ___ Certificates (the
                  "Privately Offered Certificates")
                  ----------------------------------------------------------

Dear Ladies and Gentlemen:

         In connection with our purchase of Privately Offered Certificates, we
confirm that:

         (i)      we understand that the Privately Offered Certificates are not
                  being registered under the Securities Act of 1933, as amended
                  (the "Act") or any applicable state securities or "Blue Sky"
                  laws, and are being sold to us in a transaction that is exempt
                  from the registration requirements of such laws;

         (ii)     any information we desired concerning the Certificates,
                  including the Privately Offered Certificates, the trust in
                  which the Certificates represent the entire beneficial
                  ownership interest (the "Trust") or any other matter we deemed
                  relevant to our decision to purchase Privately Offered
                  Certificates has been made available to us;

         (iii)    we are able to bear the economic risk of investment in
                  Privately Offered Certificates; we are an institutional
                  "accredited investor" as defined in Section 501(a) of
                  Regulation D promulgated under the Act and a sophisticated
                  institutional investor;

         (iv)     we are acquiring Privately Offered Certificates for our own
                  account, not as nominee for any other person, and not with a
                  present view to any distribution or other disposition of the
                  Privately Offered Certificates;

         (v)      we agree the Privately Offered Certificates must be held
                  indefinitely by us (and may not be sold, pledged, hypothecated
                  or in any way disposed of) unless subsequently registered
                  under the Act and any applicable state securities or "Blue
                  Sky" laws or an exemption from the registration requirements
                  of the Act and any applicable state securities or "Blue Sky"
                  laws is available;

         (vi)     we agree that in the event that at some future time we wish to
                  dispose of or exchange any of the Privately Offered
                  Certificates (such disposition or exchange not being currently
                  foreseen or contemplated), we will not transfer or exchange
                  any of the Privately Offered Certificates unless:

                           (A) (1) the sale is to an Eligible Purchaser (as
                  defined below), (2) if required by the Pooling and Servicing
                  Agreement (as defined below) a letter to substantially the
                  same effect as either this letter or, if the Eligible
                  Purchaser is a Qualified Institutional Buyer as defined under
                  Rule 144A of the Act, the Rule 144A and Related Matters
                  Certificate in the form attached to the Pooling and Servicing
                  Agreement (as defined below) (or such other documentation as
                  may be acceptable to the Trustee) is executed promptly by the
                  purchaser and delivered to the addressees hereof and (3) all
                  offers or solicitations in connection with the sale, whether
                  directly or through any agent acting on our behalf, are
                  limited only to Eligible Purchasers and are not made by means
                  of any form of general solicitation or general advertising
                  whatsoever; and

                           (B) if the Privately Offered Certificate is not
                  registered under the Act (as to which we acknowledge you have
                  no obligation), the Privately Offered Certificate is sold in a
                  transaction that does not require registration under the Act
                  and any applicable state securities or "blue sky" laws and, if
                  LaSalle Bank National Association (the "Trustee") so requests,
                  a satisfactory Opinion of Counsel is furnished to such effect,
                  which Opinion of Counsel shall be an expense of the transferor
                  or the transferee;

         (vii)    we agree to be bound by all of the terms (including those
                  relating to restrictions on transfer) of the Pooling and
                  Servicing, pursuant to which the Trust was formed; we have
                  reviewed carefully and understand the terms of the Pooling and
                  Servicing Agreement;

         (viii)   we either: (i) are not acquiring the Privately Offered
                  Certificate directly or indirectly by, or on behalf of, an
                  employee benefit plan or other retirement arrangement which is
                  subject to Title I of the Employee Retirement Income Security
                  Act of 1974, as amended, and/or section 4975 of the Internal
                  Revenue Code of 1986, as amended, or (ii) in the case of the
                  Privately Offered Certificates, have provided the Opinion of
                  Counsel required by the Agreement.

         (ix)     We understand that each of the Privately Offered Certificates
                  bears, and will continue to bear, a legend to substantiate the
                  following effect: THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
                  BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
                  (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS.
                  THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
                  THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR
                  OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES
                  ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
                  144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
                  THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
                  BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING
                  FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A
                  QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
                  REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
                  RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM
                  REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
                  AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN "INSTITUTIONAL
                  ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE
                  501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT OR
                  ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
                  PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE
                  SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A
                  LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND
                  (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE
                  ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR
                  TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
                  APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL
                  APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER
                  APPLICABLE JURISDICTION.

                  IN THE CASE OF THE CLASS B-1 CERTIFICATES: THIS CERTIFICATE
                  MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, ON BEHALF OF,
                  AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH
                  IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
                  SECURITY ACT OF 1974, AS AMENDED, AND/OR SECTION 4975 OF THE
                  INTERNAL REVENUE CODE OF 1986, AS AMENDED OR A PERSON ACTING
                  ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
                  PLAN, UNLESS THE TRANSFEREE CERTIFIES OR REPRESENTS THAT THE
                  PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE AND THE
                  SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND ITS
                  ASSETS: (I) IS IN RELIANCE ON THE UNDERWRITER EXEMPTION, AND
                  THAT IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE
                  AVAILABILITY OF THE EXEMPTION, INCLUDING THAT THE CERTIFICATE
                  MUST BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN "BBB-"
                  (OR ITS EQUIVALENT) BY STANDARD & POOR'S, A DIVISION OF THE
                  MCGRAW HILL COMPANIES, INC., FITCH RATINGS OR MOODY'S
                  INVESTORS SERVICE, INC., AND THE CERTIFICATE IS SO RATED OR
                  (II)(A) IT IS AN INSURANCE COMPANY, (B) THE SOURCE OF FUNDS
                  USED TO ACQUIRE OR HOLD THE CERTIFICATE OR INTEREST THEREIN IS
                  AN "INSURANCE COMPANY GENERAL ACCOUNT," AS SUCH TERM IS
                  DEFINED IN PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND
                  (3) THE CONDITIONS IN SECTIONS I AND III OF PROHIBITED
                  TRANSACTION CLASS EXEMPTION 95-60 HAVE BEEN SATISFIED. [In the
                  case of the Class [I-P][II-P] Certificates and Class
                  [I-CE][II-CE] Certificates]: NO TRANSFER OF THIS CERTIFICATE
                  MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES
                  EITHER A CERTIFICATION PURSUANT TO SECTION 7.02(B) OF THE
                  AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE
                  THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE
                  PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR
                  RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION
                  406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
                  AMENDED ("ERISA") OR SECTION 4975 OF THE CODE AND WILL NOT
                  SUBJECT THE TRUSTEE, MASTER SERVICER OR THE DEPOSITOR TO ANY
                  OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
                  AGREEMENT.

         "Eligible Purchaser" means a corporation, partnership or other entity
which we have reasonable grounds to believe and do believe (i) can make
representations with respect to itself to substantially the same effect as the
representations set forth herein, and (ii) is either a Qualified Institutional
Buyer as defined under Rule 144A of the Act or an institutional "Accredited
Investor" as defined under Rule 501 of the Act.

         Terms not otherwise defined herein shall have the meanings assigned to
them in the Pooling and Servicing Agreement, dated as of ____ 1, 200__, among
Bear Stearns Asset Backed Securities I LLC, as depositor, EMC Mortgage
Corporation, as sponsor and as master servicer and LaSalle Bank National
Association, as Trustee (the "Pooling and Servicing Agreement').

         If the Purchaser proposes that its Certificates be registered in the
name of a nominee on its behalf, the Purchaser has identified such nominee
below, and has caused such nominee to complete the Nominee Acknowledgment at the
end of this letter.

Name of Nominee (if any): __________________________


<PAGE>


         IN WITNESS WHEREOF, this document has been executed by the undersigned
who is duly authorized to do so on behalf of the undersigned Eligible Purchaser
on the ___ day of ________, 20___.

                                       Very truly yours,

                                       [PURCHASER]



                                       By:
                                           -------------------------------------
                                           (Authorized Officer)

                                       By:
                                           -------------------------------------
                                           (Attorney-in-fact)


<PAGE>


                             Nominee Acknowledgment

         The undersigned hereby acknowledges and agrees that as to the
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Purchaser identified above, for whom the undersigned is acting
as nominee.

                                       [NAME OF NOMINEE]


                                       By:
                                           -------------------------------------
                                           (Authorized Officer)

                                       By:
                                           -------------------------------------
                                           (Attorney-in-fact)


<PAGE>


                                    EXHIBIT G

                FORM OF RULE 144A AND RELATED MATTERS CERTIFICATE

[SELLER]

Bear Stearns Asset Backed Securities I LLC
383 Madison Avenue
New York, New York 10179

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

         Re:      Bear Stearns Asset Backed Securities I Trust 200__-___,
                  Asset-Backed Certificates, Series 200__-___ (the
                  "Certificates"), including the Class Certificates (the
                  "Privately Offered Certificates")
                  -------------------------------------------------------

Dear Ladies and Gentlemen:

         In connection with our purchase of Privately Offered Certificates, the
undersigned certifies to each of the parties to whom this letter is addressed
that it is a qualified institutional buyer (as defined in Rule 144A under the
Securities Act of 1933, as amended (the "Act")) as follows:

1. It owned and/or invested on a discretionary basis eligible securities
(excluding affiliate's securities, bank deposit notes and CD's, loan
participations, repurchase agreements, securities owned but subject to a
repurchase agreement and swaps), as described below:

         Date: ______________, 20__ (must be on or after the close of its most
                                     recent fiscal year)

         Amount: $ _____________________; and

2. The dollar amount set forth above is:

         a.       greater than $100 million and the undersigned is one of the
                  following entities:

                  (1)      [ ]      an insurance company as defined in Section
                                    2(13) of the Act(1); or

                  (2)      [ ]      an investment company registered under the
                                    Investment Company Act or any business
                                    development company as defined in Section
                                    2(a)(48) of the Investment Company Act of
                                    1940; or

                  (3)      [ ]      a Small Business Investment Company licensed
                                    by the U.S. Small Business Administration
                                    under Section 301(c) or (d) of the Small
                                    Business Investment Act of 1958; or

                  (4)      [ ]      a plan (i) established and maintained by a
                                    state, its political subdivisions, or any
                                    agency or instrumentality of a state or its
                                    political subdivisions, the laws of which
                                    permit the purchase of securities of this
                                    type, for the benefit of its employees and
                                    (ii) the governing investment guidelines of
                                    which permit the purchase of securities of
                                    this type; or

                  (5)      [ ]      a business development company as defined in
                                    Section 202(a)(22) of the Investment
                                    Advisers Act of 1940; or

                  (6)      [ ]      a corporation (other than a U.S. bank,
                                    savings and loan association or equivalent
                                    foreign institution), partnership,
                                    Massachusetts or similar business trust, or
                                    an organization described in Section
                                    501(c)(3) of the Internal Revenue Code; or

                  (7)      [ ]      a U.S. bank, savings and loan association or
                                    equivalent foreign institution, which has an
                                    audited net worth of at least $25 million as
                                    demonstrated in its latest annual financial
                                    statements; or

                  (8)      [ ]      an investment adviser registered under the
                                    Investment Advisers Act; or

         b.       [ ]      greater than $10 million, and the undersigned is a
                           broker-dealer registered with the SEC; or

         c.       [ ]      less than $10 million, and the undersigned is a
                           broker-dealer registered with the SEC and will only
                           purchase Rule 144A securities in transactions in
                           which it acts as a riskless principal (as defined in
                           Rule 144A); or

         d.       [ ]      less than $100 million, and the undersigned is an
                           investment company registered under the Investment
                           Company Act of 1940, which, together with one or more
                           registered investment companies having the same or an
                           affiliated investment adviser, owns at least $100
                           million of eligible securities; or

         e.       [ ]      less than $100 million, and the undersigned is an
                           entity, all the equity owners of which are qualified
                           institutional buyers.

         The undersigned further certifies that it is purchasing a Privately
Offered Certificate for its own account or for the account of others that
independently qualify as "Qualified Institutional Buyers" as defined in Rule
144A. It is aware that the sale of the Privately Offered Certificates is being
made in reliance on its continued compliance with Rule 144A. It is aware that
the transferor may rely on the exemption from the provisions of Section 5 of the
Act provided by Rule 144A. The undersigned understands that the Privately
Offered Certificates may be resold, pledged or transferred only to (i) a person
reasonably believed to be a Qualified Institutional Buyer that purchases for its
own account or for the account of a Qualified Institutional Buyer to whom notice
is given that the resale, pledge or transfer is being made in reliance in Rule
144A, or (ii) an institutional "accredited investor," as such term is defined
under Rule 501 of the Act in a transaction that otherwise does not constitute a
public offering.

         The undersigned agrees that if at some future time it wishes to dispose
of or exchange any of the Privately Offered Certificates, it will not transfer
or exchange any of the Privately Offered Certificates to a Qualified
Institutional Buyer without first obtaining a Rule 144A and Related Matters
Certificate in the form hereof from the transferee and delivering such
certificate to the addressees hereof. Prior to making any transfer of Privately
Offered Certificates, if the proposed Transferee is an institutional "accredited
investor," the transferor shall obtain from the transferee and deliver to the
addressees hereof an Investment Letter in the form attached to the Pooling and
Servicing Agreement, dated as of ____ 1, 200__, among Bear Stearns Asset Backed
Securities I LLC, as depositor, EMC Mortgage Corporation, as sponsor and as
master servicer and LaSalle Bank National Association, as Trustee, pursuant to
which the Certificates were issued.

         The undersigned certifies that it either: (i) is not acquiring the
Privately Offered Certificate directly or indirectly by, or on behalf of, an
employee benefit plan or other retirement arrangement which is subject to Title
I of the Employee Retirement Income Security Act of 1974, as amended, and/or
section 4975 of the Internal Revenue Code of 1986, as amended, or (ii) in the
case of the Privately Offered Certificates, has provided the Opinion of Counsel
required by the Agreement.

         If the Purchaser proposes that its Certificates be registered in the
name of a nominee on its behalf, the Purchaser has identified such nominee
below, and has caused such nominee to complete the Nominee Acknowledgment at the
end of this letter.

Name of Nominee (if any): _______________________________________


<PAGE>


IN WITNESS WHEREOF, this document has been executed by the undersigned who is
duly authorized to do so on behalf of the undersigned Eligible Purchaser on the
____ day of ___________, 20___.

                                       Very truly yours,

                                       [PURCHASER]


                                       By:
                                           -------------------------------------
                                           (Authorized Officer)

                                       By:
                                           -------------------------------------
                                           (Attorney-in-fact)


<PAGE>


                             Nominee Acknowledgment

         The undersigned hereby acknowledges and agrees that as to the
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Purchaser identified above, for whom the undersigned is acting
as nominee.

                                       [NAME OF NOMINEE]


                                       By:
                                           -------------------------------------
                                           (Authorized Officer)

                                       By:
                                           -------------------------------------
                                           (Attorney-in-fact)


<PAGE>


                                    EXHIBIT H

                           FORM OF REQUEST FOR RELEASE

To:      LaSalle Bank National Association
         135 South LaSalle Street, Suite 1625
         Chicago, Illinois 60603

         RE:      Pooling and Servicing Agreement, dated as of ____ 1, 200__,
                  among Bear Stearns Asset Backed Securities I LLC, as
                  Depositor, EMC Mortgage Corporation, as sponsor and as master
                  servicer and LaSalle Bank National Association, as Trustee
                  -------------------------------------------------------------

         In connection with the administration of the Mortgage Loans held by you
pursuant to the above-captioned Pooling and Servicing Agreement, we request the
release, and hereby acknowledge receipt, of the Mortgage File for the Mortgage
Loan described below, for the reason indicated.

Mortgagor's Name, Address & Zip Code:

Mortgage Loan Number:

Reason for Requesting Documents (check one):

_____    1.       Mortgage Loan paid in full. ([The Master Servicer] [The
                  Trustee] hereby certifies that all amounts received in
                  connection therewith have been credited to
                  __________________________.)

_____    2.       Mortgage Loan in foreclosure.

_____    3.       Repurchase. (The [Master Servicer] [Trustee] hereby certifies
                  that the repurchase price has been credited to
                  ________________________.)

_____    4.       A Mortgage Loan liquidated by _________________________. ([The
                  Master Servicer] [The Trustee] hereby certifies that all
                  proceeds of the foreclosure, insurance, condemnation or other
                  liquidation have been finally received and credited to
                  ______________________.)

_____    5.       Other (explain)

                                       By:
                                           -------------------------------------
                                                     (authorized signer)

                                       Issuer:
                                               ---------------------------------

                                       Address:
                                                --------------------------------

                                       Date:
                                             -----------------------------------


<PAGE>


                                    EXHIBIT I

                          DTC Letter of Representations

                             [Provided Upon Request]


<PAGE>


                                    EXHIBIT J

                   Schedule of Mortgage Loans with Lost Notes

                             [Provided Upon Request]


<PAGE>


                                    EXHIBIT K

                           FORM OF CUSTODIAL AGREEMENT

         THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of _______ __, 20__, by and among LASALLE BANK
NATIONAL ASSOCIATION, not individually but solely as trustee under the Pooling
and Servicing Agreement defined below (including its successors under the
Pooling and Servicing Agreement defined below, in that capacity, the "Trustee")
and as custodian (together with any successor in interest or any successor
appointed hereunder, in that capacity, the "Custodian"), BEAR STEARNS ASSET
BACKED SECURITIES I LLC, as depositor (together with any successor in interest,
the "Depositor") EMC MORTGAGE CORPORATION, as sponsor ("EMC" and "Sponsor") and
as master servicer (together with any successor in interest or successor under
the Pooling and Servicing Agreement referred to below, the "Master Servicer")
and Master Funding LLC, as sponsor ("Master Funding", and together with EMC, the
"Sellers").

                                WITNESSETH THAT:

         WHEREAS, the Depositor, EMC, the Master Servicer and the Trustee have
entered into a Pooling and Servicing Agreement, dated as of January 1, 2006,
relating to the issuance of Bear Stearns Asset Backed Securities I Trust
20__-___, Asset-Backed Certificates, Series 20__-___ (as in effect on the date
of this Agreement, the "Original Pooling and Servicing Agreement," and as
amended and supplemented from time to time, the "Pooling and Servicing
Agreement"); and all custodian obligations are defined herein. In the event any
custodian obligations are defined in the Pooling and Servicing Agreement, this
custodial agreement shall supercede.

         WHEREAS, the Custodian has agreed to act as agent for the Trustee on
behalf of the Certificateholders for the purposes of receiving and holding
certain documents and other instruments delivered by the Depositor, the Sellers
or the Master Servicer under the Pooling and Servicing Agreement and the
Servicers, if any, under their respective Servicing Agreements, all upon the
terms and conditions and subject to the limitations hereinafter set forth;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trustee, the Depositor, the
Sellers, the Master Servicer and the Custodian hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

         Section 1.1 Definitions. For the purposes of this Agreement, the
following terms shall have the indicated meanings unless the context or use
indicates another or different meaning and intent, the definitions of such terms
are equally applicable to the singular and the plural forms of such terms, the
words "herein," "hereof" and "hereunder" and other words of similar import refer
to this Agreement as a whole and not to any particular section or other
subdivision, and section references refer to sections of this Agreement.

         "Business Day" shall mean any day other than (i) a Saturday or a
Sunday, or (ii) a day on which banking institutions in The City of New York, New
York, Chicago, Illinois, Minneapolis, Minnesota or the city in which the
Corporate Trust Office of the Trustee or the principal office of the Master
Servicer is located are authorized or obligated by law or executive order to be
closed.

         "Closing Date" shall mean _______ __, 20__.

         "MERS" shall mean Mortgage Electronic Registration Systems, Inc., a
corporation organized and existing under the ---- laws of the State of Delaware,
or any successor thereto.

         "MERS Mortgage Loan" shall mean any Mortgage Loan registered with MERS
on the MERS(R) system.

         "MERS(R) System" shall mean the system of recording transfers of
Mortgages electronically maintained by MERS.

         "MIN" shall mean the Mortgage Identification Number for Mortgage Loans
registered with MERS on the MERS System.

         "MOM Loan" shall mean with respect to any Mortgage Loan, MERS acting as
the mortgagee of such Mortgage Loan, solely as nominee for the originator of
such Mortgage Loan and its successors and assigns, at the origination thereof.

         "Mortgage" shall mean the mortgage, deed of trust or other instrument
creating a first or second lien on or first or second priority ownership
interest in an estate in fee simple in real property securing a Mortgage Note.

         "Mortgage Assignment" shall mean an assignment of the Mortgage in
recordable form, sufficient under the laws of the jurisdiction wherein the
related Mortgaged Property is located to reflect the sale of the Mortgage.

         "Mortgage File" shall have the meaning set forth in Section 2 hereof.

         "Mortgage Loan" shall mean a first or subordinate lien mortgage loan on
a one-to-four family residential property.

         "Mortgage Loan Schedule" shall mean the electronic schedule of Mortgage
Loans identified in Schedule A.

         "Mortgaged Property" shall mean the real property securing repayment of
a Mortgage Loan.

         "Mortgagor" shall mean the obligor on a Mortgage Note.

         "Note" shall mean any promissory note or other evidence of indebtedness
evidencing the indebtedness of a Mortgagor under a Mortgage Loan.

         "Servicer" shall mean the related servicer of the Mortgage Loans as
designated by Owner.

         Any Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned in the Original Pooling and Servicing
Agreement, unless otherwise required by the context herein.

                                   ARTICLE II
                          CUSTODY OF MORTGAGE DOCUMENTS

         Section 2.1 Custodian to Act as Agent: Acceptance of Mortgage Files.
The Custodian, as the duly appointed custodial agent of the Trustee for these
purposes, acknowledges (subject to any exceptions noted in the Initial
Certification referred to in Section 2.3(a)) receipt of the Mortgage Files
relating to the Mortgage Loans identified on the Schedule attached hereto (the
"Mortgage Loan Schedule") and declares that it holds and will hold such Mortgage
Files as agent for the Trustee, in trust, for the use and benefit of all present
and future Certificateholders.

         Section 2.2 Recordation of Assignments. If any Mortgage File includes
one or more assignments of Mortgage that have not been recorded and the related
Mortgage Loan is not a MERS Loan or the Custodian has not received written
instructions from the related Seller or the Trustee that the related Mortgaged
Properties are located in jurisdictions under the laws of which the recordation
of such assignment is not necessary to protect the Trustee's interest therein,
each such assignment shall be delivered by the Custodian to the related Seller
for the purpose of recording it in the appropriate public office for real
property records, and the Sellers, at no expense to the Custodian, shall
promptly cause to be recorded in the appropriate public office for real property
records each such assignment of Mortgage and, upon receipt thereof from such
public office, shall return each such assignment of Mortgage to the Custodian.

         Section 2.3 Review of Mortgage Files.

         (a) The documents set forth in the definition "Mortgage File" herein
shall be delivered and released to the Custodian relating to each of the
Mortgage Loans to be purchased on a Closing Date. The related Mortgage Loans
shall be identified in the Mortgage Loan Schedule in electronic format which
shall be delivered to the Custodian at least two Business Days prior to each
Closing Date. On or prior to the Closing Date, the Custodian shall deliver to
EMC and the Trustee an Initial Certification in the form annexed hereto as
Exhibit One evidencing receipt (subject to any exceptions noted therein) of a
Mortgage File for each of the Mortgage Loans listed on Schedule A attached
hereto (the "Mortgage Loan Schedule").

         (b) Within 90 days thereafter, the Custodian agrees, for the benefit of
Certificateholders, to review each such document, and shall deliver to EMC, the
Master Servicer and the Trustee an Interim Certification in the form annexed
hereto as Exhibit Two to the effect that all such documents have been executed
and received and that such documents relate to the Mortgage Loans identified on
the Mortgage Loan Schedule, except for any exceptions listed on Schedule A
attached to such Interim Certification. The Custodian shall be under no duty or
obligation to inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine,
enforceable, or appropriate for the represented purpose or that they have
actually been recorded or that they are other than what they purport to be on
their face.

         (c) Not later than 180 days after the Closing Date, the Custodian shall
review, for the benefit of Certificateholders, the Mortgage Files and deliver to
EMC, the Master Servicer and the Trustee a Final Certification in the form
annexed hereto as Exhibit Three evidencing whether each document required to be
recorded has been returned from the recording office with evidence of recording
thereon and the Custodian has received either an original or a copy thereof. If
the Custodian finds any document missing, or to be unrelated, determined on the
basis of the mortgagor name, original principal balance and loan number, to the
mortgage loans identified on the Mortgage Loan Schedule or to appear defective
on its face, the Custodian shall note such defect in the exception report
attached to the Final Certification and shall promptly notify the Trustee.

         (d) In reviewing the Mortgage Files as provided herein, the Custodian
shall make no representation as to and shall not be responsible to verify (i)
the validity, legality, enforceability, due authorization, recordability,
sufficiency or genuineness of any of the documents included in any Mortgage File
or (ii) the collectibility, insurability, effectiveness or suitability of any of
the documents in any Mortgage File.

         In performing any such review, the Custodian may conclusively rely on
the purported due execution and genuineness of any such document and on the
purported genuineness of any signature thereon.

         Upon receipt of written request from the Trustee, the Custodian shall
as soon as practicable supply the Trustee with a list of all of the documents
relating to the Mortgage Loans missing from the Mortgage Files.

         Section 2.4 Custodian to Cooperate: Release of Mortgage Files. Upon
receipt of written notice per Exhibit Four or Electronic Release Request per
Exhibit Five from the Trustee that EMC has repurchased a Mortgage Loan pursuant
to Article II of the Pooling and Servicing Agreement, and a request for release
(a "Request for Release") confirming that the purchase price therefore has been
paid as required under the Pooling and Servicing Agreement, then the Custodian
agrees to promptly release to EMC the related Mortgage File.

         Upon the Custodian's receipt of a Request for Release substantially in
the form of Exhibit Four or Three attached hereto or Electronic Release Request
per Exhibit Five, stating that it has received payment in full of a Mortgage
Loan or that payment in full will be escrowed in a manner customary for such
purposes, the Custodian agrees promptly to release to the Master Servicer, the
related Mortgage File. The Depositor shall deliver to the Custodian and the
Custodian agrees to review in accordance with the provisions of the Custodial
Agreement the Mortgage Note and other documents constituting the Mortgage File
with respect to any Replacement Mortgage Loan.

         From time to time as is appropriate for the servicing or foreclosure of
any Mortgage Loan, the Master Servicer shall deliver to the Custodian a Request
for Release per Exhibit Four or Electronic Release Request per Exhibit Five
requesting that possession of all of the Mortgage File be released to the Master
Servicer and certifying as to the reason for such release. Upon receipt of the
foregoing, the Custodian shall deliver the Mortgage File to the Master Servicer.
The Master Servicer shall cause each Mortgage File or any document therein so
released to be returned to the Custodian when the need therefore by the Master
Servicer no longer exists, unless (i) the Mortgage Loan has been liquidated, or
(ii) the Mortgage File or such document has been delivered to an attorney, or to
a public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property.

         Section 2.5 Assumption Agreements. In the event that any assumption
agreement, substitution of liability agreement or sale of servicing agreement is
entered into with respect to any Mortgage Loan subject to this Agreement, the
Master Servicer shall notify the Custodian that such assumption or substitution
agreement has been completed by forwarding to the Custodian the original of such
assumption or substitution agreement, which shall be added to the related
Mortgage File and, for all purposes, shall be considered a part of such Mortgage
File to the same extent as all other documents and instruments constituting
parts thereof.

                                   ARTICLE III
                            CONCERNING THE CUSTODIAN

         Section 3.1 Custodian a Bailee and Agent of the Trustee. With respect
to each Mortgage Note, Mortgage and other documents constituting each Mortgage
File which are delivered to the Custodian, the Custodian is exclusively the
bailee and custodial agent of the Trustee and has no instructions to hold any
Mortgage Note or Mortgage for the benefit of any person other than the Trustee
and the Certificateholders and undertakes to perform such duties and only such
duties as are specifically set forth in this Agreement. Except upon compliance
with the provisions of Section 2.4 of this Agreement, no Mortgage Note, Mortgage
or Mortgage File shall be delivered by the Custodian to the Sellers, the
Depositor or the Master Servicer or otherwise released from the possession of
the Custodian.

         Section 3.2 Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of interests in
the Mortgage Loans with the same rights it would have if it were not Custodian.

         Section 3.3 Trustee to Pay Custodian's Fees. The Trustee covenants and
agrees to pay to the Custodian from time to time, and the Custodian shall be
entitled to, reasonable compensation for all services rendered by it in the
exercise and performance of any of the powers and duties hereunder of the
Custodian.

         Section 3.4 Custodian May Resign; Trustee May Remove Custodian. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such written notice of resignation, the Trustee shall
either take custody of the Mortgage Files itself and give prompt written notice
thereof to the Depositor, the Master Servicer and the Custodian, or promptly
appoint a successor Custodian by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning Custodian and one copy to
the successor Custodian. If the Trustee shall not have taken custody of the
Mortgage Files and no successor Custodian shall have been so appointed and have
accepted appointment within 30 days after the giving of such written notice of
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.

         The Trustee may remove the Custodian at any time upon 60 days prior
written notice to Custodian. In such event, the Trustee shall appoint, or
petition a court of competent jurisdiction to appoint, a successor Custodian
hereunder. Any successor Custodian shall be a depository institution subject to
supervision or examination by federal or state authority shall be able to
satisfy the other requirements contained in Section 3.7 and shall be
unaffiliated with the Master Servicer and the Depositor.

         Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.4 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Depositor and the Master Servicer of the
appointment of any successor Custodian. Notwithstanding anything to the contrary
set forth herein, no successor Custodian shall be appointed by the Trustee
without the prior approval of the Depositor and the Master Servicer.

         Section 3.5 Merger or Consolidation of Custodian. Any Person into which
the Custodian may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which
the Custodian shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.

         Section 3.6 Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $15,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.

         Section 3.7 Limitation on Liability. Neither the Custodian nor any of
its directors, officers, agents or employees, shall be liable for any action
taken or omitted to be taken by it or them hereunder or in connection herewith
in good faith and believed (which belief may be based upon the opinion or advice
of counsel selected by it in the exercise of reasonable care) by it or them to
be within the purview of this Agreement, except for its or their own negligence,
lack of good faith or willful misconduct. The Custodian and any director,
officer, employee or agent of the Custodian may rely in good faith on any
document of any kind prima facie properly executed and submitted by any person
respecting any matters arising hereunder. In no event shall the Custodian or its
directors, officers, agents and employees be held liable for any special,
indirect or consequential damages resulting from any action taken or omitted to
be taken by it or them hereunder or in connection herewith even if advised of
the possibility of such damages.

         Notwithstanding anything herein to the contrary, the Custodian agrees
to indemnify the Trust Fund, the Trustee and each of their respective officers,
directors and agents for any and all liabilities, obligations, losses, damages,
payments, costs or expenses of any kind whatsoever that may be imposed on,
incurred by or asserted against the Trustee or Trust Fund, due to any negligent
performance by the Custodian of its duties and responsibilities under this
Agreement; provided, however, that the Custodian shall not be liable to any of
the foregoing Persons for any amount and any portion of any such amount
resulting from the willful misfeasance, bad faith or negligence of such person,
and the Custodian's reliance on instructions from the Trustee or the Master
Servicer. The provisions of this Section 3.7 shall survive the termination of
this Custodial Agreement.

         The Custodian and its directors, officers, employees and agents shall
be entitled to indemnification and defense from the Trust Fund for any loss,
liability or expense incurred without negligence, willful misconduct, bad faith
on their part, arising out of, or in connection with, the acceptance or
administration of the custodial arrangement created hereunder, including the
costs and expenses of defending themselves against any claim or liability in
connection with the exercise or performance of any of their powers or duties
hereunder.

         Section 3.8 Limitation of Duties. The Custodian in its capacity as
such:

         (a) in the course of its review of the Mortgage Files, shall not be
required to make determinations (1) of a legal nature or (2) as to the authority
of any officer or agent of the Master Servicer, Trustee or other entity who has
executed (or certified with respect to) any document which is part of the
Mortgage File;

         (b) shall have no duties or obligations other than those specifically
set forth herein or as may subsequently be agreed upon in writing by the parties
hereto and shall use the same degree of care and skill as is reasonably expected
of financial institutions acting in comparable capacities;

         (c) will be regarded as making no representations and having no
responsibilities as to the validity, sufficiency, value, genuineness, ownership
or transferability of any Mortgage Loans and will not be required to and will
not make any representations as to the validity, value or genuineness of the
Mortgage Loans;

         (d) shall not be obligated to take any legal action hereunder which
might in its judgment involve any expense or liability unless it has been
furnished with reasonable indemnity;

         (e) may rely on and shall be protected in acting upon any certificate,
instrument, opinion, notice, letter, telegram or other document, or any
security, delivered to it and reasonably believed by it to be genuine and to
have been signed by the Master Servicer or the Trustee;

         (f) may rely on and shall be protected in acting upon the written
instructions of the Master Servicer or the Trustee and such employees and
representatives of the Master Servicer and the Trustee, as applicable, may
hereinafter designate in writing;

         (g) may consult counsel satisfactory to it (including counsel for the
Trustee or the Master Servicer) and the opinion of such counsel shall be full
and complete authorization and protection in respect of any action taken,
suffered, or omitted by it hereunder in good faith and in accordance with the
opinion of such counsel (provided that the fees of such counsel in connection
with such consultation and opinion shall be paid by the Custodian); and

         (h) shall not be liable for any error of judgment, or for any act done
or step taken or omitted by it, in good faith, or for any mistake of fact or
law, or for anything which it may do or refrain from doing in connection
therewith, except in the case of a breach of any of the Custodian's obligations
hereunder, negligence or willful misconduct.

         The Custodian shall be held to the same standard of conduct, and shall
be entitled to the same protections, privileges and immunities as other
custodians acting in a custodial capacity are generally afforded.

         No covenant or agreement contained herein shall be deemed to be the
covenant or agreement of any member of the Board of Directors, or any director,
officer, agent, employee or representative of the Trustee, Master Servicer or
the Custodian in his or her individual capacity and none of such persons shall
be subject to any personal liability or accountability by reason of the
execution of this Agreement, whether by virtue of any constitution, statute or
rule of law or by the enforcement of any assessment or penalty, or otherwise.

                                   ARTICLE IV
                            MISCELLANEOUS PROVISIONS

         Section 4.1 Notices. All notices, requests, consents and demands and
other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.

         Section 4.2 Amendments. No modification or amendment of or supplement
to this Agreement shall be valid or effective unless the same is in writing and
signed by all parties hereto. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling and Servicing Agreement
and furnish the Custodian with written copies thereof.

         Section 4.3 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW.

         Section 4.4 Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Depositor and at the Trust's expense, but
only upon direction accompanied by an Opinion of Counsel reasonably satisfactory
to the Depositor to the effect that the failure to effect such recordation is
likely to materially and adversely affect the interests of the
Certificateholders.

         For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

         Section 4.5 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.

                            [Signature Page Attached]


<PAGE>


                  IN WITNESS WHEREOF, this Agreement is executed as of the date
first above written.


Address:                                  LASALLE BANK NATIONAL ASSOCIATION,
                                          not individually but solely as Trustee
135 South LaSalle Street
Chicago, IL 60603
                                          By:___________________________________
Attention:  BSABS I 20__-___              Name:
                                          Title:

                                          LASALLE BANK NATIONAL ASSOCIATION, as
Address:                                  Custodian

2571 Busse Rd., Suite 200                 By:___________________________________
Elk Grove Village, IL 60007               Name:
                                          Title:


                                          BEAR STEARNS ASSET BACKED SECURITIES I
Address:                                  LLC

383 Madison Avenue                        By:___________________________________
New York, New York 10179                  Name:
                                          Title:

Address:                                  EMC MORTGAGE CORPORATION

909 Hidden Ridge Drive, Suite 200
Irving, Texas 75038                       By:___________________________________
                                          Name:
                                          Title:

Address:                                  MASTER FUNDING LLC

909 Hidden Ridge Drive, Suite 200
Irving, Texas 75038                       By:___________________________________
                                          Name:
                                          Title:


<PAGE>


STATE OF ILLINOIS  )
                   )    ss.:
COUNTY OF COOK     )

         On the __th day of _______ 20__ before me, a notary public in and for
said State, personally appeared ______________, known to me to be a(n)
_________________ of LaSalle Bank National Association, one of the parties that
executed the within agreement, and also known to me to be the person who
executed the within agreement on behalf of said party and acknowledged to me
that such party executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                       -----------------------------------------
                                           Notary Public
 [SEAL]


<PAGE>


STATE OF ILLINOIS      )
                       ) ss.:
COUNTY OF___________   )

         On the __th day of _______ 20__ before me, a notary public in and for
said State, personally appeared _________________, known to me to be a(n)
_________________of LaSalle Bank National Association, one of the parties that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said party, and acknowledged to me that such party
executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                       -----------------------------------------
                                           Notary Public
 [Notarial Seal]


<PAGE>



STATE OF NEW YORK    )
                     )    ss.:
COUNTY OF NEW YORK   )


         On the __th day of _______ 20__ before me, a notary public in and for
said State, personally appeared __________________, known to me to be a(n)
________________ of Bear Stearns Asset Backed Securities I LLC, and also known
to me to be the person who executed the within instrument on behalf of said
party, and acknowledged to me that such party executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                       -----------------------------------------
                                           Notary Public
 [SEAL]



<PAGE>


STATE OF TEXAS     )
                   ) ss.:
COUNTY OF DALLAS   )


         On the __th day of _______ 20__ before me, a notary public in and for
said State, personally appeared ____________________, known to me to be a(n)
____________________ of EMC Mortgage Corporation, one of the parties that
executed the within instrument, and also known to me to be the person who
executed the within instrument on behalf of said party, and acknowledged to me
that such party executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                       -----------------------------------------
                                           Notary Public
 [Notarial Seal]


<PAGE>


STATE OF TEXAS     )
                   )  ss.:
COUNTY OF DALLAS   )


         On the __th day of _______ 20__ before me, a notary public in and for
said State, personally appeared _____________________, known to me to be a(n)
____________________ of Master Funding LLC, one of the parties that executed the
within instrument, and also known to me to be the person who executed the within
instrument on behalf of said party, and acknowledged to me that such party
executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                       -----------------------------------------
                                           Notary Public

 [Notarial Seal]


<PAGE>


                                   SCHEDULE A
                             (Provided upon request)


<PAGE>


                                   EXHIBIT ONE

                     FORM OF CUSTODIAN INITIAL CERTIFICATION

                                                       _______ __, 20__


LaSalle Bank National Association
135 South LaSalle Street
Chicago, IL 60603

EMC Mortgage Corporation
909 Hidden Ridge Drive, Suite 200
Irving, Texas 75038

Attention: Bear Stearns Asset Backed Securities I LLC, Series 20__-___

         Re:      Custodial Agreement, dated as of _______ __, 20__, by and
                  among LaSalle Bank National Association, Bear Stearns Asset
                  Backed Securities I LLC, EMC Mortgage Corporation and Master
                  Funding LLC, relating to Bear Stearns Asset Backed Securities
                  I Trust 20__-___, Asset-Backed Certificates, Series 20__-___
                  -------------------------------------------------------------

Ladies and Gentlemen:

         In accordance with Section 2.3(a) of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
the following documents with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto: (i) an original note, including any riders thereto, endorsed without
recourse to the order of LaSalle Bank National Association, as Trustee for
certificateholders of ___________________________ or payable to blank and
showing an unbroken chain of endorsements from the original payee thereof to the
person endorsing it to the Trustee; (ii) an original mortgage and, if the
related mortgage loan is a MERS Loan, registered with MERS, noting the presence
of the mortgage identification number and language indicating that such mortgage
loan is a MERS Loan, which shall have been recorded (or if the original is not
available, a copy) with evidence of such recording indicated thereon (or if
clause (x) in the proviso below applies, shall be in recordable form); (iii)
unless the mortgage loan is a MERS Loan, the assignment (either an original or a
copy, which may be in the form of a blanket assignment if permitted in the
jurisdiction in which the mortgage property is located) to the Trustee of the
mortgage with respect to each mortgage loan in the name of ____________________,
which shall have been recorded (of if clause (x) in the proviso below applies,
shall be in recordable form); (iv) an original or a copy of all intervening
assignments of the mortgage, if any, with evidence of recording thereon; (v) the
original policy of title insurance or mortgagee's certificate of title insurance
or commitment or binder for title insurance, if available, or a copy thereof,
or, in the event that such original title insurance policy is unavailable, a
photocopy thereof, or in lieu thereof, a current lien search on the related
mortgaged property; and (vi) originals or copies of all available assumption,
modification or substitution agreements, if any; provided, however, that in lieu
of the foregoing, the Sellers may deliver the following documents, under the
circumstances set forth below: (x) if any mortgage, assignment thereof to the
Trustee or intervening assignments thereof have been delivered or are being
delivered to recording offices for recording and have not been returned in time
to permit their delivery as specified above, the Depositor may deliver a true
copy thereof with a certification by the related Seller or the title company
issuing the commitment for title insurance, on the face of such copy,
substantially as follows: "Certified to be a true and correct copy of the
original, which has been transmitted for recording"; and (y) in lieu of the
mortgage notes relating to the mortgage loans identified in the list attached
hereto, the Depositor may deliver a lost note affidavit and indemnity and a copy
of the original note, if available.

         Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.

                        LASALLE BANK NATIONAL ASSOCIATION

                                         By:
                                             -----------------------------------
                                         Name:
                                         Title:

<PAGE>


                                   SCHEDULE A

                             (PROVIDED UPON REQUEST)

<PAGE>


                                   EXHIBIT TWO

                     FORM OF CUSTODIAN INTERIM CERTIFICATION

                                                                  [DATE]

LaSalle Bank National Association
135 South LaSalle Street
Chicago, IL 60603

EMC Mortgage Corporation
909 Hidden Ridge Drive, Suite 200
Irving, Texas 75038

Attention: Bear Stearns Asset Backed Securities I LLC, Series 20__-___

         Re:      Custodial Agreement, dated as of _______ __, 20__, by and
                  among LaSalle Bank National Association, Bear Stearns Asset
                  Backed Securities I LLC, EMC Mortgage Corporation and Master
                  Funding LLC, relating to Bear Stearns Asset Backed Securities
                  I Trust 20__-___, Asset-Backed Certificates, Series 20__-___
                  -------------------------------------------------------------

Ladies and Gentlemen:

         In accordance with Section 2.3(b) of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
and reviewed the documents described in its initial certification dated _______
__, 20__ and has determined that: all documents have been executed and received
and that such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached hereto.

         Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.

                                         LASALLE BANK NATIONAL ASSOCIATION


                                         By:
                                             -----------------------------------
                                         Name:
                                         Title:


<PAGE>


                                   SCHEDULE A

                             (PROVIDED UPON REQUEST)

<PAGE>


                                  EXHIBIT THREE

                      FORM OF CUSTODIAN FINAL CERTIFICATION

                                                                  [DATE]

LaSalle Bank National Association
135 South LaSalle Street
Chicago, IL 60603

EMC Mortgage Corporation
909 Hidden Ridge Drive, Suite 200
Irving, Texas 75038

Attention: Bear Stearns Asset Backed Securities I LLC, Series 20__-___

         Re:      Custodial Agreement, dated as of _______ __, 20__, by and
                  among LaSalle Bank National Association, Bear Stearns Asset
                  Backed Securities I LLC, EMC Mortgage Corporation and Master
                  Funding LLC, relating to Bear Stearns Asset Backed Securities
                  I Trust 20__-___, Asset-Backed Certificates, Series 20__-___
                  -------------------------------------------------------------

Ladies and Gentlemen:

         In accordance with Section 2.3(c) of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
and reviewed the documents described in its initial certification dated _______
__, 20__ and has determined that: all documents have been executed and received
and that such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached hereto.

         Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.

                                         LASALLE BANK NATIONAL ASSOCIATION


                                         By:
                                             -----------------------------------
                                         Name:
                                         Title:


<PAGE>


                                   SCHEDULE A

                             (PROVIDED UPON REQUEST)

<PAGE>


                                  EXHIBIT FOUR

              FORM OF REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT



To:      [Name/Address of Owner]


Attention:

         Re:      Custodial Agreement, dated as of _______ __, 20__, by and
                  among LaSalle Bank National Association, Bear Stearns Asset
                  Backed Securities I LLC, EMC Mortgage Corporation and Master
                  Funding LLC, relating to Bear Stearns Asset Backed Securities
                  I Trust 20__-___, Asset-Backed Certificates, Series 20__-___
                  -------------------------------------------------------------

         In connection with the Mortgage Files that you hold pursuant to the
Custodial Agreement, we request the release, and acknowledge receipt of the
Mortgage file/[specify document] for the Mortgage Loan described below, the
reason indicated.

Mortgagor's Name, Address and Zip Code:


Mortgage Loan Number:


Reason for Requesting Documents:  (check one)

         _____ 1. Mortgage Loan paid in full. ([The Master Servicer] [the
Trustee] hereby certifies that all amounts received in connection therewith have
been credited to _____________________________________________________________.)

         _____ 2.  Mortgage Loan in foreclosure.

         _____ 3. Repurchase. (The [Master Servicer] [Trustee] hereby certifies
that the repurchase price has been credited to __________________________.)

         _____ 4. Mortgage Loan liquidated by _________________________________.
([The Master Servicer] [The Trustee] hereby certifies that all proceeds of the
foreclosure, insurance, condemnation or other liquidation have been finally
received and credited to _____________________________________.

         _____ 5.  Other (explain):


<PAGE>


                                  EXHIBIT FIVE

                       ELECTRONIC RELEASE REQUEST (Excel)

--------------------------------------------------------------------------------
Collateral Release Tasks
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Required Field Header      Description
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
CUSTOMER                   Value can be constant of '1018'
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
POOLNUM                    pool number if available, can be left blank as well
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
LOANID                     EMC loan#, required field
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
LOC_CODE                   Codes must be mutually agreed upon with custodian.
                           Examples are PDPO= loans released for payoff, FORC =
                           loans released for foreclosure, OLIQ= loans released
                           for repurchase, NLIQ = loans released for
                           non-liquidation/correction.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
REL_CODE                   Codes must be mutually agreed upon with custodian.
                           Examples are 1 = payoff, 2 = foreclosure, 4 =
                           repurchase, 5 = non-liquidation.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
REL_DOCLIST                Can be left blank
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
NOTATION                   "Name of Person File Being Released To @ Company
                           Name" (i.e. Sharon Ayers@EMC)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
REQSTR                     Can be left blank
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
REQSTR_SIG                 Signatory code assigned to requestor, TBD
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
AMEND                      0 = new release request, 1= amend an existing
                           released record (ie. FORC to PDPO)
--------------------------------------------------------------------------------


<PAGE>


                                    EXHIBIT L

             FORM OF BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE

         This certificate is being delivered pursuant to Section 3.16 of the
Pooling and Servicing Agreement, dated as of January 1, 2006 (the "Agreement"),
among Bear Stearns Asset Backed Securities I LLC, as depositor (the
"Depositor"), EMC Mortgage Corporation as sponsor (in that capacity, the
"Sponsor") and as master servicer (in that capacity, the "Master Servicer") and
LaSalle Bank National Association as trustee (the "Trustee"). Capitalized terms
used herein and not otherwise defined have the meanings set forth in the
Agreement.

         I, [identify the certifying individual], on behalf of LaSalle Bank
National Association, as trustee (the "Trustee") certify that:

         1. I have reviewed the annual report on Form 10-K for the fiscal year
[___], and all reports on Form 8-K containing distribution or servicing reports
filed in respect of periods included in the year covered by that annual report,
of the trust (the "Trust") created pursuant to the Agreement; and

         2. Based on my knowledge, the distribution information in these reports
and any other information provided by the Trustee for inclusion in these
reports, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which the statements were made, not misleading
as of the last day of the period covered by that annual report.

                                          Date:
                                                --------------------------------

                                          [Signature]
                                          Name:
                                          Title:

<PAGE>


                                    EXHIBIT M

                    FORM OF MORTGAGE LOAN PURCHASE AGREEMENT

         MORTGAGE LOAN PURCHASE AGREEMENT, dated as of ____ [__], 200__, as
amended and supplemented by any and all amendments hereto (collectively, "this
Agreement"), by and among EMC MORTGAGE CORPORATION, a Delaware corporation (the
"Sponsor" or a "Mortgage Loan Seller"), MASTER FUNDING LLC, a Delaware limited
liability company (a "Mortgage Loan Seller" or "Master Funding", and together
with EMC, the "Mortgage Loan Sellers") and BEAR STEARNS ASSET BACKED SECURITIES
I LLC, a Delaware limited liability company (the "Purchaser").

         Upon the terms and subject to the conditions of this Agreement, each
Mortgage Loan Seller agrees to sell, and the Purchaser agrees to purchase,
certain conventional, closed-end, fixed rate and adjustable rate, first and
second lien mortgage loans secured by one- to four-family residences
(collectively, the "Mortgage Loans") as described herein. The Purchaser intends
to deposit the Mortgage Loans into a trust fund (the "Trust Fund") and create
Bear Stearns Asset-Backed Securities I Trust 200__-___, Asset-Backed
Certificates, Series 200__-___ (the "Certificates"), under a pooling and
servicing agreement, to be dated as of ____ 1, 200__ (the "Pooling and Servicing
Agreement"), among the Purchaser, as depositor, EMC as Sponsor and as master
servicer (the "Master Servicer") and LaSalle Bank National Association, as
trustee (the "Trustee").

         The Purchaser has filed with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-3 (Number 333-125422)
relating to its Asset-Backed Certificates and the offering of certain series
thereof (including certain classes of the Certificates) from time to time in
accordance with Rule 415 under the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder (the "Securities
Act"). Such registration statement, when it became effective under the
Securities Act, and the prospectus relating to the public offering of certain
classes of the Certificates by the Purchaser (the "Public Offering"), as each
may be amended or supplemented from time to time pursuant to the Securities Act
or otherwise, are referred to herein as the "Registration Statement" and the
"Prospectus," respectively. The "Prospectus Supplement" shall mean that
supplement, dated _________ __, 20[__], to the Prospectus, dated June 24, 2005,
relating to certain classes of the Certificates. With respect to the Public
Offering of certain classes of the Certificates, Bear, Stearns & Co. Inc. ("Bear
Stearns") and the Purchaser have entered into a terms agreement, dated as of
_________ __, 20[__], to an underwriting agreement, dated January 25, 2005
(together, the "Underwriting Agreement") between Bear Stearns and the Purchaser.

         Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties hereto agree as follows:

         SECTION 1. Definitions. Certain terms are defined herein. Capitalized
terms used herein but not defined herein shall have the meanings specified in
the Pooling and Servicing Agreement. The following other terms are defined as
follows:

         Acquisition Price: With respect to the Sponsor and the sale of the EMC
Mortgage Loans, cash in an amount equal to $ * (plus $ * in accrued interest)
and the retained certificates. With respect to Master Funding and the sale of
the Master Funding Mortgage Loans, cash in an amount equal to $ * (plus $ * in
accrued interest).

         Bear Stearns: Bear, Stearns & Co. Inc.

         Closing Date: ____ [__], 200__.

         Custodial Agreement: An agreement, dated as of ____ [__], 200__, among
the Depositor, EMC, Master Funding, the Master Servicer, the Trustee and the
Custodian.

         Cut-off Date: ____ 1, 200__.

         Cut-off Date Balance: Shall mean $[_________.__]1

         Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced by a
Replacement Mortgage Loan.

         Due Date: As to any Mortgage Loan, the date in each month on which the
related Scheduled Payment is due, as set forth in the related Mortgage Note.

         EMC: EMC Mortgage Corporation.

         EMC Mortgage Loan: The Mortgage Loans identified as such on the
Mortgage Loan Schedule for which EMC is the applicable Mortgage Loan Seller.

         LaSalle: LaSalle Bank National Association, or its successors in
interest.

         Master Funding: Master Funding LLC.

         Master Funding Mortgage Loan: The Mortgage Loans identified as such on
the Mortgage Loan Schedule for which Master Funding is the applicable Mortgage
Loan Seller.

         MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.

         MERS(R) System: The system of recording transfers of Mortgages
electronically maintained by MERS.

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

         Mortgage: The mortgage, deed of trust or other instrument creating a
first or second lien on or first or second priority ownership interest in an
estate in fee simple in real property securing a Mortgage Note.

         Mortgage File: The items referred to in Exhibit 1 pertaining to a
particular Mortgage Loan and any additional documents required to be added to
such documents pursuant to this Agreement.

         Mortgage Rate: The annual rate of interest borne by a Mortgage Note as
stated herein.

         Mortgagor: The obligor(s) on a Mortgage Note.

         Net Mortgage Rate: As to each Mortgage Loan, and at any time, the per
annum rate equal to the Mortgage Rate less the sum of (i) the Servicing
Fee Rate, (ii) the Trustee Fee Rate and (iii) the rate at which the LPMI Fee is
calculated, if any.

         Opinion of Counsel: A written opinion of counsel, who may be counsel
for the Mortgage Loan Seller or the Purchaser, reasonably acceptable to the
Trustee.

         Person: Any legal person, including any individual, corporation,
partnership, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

         Purchase Price: With respect to any Mortgage Loan required to be
purchased by the Sponsor (on its own behalf as a Mortgage Loan Seller and on
behalf of Master Funding) pursuant to the applicable provisions of this
Agreement, an amount equal to the sum of (i) 100% of the principal remaining
unpaid on such Mortgage Loan as of the date of purchase (including if a
foreclosure has already occurred, the principal balance of the related Mortgage
Loan at the time the Mortgaged Property was acquired), (ii) accrued and unpaid
interest thereon at the Mortgage Interest Rate through and including the last
day of the month of purchase and (iii) any costs and damages (if any) incurred
by the Trust in connection with any violation of such Mortgage Loan of any
anti-predatory lending laws.

         Rating Agencies: Standard & Poor's and Moody's each a "Rating Agency."

         Replacement Mortgage Loan: A mortgage loan substituted for a Deleted
Mortgage Loan which must meet on the date of such substitution the requirements
stated herein and in the Pooling and Servicing Agreement; upon such
substitution, such mortgage loan shall be a "Mortgage Loan" hereunder.

         Securities Act: The Securities Act of 1933, as amended.

         Standard & Poor's: Standard & Poor's, a division of The McGraw-Hill
Companies, Inc. or its successors in interest.

         Value: The value of the Mortgaged Property at the time of origination
of the related Mortgage Loan, such value being the lesser of (i) the value of
such property set forth in an appraisal accepted by the applicable originator of
the Mortgage Loan or (ii) the sales price of such property at the time of
origination.

         SECTION 2. Purchase and Sale of the Mortgage Loans and Related Rights.

         (a) Upon satisfaction of the conditions set forth in Section 11 hereof,
each Mortgage Loan Seller agrees to sell, and the Purchaser agrees to purchase
the Mortgage Loans sold by such Mortgage Loan Seller having an aggregate
outstanding principal balance as of the Cut-off Date equal to the Cut-off Date
Balance.

         (b) The closing for the purchase and sale of the Mortgage Loans and the
closing for the issuance of the Certificates will take place on the Closing Date
at the office of the Purchaser's counsel in New York, New York or such other
place as the parties shall agree.

         (c) Upon the satisfaction of the conditions set forth in Section 11
hereof, on the Closing Date, the Purchaser shall pay to each respective Mortgage
Loan Seller the related Acquisition Price for the Mortgage Loans sold by such
Mortgage Loan Seller in immediately available funds by wire transfer to such
account or accounts as shall be designated by such Mortgage Loan Seller.

         SECTION 3. Mortgage Loan Schedules. The Sponsor (on its own behalf as
Mortgage Loan Seller and on behalf of Master Funding) agrees to provide to the
Purchaser as of the date hereof a preliminary listing of the Mortgage Loans (the
"Preliminary Mortgage Loan Schedule") setting forth the information listed on
Exhibit 2 to this Agreement with respect to each of the Mortgage Loans being
sold by the respective Mortgage Loan Sellers. If there are changes to the
Preliminary Mortgage Loan Schedule, the Sponsor (on its own behalf as Mortgage
Loan Seller and on behalf of Master Funding) shall provide to the Purchaser as
of the Closing Date a final schedule (the "Final Mortgage Loan Schedule")
setting forth the information listed on Exhibit 2 to this Agreement with respect
to each of the Mortgage Loans being sold by each Mortgage Loan Seller to the
Purchaser. The Final Mortgage Loan Schedule shall be delivered to the Purchaser
on the Closing Date, shall be attached to an amendment to this Agreement to be
executed on the Closing Date by the parties hereto and shall be in form and
substance mutually agreed to by the Sponsor (on its own behalf as Mortgage Loan
Seller and on behalf of Master Funding) and the Purchaser (the "Amendment"). If
there are no changes to the Preliminary Mortgage Loan Schedule, the Preliminary
Mortgage Loan Schedule shall be the Final Mortgage Loan Schedule for all
purposes hereof.

         SECTION 4. Mortgage Loan Transfer.

         (a) The Purchaser will be entitled to all scheduled payments of
principal and interest on the Mortgage Loans due after the Cut-off Date
(regardless of when actually collected) and all payments thereof. Each Mortgage
Loan Seller will be entitled to all scheduled payments of principal and interest
on the Mortgage Loans sold by it to the Purchaser due on or before the Cut-off
Date (including payments collected after the Cut-off Date) and all payments
thereof. Such principal amounts and any interest thereon belonging to the
related Mortgage Loan Seller as described above will not be included in the
aggregate outstanding principal balance of the Mortgage Loans as of the Cut-off
Date as set forth on the Final Mortgage Loan Schedule.

         (b) Pursuant to various conveyancing documents to be executed on the
Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser
will assign on the Closing Date all of its right, title and interest in and to
the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In
connection with the transfer and assignment of the Mortgage Loans, each Mortgage
Loan Seller has delivered or will deliver or cause to be delivered to the
Trustee, or the Custodian on behalf of the Trustee, by the Closing Date or such
later date as is agreed to by the Purchaser and such Mortgage Loan Seller (each
of the Closing Date and such later date is referred to as a "Mortgage File
Delivery Date"), the items of the Custodian's Mortgage File, provided, however,
that in lieu of the foregoing, each Mortgage Loan Seller may deliver the
following documents, under the circumstances set forth below: (x) in lieu of the
original Mortgage, assignments to the Trustee or intervening assignments thereof
which have been delivered, are being delivered or will upon receipt of recording
information relating to the Mortgage required to be included thereon, be
delivered to recording offices for recording and have not been returned in time
to permit their delivery as specified above, the related Mortgage Loan Seller
may deliver a true copy thereof with a certification by such Mortgage Loan
Seller or the Master Servicer, on the face of such copy, substantially as
follows: "Certified to be a true and correct copy of the original, which has
been transmitted for recording;" (y) in lieu of the Mortgage, assignments to the
Trustee or intervening assignments thereof, if the applicable jurisdiction
retains the originals of such documents or if the originals are lost (in each
case, as evidenced by a certification from such Mortgage Loan Seller or the
Master Servicer to such effect), such Mortgage Loan Seller may deliver
photocopies of such documents containing an original certification by the
judicial or other governmental authority of the jurisdiction where such
documents were recorded; and (z) in lieu of the Mortgage Notes relating to the
Mortgage Loans, each identified in the list delivered by the Purchaser to the
Trustee on the Closing Date and attached hereto as Exhibit 5 the related
Mortgage Loan Seller may deliver lost note affidavits and indemnities of such
Mortgage Loan Seller; and provided further, however, that in the case of
Mortgage Loans which have been prepaid in full after the Cut-off Date and prior
to the Closing Date, such Mortgage Loan Seller, in lieu of delivering the above
documents, may deliver to the Trustee a certification by such Mortgage Loan
Seller or the Master Servicer to such effect. Each Mortgage Loan Seller shall
deliver such original documents (including any original documents as to which
certified copies had previously been delivered) or such certified copies to the
Trustee, or the Custodian on behalf of the Trustee, promptly after they are
received. The Sponsor (on its own behalf as Mortgage Loan Seller and on behalf
of Master Funding) shall cause the Mortgage and intervening assignments, if any,
and the assignment of the Mortgage to be recorded not later than 180 days after
the Closing Date unless such assignment is not required to be recorded under the
terms set forth in Section 6(a) hereof.

         (c) In connection with the assignment of any Mortgage Loan registered
on the MERS(R) System, the Sponsor (on its own behalf as Mortgage Loan Seller
and on behalf of Master Funding) further agrees that it will cause, at the
Sponsor's own expense, within 30 days after the Closing Date, the MERS(R) System
to indicate that such Mortgage Loans have been assigned by the related Mortgage
Loan Seller to the Purchaser and by the Purchaser to the Trustee in accordance
with this Agreement for the benefit of the Certificateholders by including (or
deleting, in the case of Mortgage Loans which are repurchased in accordance with
this Agreement) in such computer files (a) the code in the field which
identifies the specific Trustee and (b) the code in the field "Pool Field" which
identifies the series of the Certificates issued in connection with such
Mortgage Loans. The Sponsor (on its own behalf as Mortgage Loan Seller and on
behalf of Master Funding) further agrees that it will not, and will not permit
the Master Servicer to, and the Master Servicer agrees that it will not, alter
the codes referenced in this paragraph with respect to any Mortgage Loan during
the term of the Pooling and Servicing Agreement unless and until such Mortgage
Loan is repurchased in accordance with the terms of the Pooling and Servicing
Agreement. (d) Each Mortgage Loan Seller and the Purchaser acknowledge hereunder
that all of the Mortgage Loans will ultimately be assigned to LaSalle Bank
National Association, as Trustee for the benefit of the Certificateholders, on
the date hereof.

         SECTION 5. Examination of Mortgage Files.

         (a) On or before the Mortgage File Delivery Date, each Mortgage Loan
Seller will have made the related Mortgage Files available to the Purchaser or
its agent for examination which may be at the offices of the Trustee or such
Mortgage Loan Seller and/or such Mortgage Loan Seller's custodian. The fact that
the Purchaser or its agent has conducted or has failed to conduct any partial or
complete examination of the related Mortgage Files shall not affect the
Purchaser's rights to demand cure, repurchase, substitution or other relief as
provided in this Agreement. In furtherance of the foregoing, each Mortgage Loan
Seller shall make the related Mortgage Files available to the Purchaser or its
agent from time to time so as to permit the Purchaser to confirm such Mortgage
Loan Seller's compliance with the delivery and recordation requirements of this
Agreement and the Pooling and Servicing Agreement. In addition, upon request of
the Purchaser, each Mortgage Loan Seller agrees to provide to the Purchaser,
Bear Stearns and to any investors or prospective investors in the Certificates
information regarding the Mortgage Loans and their servicing, to make the
related Mortgage Files available to the Purchaser, Bear Stearns and to such
investors or prospective investors (which may be at the offices of the related
Mortgage Loan Seller and/or such Mortgage Loan Seller's custodian) and to make
available personnel knowledgeable about the related Mortgage Loans for
discussions with the Purchaser, Bear Stearns and such investors or prospective
investors, upon reasonable request during regular business hours, sufficient to
permit the Purchaser, Bear Stearns and such investors or potential investors to
conduct such due diligence as any such party reasonably believes is appropriate.

         (b) Pursuant to the Pooling and Servicing Agreement, on the Closing
Date the Trustee (or the Custodian as obligated under the Custodial Agreement)
for the benefit of the Certificateholders will review items of the Mortgage
Files as set forth on Exhibit 1 and will deliver to the Sponsor (on its own
behalf as a Mortgage Loan Seller and on behalf of Master Funding) an initial
certification in the form attached as Exhibit One to the Custodial Agreement.

         (c) Within 90 days of the Closing Date, the Trustee or the Custodian on
its behalf shall, in accordance with the provisions of Section 2.02 of the
Pooling and Servicing Agreement, deliver to the Sponsor (on its own behalf as a
Mortgage Loan Seller and on behalf of Master Funding) and the Trustee an Interim
Certification in the form attached as Exhibit Two to the Custodial Agreement to
the effect that all such documents have been executed and received and that such
documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule,
except for any exceptions listed on Schedule A attached to such Interim
Certification. The Custodian shall be under no duty or obligation to inspect,
review or examine said documents, instruments, certificates or other papers to
determine that the same are genuine, enforceable, or appropriate for the
represented purpose or that they have actually been recorded or that they are
other than what they purport to be on their face.

         (d) The Trustee or the Custodian on its behalf will review the Mortgage
Files within 180 days of the Closing Date and will deliver to the Sponsor and
the Master Servicer, and if reviewed by the Custodian, the Trustee, a final
certification substantially in the form of Exhibit Three to the Custodial
Agreement. If the Trustee or the Custodian on its behalf is unable to deliver a
final certification with respect to the items listed in Exhibit 1 due to any
document that is missing, has not been executed, is unrelated, determined on the
basis of the Mortgagor name, original principal balance and loan number, to the
Mortgage Loans identified in the Final Mortgage Loan Schedule (a "Material
Defect"), the Trustee or the Custodian on its behalf shall notify the Sponsor of
such Material Defect. The Sponsor (on its own behalf as a Mortgage Loan Seller
and on behalf of Master Funding) shall correct or cure any such Material Defect
within 90 days from the date of notice from the Trustee, the Depositor or the
Master Servicer of the Material Defect and if the Sponsor (on its own behalf as
a Mortgage Loan Seller and on behalf of Master Funding) does not correct or cure
such Material Defect within such period and such defect materially and adversely
affects the interests of the Certificateholders in the related Mortgage Loan,
the Sponsor (on its own behalf as a Mortgage Loan Seller and on behalf of Master
Funding) will, in accordance with the terms of the Pooling and Servicing
Agreement, within 90 days of the date of notice, provide the Trustee with a
Replacement Mortgage Loan (if within two years of the Closing Date) or purchase
the related Mortgage Loan at the applicable Purchase Price; provided, however,
that if such defect relates solely to the inability of the Sponsor (on its own
behalf as a Mortgage Loan Seller and on behalf of Master Funding) to deliver the
original security instrument or intervening assignments thereof, or a certified
copy because the originals of such documents, or a certified copy, have not been
returned by the applicable jurisdiction, the Sponsor shall not be required to
purchase such Mortgage Loan if the Sponsor (on its own behalf as a Mortgage Loan
Seller and on behalf of Master Funding) delivers such original documents or
certified copy promptly upon receipt, but in no event later than 360 days after
the Closing Date. The foregoing repurchase obligation shall not apply in the
event that the Sponsor (on its own behalf as a Mortgage Loan Seller and on
behalf of Master Funding) cannot deliver such original or copy of any document
submitted for recording to the appropriate recording office in the applicable
jurisdiction because such document has not been returned by such office;
provided that the Sponsor (on its own behalf as a Mortgage Loan Seller and on
behalf of Master Funding) shall instead deliver a recording receipt of such
recording office or, if such receipt is not available, a certificate of the
Sponsor (on its own behalf as a Mortgage Loan Seller and on behalf of Master
Funding) or a Servicing Officer confirming that such documents have been
accepted for recording, and delivery to the Trustee shall be effected by the
Sponsor (on its own behalf as a Mortgage Loan Seller and on behalf of Master
Funding) within thirty days of its receipt of the original recorded document.

         (e) At the time of any substitution, the Sponsor (on its own behalf as
a Mortgage Loan Seller and on behalf of Master Funding) shall deliver or cause
to be delivered the Replacement Mortgage Loan, the related Mortgage File and any
other documents and payments required to be delivered in connection with a
substitution pursuant to the Pooling and Servicing Agreement. At the time of any
purchase or substitution, the Trustee shall (i) assign the selected Mortgage
Loan to the Sponsor (on its own behalf as a Mortgage Loan Seller and on behalf
of Master Funding) and shall release or cause the Custodian to release the
documents (including, but not limited to, the Mortgage, Mortgage Note and other
contents of the Mortgage File) in the possession of the Trustee or the
Custodian, as applicable relating to the Deleted Mortgage Loan and (ii) execute
and deliver such instruments of transfer or assignment, in each case without
recourse, as shall be necessary to vest in the Sponsor (on its own behalf as a
Mortgage Loan Seller and on behalf of Master Funding) title to such Deleted
Mortgage Loan.

         SECTION 6. Recordation of Assignments of Mortgage.

         (a) The Sponsor (on its own behalf as Mortgage Loan Seller and on
behalf of Master Funding) will, promptly after the Closing Date, cause each
Mortgage and each assignment of Mortgage from the Mortgage Loan Sellers to the
Trustee, and all unrecorded intervening assignments, if any, delivered on or
prior to the Closing Date, to be recorded in all recording offices in the
jurisdictions where the related Mortgaged Properties are located; provided,
however, the Sponsor (on its own behalf as Mortgage Loan Seller or on behalf of
Master Funding) need not cause to be recorded any assignment which relates to a
Mortgage Loan that is a MOM Loan or for which the related Mortgaged Property is
located in any jurisdiction under the laws of which, as evidenced by an Opinion
of Counsel delivered by the Sponsor (on its own behalf as Mortgage Loan Seller
and on behalf of Master Funding) to the Trustee and the Rating Agencies, the
recordation of such assignment is not necessary to protect the Trustee's
interest in the related Mortgage Loan; provided, however, notwithstanding the
delivery of any Opinion of Counsel, each assignment of Mortgage shall be
submitted for recording by the Sponsor (on its own behalf as Mortgage Loan
Seller and on behalf of Master Funding) in the manner described above, at no
expense to the Trust Fund or Trustee, upon the earliest to occur of (i)
reasonable direction by the Holders of Certificates evidencing Percentage
Interests aggregating not less than 25% of the Trust, (ii) the occurrence of an
Event of Default, (iii) the occurrence of a bankruptcy, insolvency or
foreclosure relating to the Sponsor under the Pooling and Servicing Agreement,
(iv) the occurrence of a servicing transfer or an assignment of the servicing as
described in Section 7.07 of the Pooling and Servicing Agreement or (iv) with
respect to any one assignment of Mortgage, the occurrence of a bankruptcy,
insolvency or foreclosure relating to the Mortgagor under the related Mortgage.

         While each such Mortgage or assignment is being recorded, if necessary,
the Sponsor (on its own behalf as a Mortgage Loan Seller and on behalf of Master
Funding) shall leave or cause to be left with the Trustee or the Custodian on
its behalf a certified copy of such Mortgage or assignment. In the event that,
within 180 days of the Closing Date, the Trustee has not been provided with an
Opinion of Counsel as described above or received evidence of recording with
respect to each Mortgage Loan delivered to the Purchaser pursuant to the terms
hereof or as set forth above and the related Mortgage Loan is not a MOM Loan,
the failure to provide evidence of recording or such Opinion of Counsel shall be
considered a Material Defect, and the provisions of Section 5(c) and (d) shall
apply. All customary recording fees and reasonable expenses relating to the
recordation of the assignments of mortgage to the Trustee or the Opinion of
Counsel, as the case may be, shall be borne by the Sponsor.

         (b) It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans by each Mortgage Loan Seller to the Purchaser, as
contemplated by this Agreement be, and be treated as, a sale. It is, further,
not the intention of the parties that such conveyance be deemed a pledge of the
Mortgage Loans by such Mortgage Loan Seller to the Purchaser to secure a debt or
other obligation of that Mortgage Loan Seller. However, in the event that,
notwithstanding the intent of the parties, the Mortgage Loans are held by a
court to continue to be property of such Mortgage Loan Seller, then (a) this
Agreement shall also be deemed to be a security agreement within the meaning of
Articles 8 and 9 of the applicable Uniform Commercial Code; (b) the transfer of
the Mortgage Loans provided for herein shall be deemed to be a grant by such
Mortgage Loan Seller to the Purchaser of a security interest in all of such
Mortgage Loan Seller's right, title and interest in and to the Mortgage Loans
and all amounts payable to the holders of the Mortgage Loans in accordance with
the terms thereof and all proceeds of the conversion, voluntary or involuntary,
of the foregoing into cash, instruments, securities or other property, to the
extent the Purchaser would otherwise be entitled to own such Mortgage Loans and
proceeds pursuant to Section 4 hereof, including all amounts, other than
investment earnings, from time to time held or invested in any accounts created
pursuant to the Pooling and Servicing Agreement, whether in the form of cash,
instruments, securities or other property; (c) the possession by the Purchaser
or the Trustee (or the Custodian on its behalf) of Mortgage Notes and such other
items of property as constitute instruments, money, negotiable documents or
chattel paper shall be deemed to be "possession by the secured party" for
purposes of perfecting the security interest pursuant to Section 9-305 (or
comparable provision) of the applicable Uniform Commercial Code; and (d)
notifications to persons holding such property, and acknowledgments, receipts or
confirmations from persons holding such property, shall be deemed notifications
to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Purchaser for the
purpose of perfecting such security interest under applicable law. Any
assignment of the interest of the Purchaser pursuant to any provision hereof or
pursuant to the Pooling and Servicing Agreement shall also be deemed to be an
assignment of any security interest created hereby. The Sponsor (on its own
behalf as a Mortgage Loan Seller and on behalf of Master Funding) and the
Purchaser shall, to the extent consistent with this Agreement, take such actions
as may be reasonably necessary to ensure that, if this Agreement were deemed to
create a security interest in the Mortgage Loans, such security interest would
be deemed to be a perfected security interest of first priority under applicable
law and will be maintained as such throughout the term of the Pooling and
Servicing Agreement.

         SECTION 7. Representations and Warranties of the Sponsor Concerning the
Mortgage Loans. The Sponsor hereby represents and warrants to the Purchaser as
of the Closing Date or such other date as may be specified below with respect to
each Mortgage Loan:

         (a) The information set forth in the Mortgage Loan Schedule on the
Closing Date is complete, true and correct.

         (b) All payments required to be made prior to the Cut-off Date with
respect to each Mortgage Loan have been made and no Mortgage Loan is delinquent
thirty one or more days (determined using a 30/360 basis).

         (c) If any of the Mortgage Loans are secured by a leasehold interest,
with respect to each leasehold interest: the use of leasehold estates for
residential properties is an accepted practice in the area where the related
Mortgaged Property is located; residential property in such area consisting of
leasehold estates is readily marketable; the lease is recorded and no party is
in any way in breach of any provision of such lease; the leasehold is in full
force and effect and is not subject to any prior lien or encumbrance by which
the leasehold could be terminated or subject to any charge or penalty; and the
remaining term of the lease does not terminate less than ten years after the
maturity date of such Mortgage Loan.

         (d) Except with respect to taxes, insurance and other amounts
previously advanced by a prior servicer with respect to any Mortgage Loan, there
are no delinquent taxes, water charges, sewer rents, assessments, insurance
premiums, leasehold payments, including assessments payable in future
installments, or other outstanding charges affecting the related Mortgaged
Property.

         (e) The terms of the Mortgage Note and the Mortgage have not been
impaired, waived, altered or modified in any respect, except by written
instruments which in the case of the Mortgage Loans are in the Mortgage File and
have been or will be recorded, if necessary to protect the interests of the
Trustee, and which have been or will be delivered to the Trustee, all in
accordance with this Agreement. The substance of any such waiver, alteration or
modification has been approved by the title insurer, to the extent required by
the related policy. No Mortgagor has been released, in whole or in part, except
in connection with an assumption agreement approved by the title insurer, to the
extent required by the policy, and which assumption agreement in the case of the
Mortgage Loans is part of the Mortgage File.

         (f) The Mortgage Note and the Mortgage are not subject to any right of
rescission, set-off, counterclaim or defense, including the defense of usury,
nor will the operation of any of the terms of the Mortgage Note and the
Mortgage, or the exercise of any right thereunder, render the Mortgage
unenforceable, in whole or in part, or subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury and no such
right of rescission, set-off, counterclaim or defense has been asserted with
respect thereto.

         (g) All buildings upon, or comprising part of, the Mortgaged Property
are insured by an insurer acceptable to Fannie Mae and Freddie Mac against loss
by fire, hazards of extended coverage and such other hazards as are customary in
the area where the Mortgaged Property is located, and such insurer is licensed
to do business in the state where the Mortgaged Property is located. All such
insurance policies contain a standard mortgagee clause naming the originator,
its successors and assigns as mortgagee and the related Mortgage Loan Seller has
received no notice that all premiums thereon have not been paid. If upon
origination of the Mortgage Loan, the Mortgaged Property was, or was
subsequently deemed to be, in an area identified in the Federal Register by the
Federal Emergency Management Agency as having special flood hazards (and such
flood insurance has been made available), which require under applicable law
that a flood insurance policy meeting the requirements of the current guidelines
of the Federal Insurance Administration (or any successor thereto) be obtained,
such flood insurance policy is in effect which policy is with a generally
acceptable carrier in an amount representing coverage not less than the least of
(A) the Stated Principal Balance of the related Mortgage Loan, (B) the minimum
amount required to compensate for damage or loss on a replacement cost basis, or
(C) the maximum amount of insurance that is available under the Flood Disaster
Protection Act of 1973. The Mortgage obligates the Mortgagor thereunder to
maintain all such insurance at Mortgagor's cost and expense and, on the
Mortgagor's failure to do so, authorizes the holder of the Mortgage to maintain
such insurance at Mortgagor's cost and expense and to obtain reimbursement
therefor from the Mortgagor.

         (h) Each loan at the time it was made complied in all material respects
with applicable local, state and federal laws, including but not limited to, all
applicable anti-predatory lending laws.

         (i) The Mortgage has not been satisfied, canceled, subordinated, or
rescinded, in whole or in part, and the Mortgaged Property has not been released
from the lien of the Mortgage, in whole or in part, nor has any instrument been
executed that would effect any such release, cancellation, subordination or
rescission.

         (j) The Mortgage is a valid, existing and enforceable first or second
lien on the Mortgaged Property, including all improvements on the Mortgaged
Property, if any, subject only to (1) the lien of current real property taxes
and assessments not yet due and payable, (2) covenants, conditions and
restrictions, rights of way, easements and other matters of the public record as
of the date of recording being acceptable to mortgage lending institutions
generally and specifically referred to in the lender's title insurance policy
delivered to the originator of the Mortgage Loan and which do not adversely
affect the Appraised Value of the Mortgaged Property and (3) other matters to
which like properties are commonly subject which do not materially interfere
with the benefits of the security intended to be provided by the Mortgage. The
Mortgage Loan Seller has full right to sell and assign the Mortgage to the
Purchaser.

         (k) The Mortgage Note and the related Mortgage are genuine and each is
the legal, valid and binding obligation of the maker thereof, enforceable in
accordance with its terms, except as the enforceability thereof may be limited
by bankruptcy, insolvency or reorganization or general principles of equity.

         (l) All parties to the Mortgage Note and the Mortgage had the legal
capacity to enter into the Mortgage Loan transaction and to execute and deliver
the Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have
been duly and properly executed by such parties.

         (m) The proceeds of the Mortgage Loan have been fully disbursed and
there is no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site improvement and as to
disbursements of any escrow funds therefor have been complied with. All costs,
fees and expenses incurred in making or closing the Mortgage Loan and the
recording of the Mortgage were paid, and the Mortgagor is not entitled to any
refund of any amounts paid or due under the Mortgage Note or Mortgage.

         (n) Immediately prior to the conveyance of the Mortgage Loans by the
related Mortgage Loan Seller to the Purchaser hereunder, such Mortgage Loan
Seller was the sole owner and holder of the Mortgage Loan; the related
Originator or such Mortgage Loan Seller was the custodian of the related escrow
account, if applicable; the Mortgage Loan had neither been assigned nor pledged,
and such Mortgage Loan Seller had good and marketable title thereto, and had
full right to transfer and sell the Mortgage Loan and the related servicing
rights to the Purchaser free and clear of any encumbrance, equity, lien, pledge,
charge, claim or security interest subject to the applicable servicing agreement
and had full right and authority subject to no interest or participation of, or
agreement with, any other party, to sell and assign the Mortgage Loan and the
related servicing rights, subject to the applicable servicing agreement, to the
Purchaser pursuant to the terms of this Agreement.

         (o) All parties which have had any interest in the Mortgage, whether as
mortgagee, assignee, pledgee or otherwise, are (or, during the period in which
they held and disposed of such interest, were) (1) in compliance with any and
all applicable licensing requirements of the laws of the state wherein the
Mortgaged Property is located, and (2) organized under the laws of such state,
qualified to do business in such state, a federal savings and loan association
or national bank having principal offices in such state or not deemed to be
doing business in such state under applicable law.

         (p) The Mortgage Loan is covered by an ALTA lender's title insurance
policy or equivalent form acceptable to the Department of Housing and Urban
Development, or any successor thereto, and qualified to do business in the
jurisdiction where the Mortgaged Property is located, insuring (subject to the
exceptions contained in clause (i) above) the related Mortgage Loan Seller (as
assignee), its successors and assigns as to the first priority lien of the
Mortgage in the original principal amount of the Mortgage Loan. Additionally,
such lender's title insurance policy affirmatively insures ingress and egress,
and against encroachments by or upon the Mortgaged Property or any interest
therein. With respect to each Mortgage Loan, the related Mortgage Loan Seller
(as assignee) is the sole insured of such lender's title insurance policy, and
such lender's title insurance policy is in full force and effect. No claims have
been made under such lender's title insurance policy, and no prior holder of the
related Mortgage, including the related Mortgage Loan Seller, has done, by act
or omission, anything which would impair the coverage of such lender's title
insurance policy.

         (q) Except as provided in clause (b), immediately prior to the Cut-off
Date, there was no default, breach, violation or event of acceleration existing
under the Mortgage or the Mortgage Note and there was no event which, with the
passage of time or with notice and the expiration of any grace or cure period,
would constitute a default, breach, violation or event of acceleration, and the
related Mortgage Loan Seller has not waived any default, breach, violation or
event of acceleration.

         (r) There are no mechanics' or similar liens or claims which have been
filed for work, labor or material (and no rights are outstanding that under law
could give rise to such lien) affecting the related Mortgaged Property which are
or may be liens prior to or equal with, the lien of the related Mortgage.

         (s) At the time of origination, each Mortgaged Property was the subject
of an appraisal which conformed to the underwriting requirements of the
originator of the Mortgage Loan and, the appraisal is in a form acceptable to
Fannie Mae or Freddie Mac.

         (t) The origination, servicing and collection practices with respect to
each Mortgage Note and Mortgage including, the establishment, maintenance and
servicing of the escrow accounts and escrow payments, if any, since origination,
have been conducted in all respects in accordance with the terms of Mortgage
Note and in compliance with all applicable laws and regulations and, unless
otherwise required by law or Fannie Mae/Freddie Mac standards, in accordance
with the proper, prudent and customary practices in the mortgage origination and
servicing business. With respect to the escrow accounts and escrow payments, if
any, and a Mortgage Loan all such payments are in the possession or under the
control of the related Mortgage Loan Seller (including pursuant to a
Subservicing Agreement) and there exists no deficiencies in connection therewith
for which customary arrangements for repayment thereof have not been made. Any
interest required to be paid pursuant to state and local law has been properly
paid and credited.

         (u) The Mortgaged Property is free of material damage and waste and
there is no proceeding pending for the total or partial condemnation thereof.

         (v) The Mortgage contains customary and enforceable provisions to
render the rights and remedies of the holder thereof adequate for the
realization against the Mortgaged Property of the benefits of the security
intended to be provided thereby, including, (1) in the case of a Mortgage
designated as a deed of trust, by trustee's sale, and (2) otherwise by judicial
foreclosure. There is no other exemption available to the Mortgagor which would
interfere with the right to sell the Mortgaged Property at a trustee's sale or
the right to foreclose the Mortgage. The Mortgagor has not notified the Mortgage
Loan Seller and the Mortgage Loan Seller has no knowledge of any relief
requested or allowed to the Mortgagor under the Servicemembers Civil Relief Act.

         (w) The Mortgage Note is not and has not been secured by any collateral
except the lien of the applicable Mortgage.

         (x) In the event the Mortgage constitutes a deed of trust, a trustee,
duly qualified under applicable law to serve as such, has been properly
designated and currently so serves and is named in the Mortgage, and no fees or
expenses are or will become payable by the Certificateholders to the trustee
under the deed of trust, except in connection with a trustee's sale after
default by the Mortgagor.

         (y) The Mortgagor has received all disclosure materials required by
applicable law with respect to the making of the Mortgage Loan.

         (z) No Mortgage Loan was made in connection with the construction or
rehabilitation of a Mortgaged Property.

         (aa) To the best of the Sponsor's knowledge, the Mortgaged Property is
lawfully occupied under applicable law and all inspections, licenses and
certificates required to be made or issued with respect to all occupied portions
of the Mortgaged Property and, with respect to the use and occupancy of the
same, including but not limited to certificates of occupancy, have been made or
obtained from the appropriate authorities.

         (bb) The assignment of Mortgage with respect to a Mortgage Loan is in
recordable form and is acceptable for recording under the laws of the
jurisdiction in which the Mortgaged Property is located.

         (cc) The Mortgaged Property consists of a single parcel of real
property with or without a detached single family residence erected thereon, or
an individual condominium unit, or a 2-4 family dwelling, or an individual unit
in a planned unit development as defined by Fannie Mae or a townhouse, each
structure of which is permanently affixed to the Mortgaged Property, and is
legally classified as real estate.

         (dd) Each Mortgage Loan at the time of origination was underwritten in
general in accordance with guidelines not inconsistent with the guidelines set
forth in the Prospectus Supplement and generally accepted credit underwriting
guidelines.

         (ee) No error, omission, misrepresentation, fraud or similar occurrence
with respect to a Mortgage Loan has taken place on the part of either Mortgage
Loan Seller or the related Originator.

         (ff) None of the Mortgage Loans are (a) loans subject to 12 CFR Part
226.31, 12 CFR Part 226.32 or 12 CFR Part 226.34 of Regulation Z, the regulation
implementing TILA, which implements the Home Ownership and Equity Protection Act
of 1994 ("HOEPA") or (b) classified and/or defined as a "high cost home loan"
(or a similarly classified loan using different terminology under a law imposing
heightened regulatory scrutiny or additional legal liability for residential
mortgage loans having high interest rates, points and/or fees) under any
federal, state, or local law, including, but not limited to, the States of
Georgia or North Carolina.

         (gg) No mortgage loan originated on or after October 1, 2002 through
March 6, 2003 is governed by the Georgia Fair Lending Act.

         (hh) None of the Mortgage Loans contains provisions pursuant to which
monthly payments are (a) paid or partially paid with funds deposited in any
separate account established by the related Mortgage Loan Seller, the mortgagor,
or anyone on behalf of the mortgagor, (b) paid by any source other than the
mortgagor or (c) contains any other similar provisions which may constitute a
"buydown" provision. None of the Mortgage Loans is a graduated payment mortgage
loan and no Mortgage Loan has a shared appreciation or other contingent interest
feature.

         (ii) Each Mortgage Loan that contains a provision for the assumption
substitution of liability, pursuant to which the original mortgagor is released
from liability and another person is substituted as the mortgagor and becomes
liable under the Mortgage Note, shall be effective only if such person satisfies
the then current underwriting practices and procedures of prudent mortgage
lenders in a state in which the mortgaged property is located.

         (jj) The Mortgaged Property and all improvements thereon comply with
all requirements of any applicable zoning and subdivision laws and ordinances.

         (kk) Each Mortgage is a valid and enforceable first or second lien on
the property securing the related Mortgage Note and each Mortgaged Property is
owned by the Mortgagor in fee simple (except with respect to common areas in the
case of condominiums, PUDs and de minimis PUDs) or by leasehold for a term
longer than the term of the related Mortgage, subject only to (i) the lien of
current real property taxes and assessments, (ii) covenants, conditions and
restrictions, rights of way, easements and other matters of public record as of
the date of recording of such Mortgage, such exceptions being acceptable to
mortgage lending institutions generally or specifically reflected in the
appraisal obtained in connection with the origination of the related Mortgage
Loan or referred to in the lender's title insurance policy delivered to the
originator of the related Mortgage Loan and (iii) other matters to which like
properties are commonly subject which do not materially interfere with the
benefits of the security intended to be provided by such Mortgage; Appraisal
Form 1004 or Form 2055 with an interior inspection for first lien Mortgage Loans
has been obtained. Form 704, 2065 or 2055 with an exterior only inspection for
junior lien Mortgage Loans has been obtained.

         (ll) None of the Mortgage Loans that are secured by property located in
the State of Illinois are in violation of the provisions of the Illinois
Interest Act.

         (mm) Each Prepayment Charge is enforceable and was originated in
compliance with all applicable federal, state and local laws.

         (nn) With respect to any Mortgage Loan that contains a provision
permitting imposition of a premium upon a prepayment prior to maturity, the
prepayment premium is disclosed to the borrower in the loan documents pursuant
to applicable state and federal law.

         (oo) No Mortgage Loan is a High Cost Loan or Covered Loan, as
applicable (as such terms are defined in the then current Standard & Poor's
LEVELS(R) Glossary which is now Version 5.6c Revised, Appendix E attached hereto
as Exhibit 6).

         (pp) No Mortgage Loan is a High-Cost Home Loan under the New Jersey
Home Ownership Security Act of 2002.

         It is understood and agreed that the representations and warranties set
forth in this Section 7 will inure to the benefit of the Purchaser, its
successors and assigns, notwithstanding any restrictive or qualified endorsement
on any Mortgage Note or assignment of Mortgage or the examination of any
Mortgage File. Upon any substitution for a Mortgage Loan, the representations
and warranties set forth above shall be deemed to be made by the Mortgage Loan
Seller as to any Replacement Mortgage Loan as of the date of substitution.

         Upon discovery or receipt of notice by the Sponsor, the Purchaser or
the Trustee of a breach of any representation or warranty of the Sponsor set
forth in this Section 7 which materially and adversely affects the value of the
interests of the Purchaser, the Certificateholders or the Trustee in any of the
Mortgage Loans delivered to the Purchaser pursuant to this Agreement, the party
discovering or receiving notice of such breach shall give prompt written notice
to the others. In the case of any such breach of a representation or warranty
set forth in this Section 7, within 90 days from the date of discovery by the
Sponsor, or the date the Sponsor is notified by the party discovering or
receiving notice of such breach (whichever occurs earlier), the Sponsor will (i)
cure such breach in all material respects, (ii) purchase the affected Mortgage
Loan at the applicable Purchase Price or (iii) if within two years of the
Closing Date, substitute a qualifying Replacement Mortgage Loan in exchange for
such Mortgage Loan; provided that, (A) in the case of a breach of the
representation and warranty concerning the Mortgage Loan Schedule contained in
clause (a) of this Section 7, if such breach is material and relates to any
field on the Mortgage Loan Schedule which identifies any Prepayment Charge or
(B) in the case of a breach of the representation contained in clause (mm) of
this Section 7, then, in each case, in lieu of purchasing such Mortgage Loan
from the Trust Fund at the Purchase Price, the Sponsor shall pay the amount of
the Prepayment Charge (net of any amount previously collected by or paid to the
Trust Fund in respect of such Prepayment Charge) from its own funds and without
reimbursement therefor, and the Sponsor shall have no obligation to repurchase
or substitute for such Mortgage Loan. The obligations of the Sponsor to cure,
purchase or substitute a qualifying Replacement Mortgage Loan shall constitute
the Purchaser's, the Trustee's and the Certificateholder's sole and exclusive
remedy under this Agreement or otherwise respecting a breach of representations
or warranties hereunder with respect to the Mortgage Loans, except for the
obligation of the Sponsor to indemnify the Purchaser for such breach as set
forth in and limited by Section 14 hereof.

         Any cause of action against the Sponsor or relating to or arising out
of a breach by the Sponsor of any representations and warranties made in this
Section 7 shall accrue as to any Mortgage Loan upon (i) discovery of such breach
by the Sponsor or notice thereof by the party discovering such breach and (ii)
failure by the Sponsor to cure such breach, purchase such Mortgage Loan or
substitute a qualifying Replacement Mortgage Loan pursuant to the terms hereof.

         SECTION 8. Representations and Warranties Concerning the Sponsor. As of
the date hereof and as of the Closing Date, the Sponsor represents and warrants
to the Purchaser and Master Funding as to itself in the capacity indicated as
follows:

         (a) The Sponsor (i) is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and (ii) is
qualified and in good standing to do business in each jurisdiction where such
qualification is necessary, except where the failure so to qualify would not
reasonably be expected to have a material adverse effect on the Sponsor's
business as presently conducted or on the Sponsor's ability to enter into this
Agreement and to consummate the transactions contemplated hereby;

         (b) The Sponsor has full power to own its property, to carry on its
business as presently conducted and to enter into and perform its obligations
under this Agreement;

         (c) The execution and delivery by the Sponsor of this Agreement has
been duly authorized by all necessary action on the part of the Sponsor; and
neither the execution and delivery of this Agreement, nor the consummation of
the transactions herein contemplated, nor compliance with the provisions hereof
or thereof, will conflict with or result in a breach of, or constitute a default
under, any of the provisions of any law, governmental rule, regulation,
judgment, decree or order binding on the Sponsor or its properties or the
charter or by-laws of the Sponsor, except those conflicts, breaches or defaults
which would not reasonably be expected to have a material adverse effect on the
Sponsor's ability to enter into this Agreement and to consummate the
transactions contemplated hereby;

         (d) The execution, delivery and performance by the Sponsor of this
Agreement and the consummation of the transactions contemplated hereby do not
require the consent or approval of, the giving of notice to, the registration
with, or the taking of any other action in respect of, any state, federal or
other governmental authority or agency, except those consents, approvals,
notices, registrations or other actions as have already been obtained, given or
made and, in connection with the recordation of the Mortgages, powers of
attorney or assignments of Mortgages not yet completed;

         (e) This Agreement has been duly executed and delivered by the Sponsor
and, assuming due authorization, execution and delivery by the Purchaser or the
parties thereto, constitutes a valid and binding obligation of the Sponsor
enforceable against it in accordance with its terms (subject to applicable
bankruptcy and insolvency laws and other similar laws affecting the enforcement
of the rights of creditors generally);

         (f) There are no actions, suits or proceedings pending or, to the
knowledge of the Sponsor, threatened against the Sponsor, before or by any
court, administrative agency, arbitrator or governmental body (i) with respect
to any of the transactions contemplated by this Agreement or (ii) with respect
to any other matter which in the judgment of the Sponsor could reasonably be
expected to be determined adversely to the Sponsor and if determined adversely
to the Sponsor materially and adversely affect the Sponsor's ability to perform
its obligations under this Agreement; and the Sponsor is not in default with
respect to any order of any court, administrative agency, arbitrator or
governmental body so as to materially and adversely affect the transactions
contemplated by this Agreement; and

         (g) The Mortgage Loan Sellers' Information (as defined in Section 14(a)
hereof) does not include any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made, in light
of the circumstances under which they were made, not misleading.

         SECTION 9. Representations and Warranties Concerning the Purchaser. As
of the date hereof and as of the Closing Date, the Purchaser represents and
warrants to the Mortgage Loan Sellers as follows:

         (a) The Purchaser (i) is a limited liability company duly organized,
validly existing and in good standing under the laws of the State of Delaware
and (ii) is qualified and in good standing to do business in each jurisdiction
where such qualification is necessary, except where the failure so to qualify
would not reasonably be expected to have a material adverse effect on the
Purchaser's business as presently conducted or on the Purchaser's ability to
enter into this Agreement and to consummate the transactions contemplated
hereby;

         (b) The Purchaser has full power to own its property, to carry on its
business as presently conducted and to enter into and perform its obligations
under this Agreement;

         (c) The execution and delivery by the Purchaser of this Agreement has
been duly authorized by all necessary action on the part of the Purchaser; and
neither the execution and delivery of this Agreement, nor the consummation of
the transactions herein contemplated, nor compliance with the provisions hereof,
will conflict with or result in a breach of, or constitute a default under, any
of the provisions of any law, governmental rule, regulation, judgment, decree or
order binding on the Purchaser or its properties or the certificate of formation
or limited liability company agreement of the Purchaser, except those conflicts,
breaches or defaults which would not reasonably be expected to have a material
adverse effect on the Purchaser's ability to enter into this Agreement and to
consummate the transactions contemplated hereby or thereby;

         (d) The execution, delivery and performance by the Purchaser of this
Agreement and the consummation of the transactions contemplated hereby or
thereby do not require the consent or approval of, the giving of notice to, the
registration with, or the taking of any other action in respect of, any state,
federal or other governmental authority or agency, except those consents,
approvals, notices, registrations or other actions as have already been
obtained, given or made;

         (e) This Agreement has been duly executed and delivered by the
Purchaser and, assuming due authorization, execution and delivery by the
Mortgage Loan Sellers, constitutes a valid and binding obligation of the
Purchaser enforceable against it in accordance with its terms (subject to
applicable bankruptcy and insolvency laws and other similar laws affecting the
enforcement of the rights of creditors generally);

         (f) There are no actions, suits or proceedings pending or, to the
knowledge of the Purchaser, threatened against the Purchaser, before or by any
court, administrative agency, arbitrator or governmental body (i) with respect
to any of the transactions contemplated by this Agreement or (ii) with respect
to any other matter which in the judgment of the Purchaser could reasonably be
expected to be determined adversely to the Purchaser and if determined adversely
to the Purchaser materially and adversely affect the Purchaser's ability to
perform its obligations under this Agreement; and the Purchaser is not in
default with respect to any order of any court, administrative agency,
arbitrator or governmental body so as to materially and adversely affect the
transactions contemplated by this Agreement; and

         (g) The Purchaser's Information (as defined in Section 14(b) hereof)
does not include any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading.

         SECTION 10. Representations and Warranties Concerning Master Funding.
As of the date hereof and as of the Closing Date, Master Funding represents and
warrants to the Sponsor and the Purchaser as follows:

         (a) Master Funding (i) is a limited liability company duly organized,
validly existing and in good standing under the laws of the State of Delaware
and (ii) is qualified and in good standing to do business in each jurisdiction
where such qualification is necessary, except where the failure so to qualify
would not reasonably be expected to have a material adverse effect on Master
Funding's business as presently conducted or on Master Funding's ability to
enter into this Agreement and to consummate the transactions contemplated
hereby;

         (b) Master Funding has full power to own its property, to carry on its
business as presently conducted and to enter into and perform its obligations
under this Agreement;

         (c) The execution and delivery by Master Funding of this Agreement has
been duly authorized by all necessary action on the part of Master Funding; and
neither the execution and delivery of this Agreement, nor the consummation of
the transactions herein contemplated, nor compliance with the provisions hereof
or thereof, will conflict with or result in a breach of, or constitute a default
under, any of the provisions of any law, governmental rule, regulation,
judgment, decree or order binding on Master Funding or its properties or the
written consent of the sole member or limited liability company agreement of
Master Funding, except those conflicts, breaches or defaults which would not
reasonably be expected to have a material adverse effect on Master Funding's
ability to enter into this Agreement and to consummate the transactions
contemplated hereby;

         (d) The execution, delivery and performance by Master Funding of this
Agreement and the consummation of the transactions contemplated hereby do not
require the consent or approval of, the giving of notice to, the registration
with, or the taking of any other action in respect of, any state, federal or
other governmental authority or agency, except those consents, approvals,
notices, registrations or other actions as have already been obtained, given or
made and, in connection with the recordation of the Mortgages, powers of
attorney or assignments of Mortgages not yet completed;

         (e) This Agreement has been duly executed and delivered by Master
Funding and, assuming due authorization, execution and delivery by the Purchaser
or the parties thereto, constitutes a valid and binding obligation of Master
Funding enforceable against it in accordance with its terms (subject to
applicable bankruptcy and insolvency laws and other similar laws affecting the
enforcement of the rights of creditors generally); and

         (f) There are no actions, suits or proceedings pending or, to the
knowledge of Master Funding, threatened against Master Funding, before or by any
court, administrative agency, arbitrator or governmental body (i) with respect
to any of the transactions contemplated by this Agreement or (ii) with respect
to any other matter which in the judgment of Master Funding could reasonably be
expected to be determined adversely to Master Funding and if determined
adversely to Master Funding materially and adversely affect Master Funding's
ability to perform its obligations under this Agreement; and Master Funding is
not in default with respect to any order of any court, administrative agency,
arbitrator or governmental body so as to materially and adversely affect the
transactions contemplated by this Agreement.

         SECTION 11. Conditions to Closing.

         (a) The obligations of the Purchaser under this Agreement will be
subject to the satisfaction, on or prior to the Closing Date, of the following
conditions:

                  (1) Each of the obligations of each Mortgage Loan Seller
         required to be performed at or prior to the Closing Date pursuant to
         the terms of this Agreement shall have been duly performed and complied
         with in all material respects; all of the representations and
         warranties of each Mortgage Loan Seller under this Agreement shall be
         true and correct as of the date or dates specified in all material
         respects; and no event shall have occurred which, with notice or the
         passage of time, would constitute a default under this Agreement or the
         Pooling and Servicing Agreement; and the Purchaser shall have received
         certificates to that effect signed by authorized officers of each of
         the Mortgage Loan Sellers.

                  (2) The Purchaser shall have received all of the following
         closing documents, in such forms as are agreed upon and reasonably
         acceptable to the Purchaser, duly executed by all signatories other
         than the Purchaser as required pursuant to the respective terms
         thereof:

                           (i) If required pursuant to Section 3 hereof, the
                  Amendment dated as of the Closing Date and any documents
                  referred to therein;

                           (ii) If required pursuant to Section 3 hereof, the
                  Final Mortgage Loan Schedule containing the information set
                  forth on Exhibit 2 hereto, one copy to be attached to each
                  counterpart of the Amendment;

                           (iii) The Pooling and Servicing Agreement, in form
                  and substance reasonably satisfactory to the Trustee and the
                  Purchaser, and all documents required thereby duly executed by
                  all signatories;

                           (iv) A certificate of an officer of the Sponsor dated
                  as of the Closing Date, in a form reasonably acceptable to the
                  Purchaser, and attached thereto the resolutions of the Sponsor
                  authorizing the transactions contemplated by this Agreement,
                  together with copies of the articles of incorporation, by-laws
                  and certificate of good standing of the Sponsor;

                           (v) A certificate of an officer of Master Funding
                  dated as of the Closing Date, in a form reasonably acceptable
                  to the Purchaser, and attached thereto the resolutions of
                  Master Funding authorizing the transactions contemplated by
                  this Agreement, together with copies of the written consent of
                  the sole member, limited liability company agreement and
                  certificate of good standing of Master Funding;

                           (vi) One or more opinions of counsel from the
                  Mortgage Loan Sellers' counsel otherwise in form and substance
                  reasonably satisfactory to the Purchaser, the Trustee and each
                  Rating Agency;

                           (vii) A letter from each of the Rating Agencies
                  giving each Class of Certificates set forth on Schedule A
                  hereto the rating set forth therein; and

                           (viii) Such other documents, certificates (including
                  additional representations and warranties) and opinions as may
                  be reasonably necessary to secure the intended ratings from
                  each Rating Agency for the Certificates.

                  (3) The Certificates to be sold to Bear Stearns pursuant to
         the Underwriting Agreement shall have been issued and sold to Bear
         Stearns.

                  (4) Each Mortgage Loan Seller shall have furnished to the
         Purchaser such other certificates of its officers or others and such
         other documents and opinions of counsel to evidence fulfillment of the
         conditions set forth in this Agreement and the transactions
         contemplated hereby as the Purchaser and their respective counsel may
         reasonably request.

         (b) The obligations of each Mortgage Loan Seller under this Agreement
shall be subject to the satisfaction, on or prior to the Closing Date, of the
following conditions:

                  (1) The obligations of the Purchaser required to be performed
         by it on or prior to the Closing Date pursuant to the terms of this
         Agreement shall have been duly performed and complied with in all
         material respects, and all of the representations and warranties of the
         Purchaser under this Agreement shall be true and correct in all
         material respects as of the date hereof and as of the Closing Date, and
         no event shall have occurred which would constitute a breach by it of
         the terms of this Agreement or the Pooling and Servicing Agreement, and
         each Mortgage Loan Seller shall have received a certificate to that
         effect signed by an authorized officer of the Purchaser.

                  (2) Each Mortgage Loan Seller shall have received copies of
         all of the following closing documents, in such forms as are agreed
         upon and reasonably acceptable to each Mortgage Loan Seller, duly
         executed by all signatories other than the related Mortgage Loan Seller
         as required pursuant to the respective terms thereof:

                           (i) If required pursuant to Section 3 hereof, the
                  Amendment dated as of the Closing Date and any documents
                  referred to therein;

                           (ii) The Pooling and Servicing Agreement, in form and
                  substance reasonably satisfactory to the Sponsor and the
                  Trustee, and all documents required thereby duly executed by
                  all signatories;

                           (iii) A certificate of an officer of the Purchaser
                  dated as of the Closing Date, in a form reasonably acceptable
                  to the Mortgage Loan Seller, and attached thereto the written
                  consent of the member of the Purchaser authorizing the
                  transactions contemplated by this Agreement, the Pooling and
                  Servicing Agreement, together with copies of the Purchaser's
                  certificate of formation, limited liability company agreement
                  and evidence as to the good standing of the Purchaser dated as
                  of a recent date;

                           (iv) One or more opinions of counsel from the
                  Purchaser's counsel in form and substance reasonably
                  satisfactory to each Mortgage Loan Seller, the Trustee and the
                  Rating Agencies; and

                           (v) Such other documents, certificates (including
                  additional representations and warranties) and opinions as may
                  be reasonably necessary to secure the intended rating from
                  each Rating Agency for the Certificates.

         SECTION 12. Fees and Expenses. Subject to Section 17 hereof, the
Sponsor (on its own behalf as a Mortgage Loan Seller and on behalf of Master
Funding) shall pay on the Closing Date or such later date as may be agreed to by
the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers' attorneys
and the reasonable fees and expenses of the Purchaser's attorneys, (ii) the fees
and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser's
Registration Statement based on the aggregate original principal amount of the
Certificates and the filing fee of the Commission as in effect on the date on
which the Registration Statement was declared effective, (iv) the fees and
expenses including counsel's fees and expenses in connection with any "blue sky"
and legal investment matters, (v) the fees and expenses of the Trustee which
shall include without limitation the fees and expenses of the Trustee (and the
fees and disbursements of its counsel) with respect to (A) legal and document
review of this Agreement, the Pooling and Servicing Agreement, the Certificates
and related agreements, (B) attendance at the Closing and (C) review of the
Mortgage Loans to be performed by the Trustee or the Custodian on its behalf,
(vi) the expenses for printing or otherwise reproducing the Certificates, the
Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each
Rating Agency (both initial and ongoing), (viii) the fees and expenses relating
to the preparation and recordation of mortgage assignments (including
intervening assignments, if any and if available, to evidence a complete chain
of title from the originator to the Trustee) from the Mortgage Loan Seller to
the Trustee or the expenses relating to the Opinion of Counsel referred to in
Section 6(a) hereof, as the case may be and (ix) Mortgage File due diligence
expenses and other out-of-pocket expenses incurred by the Purchaser in
connection with the purchase of the Mortgage Loans and by Bear Stearns in
connection with the sale of the Certificates. The Sponsor (on its own behalf as
a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to
pay directly to any third party on a timely basis the fees provided for above
which are charged by such third party and which are billed periodically.

         SECTION 13. Accountants' Letters.

         (a) Deloitte & Touche LLP will review the characteristics of a sample
of the Mortgage Loans described in the Final Mortgage Loan Schedule and will
compare those characteristics to the description of the Mortgage Loans contained
in the Prospectus Supplement under the captions "Summary--The Mortgage Loans"
and "The Mortgage Pool" and in Schedule A thereto. The Sponsor (on its own
behalf as a Mortgage Loan Seller and on behalf of Master Funding) will cooperate
with the Purchaser in making available all information and taking all steps
reasonably necessary to permit such accountants to complete the review and to
deliver the letters required of them under the Underwriting Agreement. Deloitte
& Touche LLP will also confirm certain calculations as set forth under the
caption "Yield, Prepayment and Maturity Considerations" in the Prospectus
Supplement.

         (b) To the extent statistical information with respect to the Sponsor's
servicing portfolio is included in the Prospectus Supplement under the caption
"Servicing of the Mortgage Loans--The Master Servicer--Delinquency and
Foreclosure Experience of the Sponsor," a letter from the certified public
accountant for the Sponsor will be delivered to the Purchaser dated the date of
the Prospectus Supplement, in the form previously agreed to by the Sponsor and
the Purchaser, with respect to such statistical information.

         SECTION 14. Indemnification.

         (a) The Sponsor (on its own behalf as a Mortgage Loan Seller and on
behalf of Master Funding) shall indemnify and hold harmless the Purchaser and
its directors, officers and controlling persons (as defined in Section 15 of the
Securities Act) from and against any loss, claim, damage or liability or action
in respect thereof, to which they or any of them may become subject, under the
Securities Act or otherwise, insofar as such loss, claim, damage, liability or
action arises out of, or is based upon (i) any untrue statement of a material
fact contained in the Mortgage Loan Sellers' Information as identified in
Exhibit 3, the omission to state in the Group I Free Writing Prospectus, the
Group II Free Writing Prospectus, the Prospectus Supplement or Prospectus (or
any amendment thereof or supplement thereto approved by the Sponsor (on its own
behalf as a Mortgage Loan Seller and on behalf of Master Funding) and in which
additional Mortgage Loan Sellers' Information is identified), in reliance upon
and in conformity with Mortgage Loan Sellers' Information a material fact
required to be stated therein or necessary to make the statements therein in
light of the circumstances in which they were made, not misleading, (ii) any
representation or warranty assigned or made by the Sponsor in Section 7 or
Section 8 or by Master Funding in Section 10 hereof being, or alleged to be,
untrue or incorrect, or (iii) any failure by the Sponsor (on its own behalf as a
Mortgage Loan Seller and on behalf of Master Funding) to perform its obligations
under this Agreement; and the Sponsor (on its own behalf as a Mortgage Loan
Seller and on behalf of Master Funding) shall reimburse the Purchaser and each
other indemnified party for any legal and other expenses reasonably incurred by
them in connection with investigating or defending or preparing to defend
against any such loss, claim, damage, liability or action.

         The foregoing indemnity agreement is in addition to any liability which
the Sponsor or Master Funding otherwise may have to the Purchaser or any other
such indemnified party.

         (b) The Purchaser shall indemnify and hold harmless each Mortgage Loan
Seller and its respective directors, officers and controlling persons (as
defined in Section 15 of the Securities Act) from and against any loss, claim,
damage or liability or action in respect thereof, to which they or any of them
may become subject, under the Securities Act or otherwise, insofar as such loss,
claim, damage, liability or action arises out of, or is based upon (i) any
untrue statement of a material fact contained in the Purchaser's Information as
identified in Exhibit 4, the omission to state in the Prospectus Supplement or
Prospectus (or any amendment thereof or supplement thereto approved by the
Purchaser and in which additional Purchaser's Information is identified), in
reliance upon and in conformity with the Purchaser's Information, a material
fact required to be stated therein or necessary to make the statements therein
in light of the circumstances in which they were made, not misleading, (ii) any
representation or warranty made by the Purchaser in Section 9 hereof being, or
alleged to be, untrue or incorrect, or (iii) any failure by the Purchaser to
perform its obligations under this Agreement; and the Purchaser shall reimburse
each Mortgage Loan Seller, and each other indemnified party for any legal and
other expenses reasonably incurred by them in connection with investigating or
defending or preparing to defend any such loss, claim, damage, liability or
action. The foregoing indemnity agreement is in addition to any liability which
the Purchaser otherwise may have to the Mortgage Loan Sellers, or any other such
indemnified party.

         (c) Promptly after receipt by an indemnified party under subsection (a)
or (b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify each party against whom indemnification is
to be sought in writing of the commencement thereof (but the failure so to
notify an indemnifying party shall not relieve it from any liability which it
may have under this Section 14 except to the extent that it has been prejudiced
in any material respect by such failure or from any liability which it may have
otherwise). In case any such action is brought against any indemnified party,
and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the extent it
may elect by written notice delivered to the indemnified party promptly (but, in
any event, within 30 days) after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof with counsel reasonably
satisfactory to such indemnified party. Notwithstanding the foregoing, the
indemnified party or parties shall have the right to employ its or their own
counsel in any such case, but the fees and expenses of such counsel shall be at
the expense of such indemnified party or parties unless (i) the employment of
such counsel shall have been authorized in writing by one of the indemnifying
parties in connection with the defense of such action, (ii) the indemnifying
parties shall not have employed counsel to have charge of the defense of such
action within a reasonable time after notice of commencement of the action, or
(iii) such indemnified party or parties shall have reasonably concluded that
there is a conflict of interest between itself or themselves and the
indemnifying party in the conduct of the defense of any claim or that the
interests of the indemnified party or parties are not substantially co-extensive
with those of the indemnifying party (in which case the indemnifying parties
shall not have the right to direct the defense of such action on behalf of the
indemnified party or parties), in any of which events such fees and expenses
shall be borne by the indemnifying parties (provided, however, that the
indemnifying party shall be liable only for the fees and expenses of one counsel
in addition to one local counsel in the jurisdiction involved. Anything in this
subsection to the contrary notwithstanding, an indemnifying party shall not be
liable for any settlement or any claim or action effected without its written
consent; provided, however, that such consent was not unreasonably withheld.

         (d) If the indemnification provided for in paragraphs (a) and (b) of
this Section 14 shall for any reason be unavailable to an indemnified party in
respect of any loss, claim, damage or liability, or any action in respect
thereof, referred to in Section 14, then the indemnifying party shall in lieu of
indemnifying the indemnified party contribute to the amount paid or payable by
such indemnified party as a result of such loss, claim, damage or liability, or
action in respect thereof, in such proportion as shall be appropriate to reflect
the relative benefits received by the Mortgage Loan Sellers on the one hand and
the Purchaser on the other from the purchase and sale of the Mortgage Loans, the
offering of the Certificates and the other transactions contemplated hereunder.
No person found liable for a fraudulent misrepresentation shall be entitled to
contribution from any person who is not also found liable for such fraudulent
misrepresentation.

         (e) The parties hereto agree that reliance by an indemnified party on
any publicly available information or any information or directions furnished by
an indemnifying party shall not constitute negligence, bad faith or willful
misconduct by such indemnified party.

         SECTION 15. Notices. All demands, notices and communications hereunder
shall be in writing but may be delivered by facsimile transmission subsequently
confirmed in writing. Notices to the Sponsor shall be directed to EMC Mortgage
Corporation, 909 Hidden Ridge Drive, Suite 200 Irving, Texas 75038, (Telecopy:
(972-444-2880)); notices to Master Funding shall be directed to Master Funding
LLC, 909 Hidden Ridge Drive, Suite 200 Irving, Texas 75038; and notices to the
Purchaser shall be directed to Bear Stearns Asset Backed Securities I LLC, 383
Madison Avenue, New York, New York 10179, (Telecopy: (212-272-7206)), Attention:
Chief Counsel; or to any other address as may hereafter be furnished by one
party to the other party by like notice. Any such demand, notice or
communication hereunder shall be deemed to have been received on the date
received at the premises of the addressee (as evidenced, in the case of
registered or certified mail, by the date noted on the return receipt) provided
that it is received on a business day during normal business hours and, if
received after normal business hours, then it shall be deemed to be received on
the next business day.

         SECTION 16. Transfer of Mortgage Loans. The Purchaser retains the right
to assign the Mortgage Loans and any or all of its interest under this Agreement
to the Trustee without the consent of the Mortgage Loan Sellers, and, upon such
assignment, the Trustee shall succeed to the applicable rights and obligations
of the Purchaser hereunder; provided, however, the Purchaser shall remain
entitled to the benefits set forth in Sections 12, 14 and 18 hereto and as
provided in Section 2(a). Notwithstanding the foregoing, the sole and exclusive
right and remedy of the Trustee with respect to a breach of representation or
warranty of the Mortgage Loan Sellers shall be the cure, purchase or
substitution obligations of the Sponsor contained in Sections 5 and 7 hereof.

         SECTION 17. Termination. This Agreement may be terminated (a) by the
mutual consent of the parties hereto prior to the Closing Date, (b) by the
Purchaser, if the conditions to the Purchaser's obligation to close set forth
under Section 11(a) hereof are not fulfilled as and when required to be
fulfilled or (c) by any Mortgage Loan Seller, if the conditions to the Mortgage
Loan Sellers' obligation to close set forth under Section 11(b) hereof are not
fulfilled as and when required to be fulfilled. In the event of termination
pursuant to clause (b), the Sponsor (on its own behalf as a Mortgage Loan Seller
and on behalf of Master Funding) shall pay, and in the event of termination
pursuant to clause (c), the Purchaser shall pay, all reasonable out-of-pocket
expenses incurred by the other in connection with the transactions contemplated
by this Agreement. In the event of a termination pursuant to clause (a), each
party shall be responsible for its own expenses.

         SECTION 18. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, or contained in certificates of officers of the Mortgage Loan Sellers
submitted pursuant hereto, shall remain operative and in full force and effect
and shall survive delivery of the Mortgage Loans to the Purchaser (and by the
Purchaser to the Trustee). Subsequent to the delivery of the Mortgage Loans to
the Purchaser, each of the Sponsor's representations and warranties contained
herein with respect to the Mortgage Loans shall be deemed to relate to the
Mortgage Loans actually delivered to the Purchaser and included in the Final
Mortgage Loan Schedule and any Replacement Mortgage Loan and not to those
Mortgage Loans deleted from the Preliminary Mortgage Loan Schedule pursuant to
Section 3 hereof prior to the Closing.

         SECTION 19. Severability. If any provision of this Agreement shall be
prohibited or invalid under applicable law, this Agreement shall be ineffective
only to such extent, without invalidating the remainder of this Agreement.

         SECTION 20. Counterparts. This Agreement may be executed in
counterparts, each of which will be an original, but which together shall
constitute one and the same agreement.

         SECTION 21. Amendment. This Agreement cannot be amended or modified in
any manner without the prior written consent of each party.

         SECTION 22. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW.

         SECTION 23. Further Assurances. Each of the parties agrees to execute
and deliver such instruments and take such actions as another party may, from
time to time, reasonably request in order to effectuate the purpose and to carry
out the terms of this Agreement including any amendments hereto which may be
required by either Rating Agency.

         SECTION 24. Successors and Assigns. This Agreement shall bind and inure
to the benefit of and be enforceable by each of the Mortgage Loan Sellers and
the Purchaser and their permitted successors and assigns and, to the extent
specified in Section 14 hereof, Bear Stearns, and their directors, officers and
controlling persons (within the meaning of federal securities laws). The
Mortgage Loan Sellers acknowledge and agree that the Purchaser may assign its
rights under this Agreement (including, without limitation, with respect to the
Sponsor's representations and warranties respecting the Mortgage Loans) to the
Trustee. Any person into which any Mortgage Loan Seller may be merged or
consolidated (or any person resulting from any merger or consolidation involving
such Mortgage Loan Seller), any person resulting from a change in form of such
Mortgage Loan Seller or any person succeeding to the business of such Mortgage
Loan Seller, shall be considered the "successor" of such Mortgage Loan Seller
hereunder and shall be considered a party hereto without the execution or filing
of any paper or any further act or consent on the part of any party hereto.
Except as provided in the two preceding sentences, this Agreement cannot be
assigned, pledged or hypothecated by either party hereto without the written
consent of the other parties to this Agreement and any such assignment or
purported assignment shall be deemed null and void.

         SECTION 25. The Mortgage Loan Sellers. The Mortgage Loan Sellers will
keep in full force and effect its existence, all rights and franchises as a
corporation under the laws of the State of its incorporation and will obtain and
preserve its qualification to do business as a foreign corporation in each
jurisdiction in which such qualification is necessary to perform its obligations
under this Agreement.

         SECTION 26. Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties with respect to the subject
matter hereof, and supersedes all prior and contemporaneous agreements,
understandings, inducements and conditions, express or implied, oral or written,
of any nature whatsoever with respect to the subject matter hereof.

         SECTION 27. No Partnership. Nothing herein contained shall be deemed or
construed to create a partnership or joint venture between the parties hereto.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused their names
to be signed hereto by their respective duly authorized officers as of the date
first above written.

                                      EMC MORTGAGE CORPORATION

                                      By:
                                          ---------------------------------
                                      Name:
                                      Title:


                                      BEAR STEARNS ASSET BACKED SECURITIES I LLC


                                      By:
                                          ---------------------------------
                                      Name:
                                      Title:


                                      MASTER FUNDING LLC


                                      By:
                                          ---------------------------------
                                      Name:
                                      Title:

<PAGE>


                                    EXHIBIT 1
                            CONTENTS OF MORTGAGE FILE

         With respect to each Mortgage Loan, the Mortgage File shall include
each of the following items, which shall be available for inspection by the
Purchaser or its designee, and which shall be delivered to the Purchaser or its
designee pursuant to the terms of this Agreement.

(i)      The original Mortgage Note, including any riders thereto, endorsed
         without recourse to the order of "LaSalle Bank National Association, as
         Trustee for certificateholders of Bear Stearns Asset Backed Securities
         I LLC, Asset-Backed Certificates, Series 200__-___," and showing to the
         extent available to the related Mortgage Loan Seller an unbroken chain
         of endorsements from the original payee thereof to the Person endorsing
         it to the Trustee;

(ii)     the original Mortgage and, if the related Mortgage Loan is a MOM Loan,
         noting the presence of the MIN and language indicating that such
         Mortgage Loan is a MOM Loan, which shall have been recorded (or if the
         original is not available, a copy), with evidence of such recording
         indicated thereon (or if clause (x) in the proviso below applies, shall
         be in recordable form);

(iii)    unless the Mortgage Loan is a MOM Loan, the assignment (either an
         original or a copy, which may be in the form of a blanket assignment if
         permitted in the jurisdiction in which the Mortgaged Property is
         located) to the Trustee of the Mortgage with respect to each Mortgage
         Loan in the name of "LaSalle Bank National Association, as Trustee for
         certificateholders of Bear Stearns Asset Backed Securities I LLC,
         Asset-Backed Certificates, Series 200__-___," which shall have been
         recorded (or if clause (x) in the proviso below applies, shall be in
         recordable form);

(iv)     an original or a copy of all intervening assignments of the Mortgage,
         if any, to the extent available to the related Mortgage Loan Seller,
         with evidence of recording thereon;

(v)      the original policy of title insurance or mortgagee's certificate of
         title insurance or commitment or binder for title insurance, if
         available, or a copy thereof, or, in the event that such original title
         insurance policy is unavailable, a photocopy thereof, or in lieu
         thereof, a current lien search on the related Mortgaged Property and

(vi)     originals or copies of all available assumption, modification or
         substitution agreements, if any; provided, however, that in lieu of the
         foregoing, the related Mortgage Loan Seller may deliver the following
         documents, under the circumstances set forth below: (x) if any
         Mortgage, assignment thereof to the Trustee or intervening assignments
         thereof have been delivered or are being delivered to recording offices
         for recording and have not been returned in time to permit their
         delivery as specified above, the Purchaser may deliver a true copy
         thereof with a certification by the related Mortgage Loan Seller or the
         title company issuing the commitment for title insurance, on the face
         of such copy, substantially as follows: "Certified to be a true and
         correct copy of the original, which has been transmitted for
         recording"; and (y) in lieu of the Mortgage Notes relating to the
         Mortgage Loans identified in the list set forth in Exhibit J to the
         Pooling and Servicing Agreement, the Purchaser may deliver a lost note
         affidavit and indemnity and a copy of the original note, if available;
         and provided, further, however, that in the case of Mortgage Loans
         which have been prepaid in full after the Cut-Off Date and prior to the
         Closing Date, the Purchaser, in lieu of delivering the above documents,
         may deliver to the Trustee and its Custodian a certification of a
         Servicing Officer to such effect and in such case shall deposit all
         amounts paid in respect of such Mortgage Loans, in the Protected
         Account or in the Distribution Account on the Closing Date. In the case
         of the documents referred to in clause (x) above, the Purchaser shall
         deliver such documents to the Trustee or its Custodian promptly after
         they are received. The Sponsor (on its own behalf as a Mortgage Loan
         Seller and on behalf of Master Funding) shall cause, at its expense,
         the Mortgage and intervening assignments, if any, and to the extent
         required in accordance with the foregoing, the assignment of the
         Mortgage to the Trustee to be submitted for recording promptly after
         the Closing Date; provided that the Sponsor (on its own behalf as a
         Mortgage Loan Seller and on behalf of Master Funding) need not cause to
         be recorded any assignment (a) in any jurisdiction under the laws of
         which, as evidenced by an Opinion of Counsel addressed to the Trustee
         delivered by the Sponsor (on its own behalf as a Mortgage Loan Seller
         and on behalf of Master Funding) to the Trustee, and the Rating
         Agencies, the recordation of such assignment is not necessary to
         protect the Trustee's interest in the related Mortgage Loan or (b) if
         MERS is identified on the Mortgage or on a properly recorded assignment
         of the Mortgage as mortgagee of record solely as nominee for the
         Sponsor (on its own behalf as a Mortgage Loan Seller and on behalf of
         Master Funding) and its successors and assigns. In the event that the
         Sponsor (on its own behalf as a Mortgage Loan Seller and on behalf of
         Master Funding), the Purchaser or the Master Servicer gives written
         notice to the Trustee that a court has recharacterized the sale of the
         Mortgage Loans as a financing, the Sponsor (on its own behalf as a
         Mortgage Loan Seller and on behalf of Master Funding) shall submit or
         cause to be submitted for recording as specified above or, should the
         Sponsor (on its own behalf as a Mortgage Loan Seller and on behalf of
         Master Funding) fail to perform such obligations, the Master Servicer
         shall cause each such previously unrecorded assignment to be submitted
         for recording as specified above at the expense of the Trust. In the
         event a Mortgage File is released to the Sponsor (on its own behalf as
         a Mortgage Loan Seller and on behalf of Master Funding) or the Master
         Servicer as a result of such Person having completed a Request for
         Release, the Custodian shall, if not so completed, complete the
         assignment of the related Mortgage in the manner specified in clause
         (iii) above.


<PAGE>


                                    EXHIBIT 2
                       MORTGAGE LOAN SCHEDULE INFORMATION

         The Preliminary and Final Mortgage Loan Schedules shall set forth the
following information with respect to each Mortgage Loan:

(i)      the loan sequence number;

(ii)     the Mortgage Loan identifying number;

(iii)    the EMC Loan identifying number;

(iv)     the current gross coupon;

(v)      the Servicing Fee Rate;

(vi)     the master servicing fee rate, if applicable;

(vii)    the LPMI Fee, if applicable;

(viii)   the Trustee Fee Rate;

(ix)     the current net coupon;

(x)      the maturity date;

(xi)     the original principal balance;

(xii)    the current principal balance;

(xiii)   the stated original term to maturity;

(xiv)    the stated remaining term to maturity;

(xv)     the property type;

(xvi)    the MIN with respect to each MOM Loan;

(xvii)   with respect to each Adjustable Rate Mortgage Loan, the Minimum
         Mortgage Rate;

(xviii)  with respect to each Adjustable Rate Mortgage Loan, the Maximum
         Mortgage Rate;

(xix)    with respect to each Adjustable Rate Mortgage Loan, the Gross Margin;

(xx)     with respect to each Adjustable Rate Mortgage Loan, the next Adjustment
         Date;

(xxi)    with respect to each Adjustable Rate Mortgage Loan, the Periodic Rate
         Cap;

(xxii)   the Loan Group;

(xxiii)  a code indicating whether such Mortgage Loan is a first lien Mortgage
         Loan or a second lien Mortgage Loan;

(xxiv)   the Prepayment Charge, if any; and

(xxv)    a code indicating whether the Mortgage Loan is an EMC Mortgage Loan or
         a Master Funding Mortgage Loan.


<PAGE>


                                    EXHIBIT 3
                       MORTGAGE LOAN SELLERS' INFORMATION

         All information in the Prospectus Supplement described under the
following captions: "SUMMARY -- The Mortgage Loans," "THE MORTGAGE POOL" and
"SCHEDULE A -- Mortgage Loan Statistical Data."



<PAGE>


                                    EXHIBIT 4
                             PURCHASER'S INFORMATION

         All information in the Prospectus Supplement and the Prospectus, except
the Mortgage Loan Sellers' Information.


<PAGE>


                                    EXHIBIT 5
                             SCHEDULE OF LOST NOTES

                             Available Upon Request


<PAGE>


                                    EXHIBIT 6

                                                      REVISED August 1, 2005

APPENDIX E - STANDARD & POOR'S PREDATORY LENDING CATEGORIES

Standard & Poor's has categorized loans governed by anti-predatory lending laws
in the Jurisdictions listed below into three categories based upon a combination
of factors that include (a) the risk exposure associated with the assignee
liability and (b) the tests and thresholds set forth in those laws. Note that
certain loans classified by the relevant statute as Covered are included in
Standard & Poor's High Cost Loan Category because they included thresholds and
tests that are typical of what is generally considered High Cost by the
industry.

STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
<TABLE>
<CAPTION>
-------------------------------------- ----------------------------------------------- -------------------------------
         State/Jurisdiction                     Name of Anti-Predatory Lending           Category under Applicable
                                                      Law/Effective Date                 Anti-Predatory Lending Law
-------------------------------------- ----------------------------------------------- -------------------------------
<S>                                    <C>                                               <C>
Arkansas                               Arkansas Home Loan Protection Act, Ark. Code      High Cost Home Loan
                                       Ann. ss.ss. 23-53-101 et seq.

                                       Effective July 16, 2003
-------------------------------------- ----------------------------------------------- -------------------------------
Cleveland Heights, OH                  Ordinance No. 72-2003 (PSH), Mun. Code ss.ss.     Covered Loan
                                       757.01 et seq.

                                       Effective June 2, 2003
-------------------------------------- ----------------------------------------------- -------------------------------
Colorado                               Consumer Equity Protection, Colo. Stat. Ann.      Covered Loan
                                       ss.ss. 5-3.5-101 et seq.

                                       Effective for covered loans offered or
                                       entered into on or after January 1, 2003.
                                       Other provisions of the Act took effect on
                                       June 7, 2002
-------------------------------------- ----------------------------------------------- -------------------------------
Connecticut                            Connecticut Abusive Home Loan Lending             High Cost Home Loan
                                       Practices Act, Conn. Gen. Stat. ss.ss. 36a-746
                                       et seq.

                                       Effective October 1, 2001
-------------------------------------- ----------------------------------------------- -------------------------------
District of Columbia                   Home Loan Protection Act, D.C. Code ss.ss.        Covered Loan
                                       26-1151.01 et seq.

                                       Effective for loans closed on or after
                                       January 28, 2003
-------------------------------------- ----------------------------------------------- -------------------------------
Florida                                Fair Lending Act, Fla. Stat. Ann. ss.ss.          High Cost Home Loan
                                       494.0078 et seq.

                                       Effective October 2, 2002
-------------------------------------- ----------------------------------------------- -------------------------------
Georgia (Oct. 1, 2002 - Mar. 6,        Georgia Fair Lending Act, Ga. Code Ann. ss.ss.    High Cost Home Loan
2003)                                  7-6A-1 et seq.
-------------------------------------- ----------------------------------------------- -------------------------------
</TABLE>

STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
<TABLE>
<CAPTION>
-------------------------------------- ----------------------------------------------- -------------------------------
         State/Jurisdiction                     Name of Anti-Predatory Lending           Category under Applicable
                                                      Law/Effective Date                 Anti-Predatory Lending Law
-------------------------------------- ----------------------------------------------- -------------------------------
<S>                                    <C>                                               <C>
                                       Effective October 1, 2002 - March 6, 2003
-------------------------------------- ----------------------------------------------- -------------------------------
Georgia as amended (Mar. 7, 2003 -     Georgia Fair Lending Act, Ga. Code Ann. ss.ss.    High Cost Home Loan
current)                               7-6A-1 et seq.

                                       Effective for loans closed on or after March
                                       7, 2003
-------------------------------------- ----------------------------------------------- -------------------------------
HOEPA Section 32                       Home Ownership and Equity Protection Act of       High Cost Loan
                                       1994, 15 U.S.C. ss. 1639, 12 C.F.R. ss.ss. 226.32
                                       and 226.34

                                       Effective October 1, 1995, amendments October
                                       1, 2002
-------------------------------------- ----------------------------------------------- -------------------------------
Illinois                               High Risk Home Loan Act, Ill. Comp. Stat.         High Risk Home Loan
                                       tit. 815, ss.ss. 137/5 et seq.

                                       Effective January 1, 2004 (prior to this
                                       date, regulations under Residential
                                       Mortgage License Act effective from May
                                       14, 2001)
-------------------------------------- ----------------------------------------------- -------------------------------
Kansas                                 Consumer Credit Code, Kan. Stat. Ann. ss.ss.      High Loan to Value Consumer
                                       16a-1-101 et seq.                                 Loan (id. ss. 16a-3-207) and;
                                                                                         -----------------------------
                                       Sections 16a-1-301 and 16a-3-207 became           High APR Consumer Loan (id.
                                       effective April 14, 1999; Section 16a-3-308a      ss. 16a-3-308a)
                                       became effective July 1, 1999
-------------------------------------- ----------------------------------------------- -------------------------------
Kentucky                               2003 KY H.B. 287 - High Cost Home Loan Act,       High Cost Home Loan
                                       Ky. Rev. Stat. ss.ss. 360.100 et seq.

                                       Effective June 24, 2003
-------------------------------------- ----------------------------------------------- -------------------------------
Maine                                  Truth in Lending, Me. Rev. Stat. tit. 9-A, ss.ss. High Rate High Fee Mortgage
                                       8-101 et seq.

                                       Effective September 29, 1995 and as amended
                                       from time to time
-------------------------------------- ----------------------------------------------- -------------------------------
Massachusetts                          Part 40 and Part 32, 209 C.M.R. ss.ss. 32.00 et   High Cost Home Loan
                                       seq. and 209 C.M.R. ss.ss. 40.01 et seq.
-------------------------------------- ----------------------------------------------- -------------------------------
</TABLE>


<PAGE>


STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
<TABLE>
<CAPTION>
-------------------------------------- ----------------------------------------------- -------------------------------
         State/Jurisdiction                     Name of Anti-Predatory Lending           Category under Applicable
                                                      Law/Effective Date                 Anti-Predatory Lending Law
-------------------------------------- ----------------------------------------------- -------------------------------
<S>                                    <C>                                               <C>
                                       Effective March 22, 2001 and amended from
                                       time to time
-------------------------------------- ----------------------------------------------- -------------------------------
Nevada                                 Assembly Bill No. 284, Nev. Rev. Stat. ss.ss.     Home Loan
                                       598D.010 et seq.

                                       Effective October 1, 2003
-------------------------------------- ----------------------------------------------- -------------------------------
New Jersey                             New Jersey Home Ownership Security Act of         High Cost Home Loan
                                       2002, N.J. Rev. Stat. ss.ss. 46:10B-22 et seq.

                                       Effective for loans closed on or after
                                       November 27, 2003
-------------------------------------- ----------------------------------------------- -------------------------------
New Mexico                             Home Loan Protection Act, N.M. Rev. Stat. ss.ss.  High Cost Home Loan
                                       58-21A-1 et seq.

                                       Effective as of January 1, 2004; Revised as
                                       of February 26, 2004
-------------------------------------- ----------------------------------------------- -------------------------------
New York                               N.Y. Banking Law Article 6-l                      High Cost Home Loan

                                       Effective for applications made on or after
                                       April 1, 2003
-------------------------------------- ----------------------------------------------- -------------------------------
North Carolina                         Restrictions and Limitations on High Cost         High Cost Home Loan
                                       Home Loans, N.C. Gen. Stat. ss.ss. 24-1.1E et
                                       seq.

                                       Effective July 1, 2000; amended October
                                       1, 2003 (adding open-end lines of credit)
-------------------------------------- ----------------------------------------------- -------------------------------
Ohio                                   H.B. 386 (codified in various sections of the     Covered Loan
                                       Ohio Code), Ohio Rev. Code Ann. ss.ss. 1349.25 et
                                       seq.

                                       Effective May 24, 2002
-------------------------------------- ----------------------------------------------- -------------------------------
Oklahoma                               Consumer Credit Code (codified in various         Subsection 10 Mortgage
                                       sections of Title 14A)

                                       Effective July 1, 2000; amended effective
                                       January 1, 2004
-------------------------------------- ----------------------------------------------- -------------------------------
South Carolina                         South Carolina High Cost and Consumer Home        High Cost Home Loan
                                       Loans Act, S.C. Code
-------------------------------------- ----------------------------------------------- -------------------------------
</TABLE>


<PAGE>


STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
<TABLE>
<CAPTION>
-------------------------------------- ----------------------------------------------- -------------------------------
         State/Jurisdiction                     Name of Anti-Predatory Lending           Category under Applicable
                                                      Law/Effective Date                 Anti-Predatory Lending Law
-------------------------------------- ----------------------------------------------- -------------------------------
<S>                                    <C>                                               <C>
                                       Ann. ss.ss. 37-23-10 et seq.

                                       Effective for loans taken on or after January
                                       1, 2004
-------------------------------------- ----------------------------------------------- -------------------------------
West Virginia                          West Virginia Residential Mortgage Lender,        West Virginia Mortgage Loan
                                       Broker and Servicer Act, W. Va. Code Ann. ss.ss.  Act Loan
                                       31-17-1 et seq.
                                       Effective June 5, 2002
-------------------------------------- ----------------------------------------------- -------------------------------
</TABLE>

STANDARD & POOR'S COVERED LOAN CATEGORIZATION
<TABLE>
<CAPTION>
-------------------------------------- ----------------------------------------------- -------------------------------
         State/Jurisdiction                     Name of Anti-Predatory Lending           Category under Applicable
                                                      Law/Effective Date                 Anti-Predatory Lending Law
-------------------------------------- ----------------------------------------------- -------------------------------
<S>                                    <C>                                               <C>
Georgia (Oct. 1, 2002 - Mar. 6,        Georgia Fair Lending Act, Ga. Code Ann. ss.ss.    Covered Loan
2003)                                  7-6A-1 et seq.

                                       Effective October 1, 2002 - March 6, 2003
-------------------------------------- ----------------------------------------------- -------------------------------
New Jersey                             New Jersey Home Ownership Security Act of         Covered Home Loan
                                       2002, N.J. Rev. Stat. ss.ss. 46:10B-22 et seq.

                                       Effective November 27, 2003 - July 5, 2004
-------------------------------------- ----------------------------------------------- -------------------------------
</TABLE>

STANDARD & POOR'S HOME LOAN CATEGORIZATION
<TABLE>
<CAPTION>
-------------------------------------- ----------------------------------------------- -------------------------------
         State/Jurisdiction                     Name of Anti-Predatory Lending           Category under Applicable
                                                      Law/Effective Date                 Anti-Predatory Lending Law
-------------------------------------- ----------------------------------------------- -------------------------------
<S>                                    <C>                                               <C>
Georgia (Oct. 1, 2002 - Mar. 6,        Georgia Fair Lending Act, Ga. Code Ann. ss.ss.    Home Loan
2003)                                  7-6A-1 et seq.

                                       Effective October 1, 2002 - March 6, 2003
-------------------------------------- ---------------------------------------------- --------------------------------
New Jersey                             New Jersey Home Ownership Security                Home Loan
-------------------------------------- ---------------------------------------------- --------------------------------
</TABLE>


<PAGE>


STANDARD & POOR'S HOME LOAN CATEGORIZATION
<TABLE>
<CAPTION>
-------------------------------------- ----------------------------------------------- -------------------------------
         State/Jurisdiction                     Name of Anti-Predatory Lending           Category under Applicable
                                                      Law/Effective Date                 Anti-Predatory Lending Law
-------------------------------------- ----------------------------------------------- -------------------------------
<S>                                    <C>                                               <C>
                                       Act of 2002, N.J. Rev. Stat. ss.ss. 46:10B-22 et
                                       seq.

                                       Effective for loans closed on or after
                                       November 27, 2003
-------------------------------------- ---------------------------------------------- --------------------------------
New Mexico                             Home Loan Protection Act, N.M. Rev. Stat. ss.ss.  Home Loan
                                       58-21A-1 et seq.

                                       Effective as of January 1, 2004; Revised as
                                       of February 26, 2004
-------------------------------------- ---------------------------------------------- --------------------------------
North Carolina                         Restrictions and Limitations on High Cost         Consumer Home Loan
                                       Home Loans, N.C. Gen. Stat. ss.ss. 24-1.1E et
                                       seq.

                                       Effective July 1, 2000; amended October
                                       1, 2003 (adding open-end lines of credit)
-------------------------------------- ---------------------------------------------- --------------------------------
South Carolina                         South Carolina High Cost and Consumer Home        Consumer Home Loan
                                       Loans Act, S.C. Code Ann. ss.ss. 37-23-10 et
                                       seq.

                                       Effective for loans taken on or after
                                       January 1, 2004
-------------------------------------- ---------------------------------------------- --------------------------------
</TABLE>


<PAGE>


                                   SCHEDULE A

                 REQUIRED RATINGS FOR EACH CLASS OF CERTIFICATES

                               Public Certificates

                 Class                  S&P                Moody's
               ---------              -------             ---------
                 I-A-1                  AAA                  Aaa
                 I-A-2                  AAA                  Aaa
                 I-A-3                  AAA                  Aaa
                 I-M-1                  AA+                  Aa1
                 I-M-2                   AA                  Aa2
                 I-M-3                  AA-                  Aa3
                 I-M-4                   A                   A2
                 I-B-1                   A-                  A3
                 I-B-2                  BBB+                Baa1
                 I-B-3                  BBB                 Baa2
                 I-B-4                  BBB-                Baa3
                II-A-1                  AAA                  Aaa
                II-A-2                  AAA                  Aaa
                II-A-3                  AAA                  Aaa
                II-M-1                  AA+                  Aa1
                II-M-2                   AA                  Aa2
                II-M-3                  AA-                  Aa3
                II-M-4                   A                   A2
                II-B-1                   A-                  A3
                II-B-2                  BBB+                Baa1
                II-B-3                  BBB                 Baa2
                II-B-4                  BBB-                Baa3

None of the above ratings has been lowered, qualified or withdrawn since the
dates of issuance of such ratings by the Rating Agencies.


                              Private Certificates

             Class                   S&P                   Moody's
           ---------             -----------             -----------
             I-B-6                   BB+                     Ba1
             I-B-7                    BB                     Ba2
            II-B-6                   BB+                     Ba1
            II-B-7                    BB                     Ba2
             I-R-1                Not Rated               Not Rated
             I-R-2                Not Rated               Not Rated
             I-R-3                Not Rated               Not Rated
             I-RX                 Not Rated               Not Rated
            II-R-1                Not Rated               Not Rated
            II-R-2                Not Rated               Not Rated
            II-R-3                Not Rated               Not Rated
             II-RX                Not Rated               Not Rated


<PAGE>


                                    EXHIBIT N

                       SERVICING CRITERIA TO BE ADDRESSED
                           IN ASSESSMENT OF COMPLIANCE
KEY:
----
 X  - obligation
[X] - under consideration for obligation

Where there are multiple checks for criteria the attesting party will identify
in their management assertion that they are attesting only to the portion of the
distribution chain they are responsible for in the related transaction
agreements.

<TABLE>
<CAPTION>
------------------ ---------------------------------- ------------- ---------- ------------- ------------ ------------ ------------
REG AB REFERENCE   SERVICING CRITERIA                 PRIMARY       MASTER     SECURITIES    CUSTODIAN    PAYING       TRUSTEE
                                                      SERVICER      SERVICER   ADMIN                      AGENT
------------------ ---------------------------------- ------------- ---------- ------------- ------------ ------------ ------------
                   GENERAL SERVICING CONSIDERATIONS
------------------ ---------------------------------- ------------- ---------- ------------- ------------ ------------ ------------
<S>                <C>                                <C>           <C>         <C>           <C>          <C>          <C>
1122(d)(1)(i)      Policies   and   procedures   are       X            X            X                                      X
                   instituted    to   monitor    any                                                                   (Sec. 9.01)
                   performance   or  other  triggers
                   and    events   of   default   in
                   accordance  with the  transaction
                   agreements.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
1122(d)(1)(ii)     If   any    material    servicing       X            X            X
                   activities   are   outsourced  to
                   third   parties,   policies   and
                   procedures   are   instituted  to
                   monitor    the   third    party's
                   performance  and compliance  with
                   such servicing activities.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   Any     requirements    in    the
                   transaction     agreements     to
                   maintain a back-up  servicer  for
1122(d)(1)(iii)    the Pool Assets are maintained.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
1122(d)(1)(iv)     A  fidelity  bond and  errors and       X            X
                   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.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   CASH COLLECTION AND
                   ADMINISTRATION
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
1122(d)(2)(i)      Payments   on  pool   assets  are       X            X            X                         X
                   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.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   Disbursements   made   via   wire       X            X            X                         X            X
                   transfer  on behalf of an obligor
                   or to an  investor  are made only
1122(d)(2)(ii)     by authorized personnel.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   Advances  of funds or  guarantees       X            X            X                         X            X
                   regarding    collections,    cash                                                                   (Sec. 8.01)
                   flows or  distributions,  and any
                   interest  or other  fees  charged
                   for  such  advances,   are  made,
                   reviewed    and    approved    as
                   specified   in  the   transaction
1122(d)(2)(iii)    agreements.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   The  related   accounts  for  the                   [X]                                                  X
                   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
1122(d)(2)(iv)     transaction agreements.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   Each    custodial    account   is       X            X            X                                      X
                   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
1122(d)(2)(v)      Exchange Act.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   Unissued  checks are  safeguarded       X
                   so  as  to  prevent  unauthorized
1122(d)(2)(vi)     access.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
1122(d)(2)(vii)    Reconciliations  are  prepared on       X            X            X                         X            X
                   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.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   INVESTOR REMITTANCES AND
                   REPORTING
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
1122(d)(3)(i)      Reports to  investors,  including       X            X            X                                      X
                   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.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   Amounts  due  to  investors   are       X            X            X                         X            X
                   allocated    and    remitted   in
                   accordance    with    timeframes,
                   distribution  priority  and other
                   terms    set    forth    in   the
1122(d)(3)(ii)     transaction agreements.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   Disbursements    made    to    an       X            X            X                         X            X
                   investor  are  posted  within two
                   business  days to the  Servicer's
                   investor  records,  or such other
                   number of days  specified  in the
1122(d)(3)(iii)    transaction agreements.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   Amounts   remitted  to  investors       X            X            X                         X            X
                   per the  investor  reports  agree
                   with cancelled  checks,  or other
                   form  of  payment,  or  custodial
1122(d)(3)(iv)     bank statements.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   POOL ASSET ADMINISTRATION
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
1122(d)(4)(i)      Collateral  or  security  on pool       X            X
                   assets is  maintained as required
                   by the transaction  agreements or
                   related pool asset documents.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
1122(d)(4)(ii)     Pool     assets    and    related       X            X
                   documents  are   safeguarded   as
                   required   by   the   transaction
                   agreements
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
1122(d)(4)(iii)    Any   additions,    removals   or       X            X                                                   X
                   substitutions  to the asset  pool
                   are made,  reviewed  and approved
                   in     accordance     with    any
                   conditions  or   requirements  in
                   the transaction agreements.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
1122(d)(4)(iv)     Payments    on    pool    assets,       X
                   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.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   The Servicer's  records regarding       X
                   the pool  assets  agree  with the
                   Servicer's  records  with respect
                   to an obligor's  unpaid principal
1122(d)(4)(v)      balance.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   Changes   with   respect  to  the       X            X
                   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
1122(d)(4)(vi)     asset documents.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   Loss   mitigation   or   recovery       X            X
                   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
1122(d)(4)(vii)    agreements.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
1122(d)(4)(viii)   Records  documenting   collection       X
                   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).
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
1122(d)(4)(ix)     Adjustments  to interest rates or       X            X
                   rates of return  for pool  assets
                   with variable  rates are computed
                   based on the  related  pool asset
                   documents.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
1122(d)(4)(x)      Regarding   any  funds   held  in       X
                   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.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   Payments  made  on  behalf  of an       X
                   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
1122(d)(4)(xi)     transaction agreements.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   Any  late  payment  penalties  in       X
                   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
1122(d)(4)(xii)    or omission.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   Disbursements  made on  behalf of       X
                   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
1122(d)(4)(xiii)   transaction agreements.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   Delinquencies,   charge-offs  and                    X            X                                      X
                   uncollectible     accounts    are
                   recognized    and   recorded   in
                   accordance  with the  transaction
1122(d)(4)(xiv)    agreements.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   Any   external   enhancement   or                                 X                                      X
                   other   support,   identified  in
                   Item  1114(a)(1)  through  (3) or
                   Item  1115 of  Regulation  AB, is
                   maintained  as set  forth  in the
1122(d)(4)(xv)     transaction agreements.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
</TABLE>


<PAGE>


                                    EXHIBIT O

                        FORM 10-D, FORM 8-K AND FORM 10-K
                            REPORTING RESPONSIBILITY

As to each item described below, the entity indicated as the Responsible Party
shall be primarily responsible for reporting the information to the Securities
Administrator pursuant to Section 3.18(a)(iv). If the Securities Administrator
is indicated below as to any item, then the Securities Administrator is
primarily responsible for obtaining that information.

Under Item 1 of Form 10-D: a) items marked "6.07 statement" are required to be
included in the periodic Distribution Date statement under Section 6.07,
provided by the Securities Administrator based on information received from the
Master Servicer; and b) items marked "Form 10-D report" are required to be in
the Form 10-D report but not the 6.07 statement, provided by the party
indicated. Information under all other Items of Form 10-D is to be included in
the Form 10-D report.

<TABLE>
<CAPTION>
    FORM            ITEM                              DESCRIPTION                               RESPONSIBLE PARTY
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<S>            <C>             <C>                                                          <C>
10-D           Must be filed within 15 days of the distribution date for the asset-backed securities.
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               1               DISTRIBUTION AND POOL PERFORMANCE INFORMATION
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                               ITEM  1121(A)  -   DISTRIBUTION   AND  POOL   PERFORMANCE
                               INFORMATION
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                               (1)  Any   applicable   record  dates,   accrual   dates,    6.07 statement
                               determination  dates for  calculating  distributions  and
                               actual distribution dates for the distribution period.
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                               (2) Cash  flows  received  and the  sources  thereof  for    6.07 statement
                               distributions, fees and expenses.
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                               (3) Calculated  amounts and  distribution  of the flow of    6.07 statement
                               funds for the period  itemized  by type and  priority  of
                               payment, including:
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                                        (i) Fees or expenses  accrued and paid,  with an    6.07 statement
                               identification  of the  general  purpose of such fees and
                               the party receiving such fees or expenses.
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                                        (ii)  Payments  accrued or paid with  respect to    6.07 statement
                               enhancement  or other support  identified in Item 1114 of
                               Regulation  AB  (such  as  insurance  premiums  or  other
                               enhancement  maintenance fees), with an identification of
                               the  general  purpose  of such  payments  and  the  party
                               receiving such payments.
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                                        (iii)    Principal,     interest    and    other    6.07 statement
                               distributions   accrued  and  paid  on  the  asset-backed
                               securities  by  type  and by  class  or  series  and  any
                               principal or interest shortfalls or carryovers.
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                                        (iv) The  amount of  excess  cash flow or excess    6.07 statement
                               spread and the disposition of excess cash flow.
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                               (4)  Beginning  and  ending  principal  balances  of  the    6.07 statement
                               asset-backed securities.
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                               (5) Interest rates  applicable to the pool assets and the    6.07 statement
                               asset-backed   securities,   as   applicable.    Consider
                               providing  interest rate  information  for pool assets in
                               appropriate distributional groups or incremental ranges.
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                               (6)   Beginning  and  ending   balances  of   transaction    6.07 statement
                               accounts,  such as reserve accounts, and material account
                               activity during the period.
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                               (7) Any amounts drawn on any credit  enhancement or other    6.07 statement
                               support  identified  in Item  1114 of  Regulation  AB, as
                               applicable,  and the amount of coverage  remaining  under
                               any such enhancement, if known and applicable.
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                               (8)  Number and  amount of pool  assets at the  beginning    6.07 statement
                               and ending of each period,  and updated pool  composition
                               information,  such as weighted  average coupon,  weighted    Updated pool composition
                               average  life,  weighted  average  remaining  term,  pool    information fields to be
                               factors and prepayment amounts.                              as specified by Depositor
                                                                                            from time to time
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                               (9) Delinquency and loss information for the period.         6.07 statement.

                               In  addition,   describe  any  material  changes  to  the
                               information  specified in Item  1100(b)(5)  of Regulation    Form 10-D  report:  Master
                               AB regarding the pool assets.                                Servicer
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                               (10)  Information  on  the  amount,   terms  and  general    6.07 statement
                               purpose of any  advances  made or  reimbursed  during the
                               period,  including the general use of funds  advanced and
                               the general source of funds for reimbursements.
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                               (11) Any material  modifications,  extensions  or waivers    6.07 statement
                               to pool asset terms,  fees,  penalties or payments during
                               the distribution  period or that have cumulatively become
                               material over time.
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                               (12) Material breaches of pool asset  representations  or    Form     10-D      report:
                               warranties or transaction covenants.                         Securities   Administrator
                                                                                            (subject   to    Depositor
                                                                                            approval)
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                               (13)  Information on ratio,  coverage or other tests used    6.07 statement
                               for  determining any early  amortization,  liquidation or
                               other  performance  trigger  and  whether the trigger was
                               met.
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                               (14)   Information   regarding   any  new   issuance   of    Form     10-D      report:
                               asset-backed securities backed by the same asset pool,       Depositor

                               [information  regarding]  any pool asset  changes  (other
                               than in  connection  with a pool  asset  converting  into    Form 10-D  report:  Master
                               cash in accordance with its terms),  such as additions or    Servicer
                               removals in  connection  with a  prefunding  or revolving
                               period and pool asset  substitutions and repurchases (and
                               purchase rates, if applicable),  and cash flows available
                               for  future  purchases,  such  as  the  balances  of  any
                               prefunding or revolving accounts, if applicable.

                               Disclose  any  material  changes  in  the   solicitation,
                               credit-granting,  underwriting,  origination, acquisition
                               or pool selection criteria or procedures,  as applicable,
                               used to originate, acquire or select the new pool assets.    Form 10-D  report:  Master
                                                                                            Servicer
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                               ITEM   1121(B)  -   PRE-FUNDING   OR   REVOLVING   PERIOD    Depositor
                               INFORMATION

                               Updated pool information as required under Item 1121(b).
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               2               LEGAL PROCEEDINGS
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                               Item  1117  -  Legal  proceedings   pending  against  the
                               following entities,  or their respective  property,  that
                               is material to Certificateholders,  including proceedings
                               known to be contemplated by governmental authorities:

                               Sponsor (Seller)
                                                                                            Sponsor
                               Depositor
                                                                                            Depositor
                               Trustee
                                                                                            Trustee
                               Issuing entity
                                                                                            Depositor
                               Master  Servicer,  affiliated  Servicer,  other  Servicer
                               servicing  20% or more of pool  assets at time of report,    Master Servicer
                               other material servicers

                               Certificate Administrator
                                                                                            Certificate Administrator

                               Originator  of 20%  or  more  of  pool  assets  as of the    Master Servicer
                               Cut-off Date

                               Custodian                                                    Custodian
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               3               SALES OF SECURITIES AND USE OF PROCEEDS
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                               INFORMATION FROM ITEM 2(A) OF PART II OF FORM 10-Q:

                               With  respect to any sale of  securities  by the sponsor,
                               depositor or issuing entity,  that are backed by the same    Depositor
                               asset  pool  or  are  otherwise  issued  by  the  issuing
                               entity, whether or not registered,  provide the sales and
                               use of  proceeds  information  in Item 701 of  Regulation
                               S-K.  Pricing  information  can be omitted if  securities
                               were not registered.
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               4               DEFAULTS UPON SENIOR SECURITIES
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                               INFORMATION FROM ITEM 3 OF PART II OF FORM 10-Q:

                               Report  the  occurrence  of any Event of  Default  (after
                               expiration  of any  grace  period  and  provision  of any    Trustee   or    Securities
                               required notice)                                             Administrator
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               5               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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                               INFORMATION FROM ITEM 4 OF PART II OF FORM 10-Q              Trustee   or    Securities
                                                                                            Administrator
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               6               SIGNIFICANT OBLIGORS OF POOL ASSETS
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                               ITEM 1112(B) - SIGNIFICANT OBLIGOR FINANCIAL INFORMATION*    Master Servicer
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                               *This  information need only be reported on the Form 10-D
                               for the distribution  period in which updated information
                               is required pursuant to the Item.
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               7               SIGNIFICANT ENHANCEMENT PROVIDER INFORMATION
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                               ITEM 1114(B)(2) - CREDIT  ENHANCEMENT  PROVIDER FINANCIAL
                               INFORMATION*

                               Determining applicable disclosure threshold                  Securities Administrator

                                                                                            Securities Administrator
                               Obtaining  required  financial  information  or effecting
                               incorporation by reference
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                               ITEM   1115(B)  -   DERIVATIVE   COUNTERPARTY   FINANCIAL
                               INFORMATION*

                               Determining current maximum probable exposure                Depositor

                               Determining current significance percentage
                                                                                            Securities Administrator

                               Obtaining  required  financial  information  or effecting    Securities Administrator
                               incorporation by reference
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                               *This  information need only be reported on the Form 10-D
                               for the distribution  period in which updated information
                               is required pursuant to the Items.
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               8               OTHER INFORMATION
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                               DISCLOSE ANY INFORMATION  REQUIRED TO BE REPORTED ON FORM    The Responsible Party for
                               8-K DURING  THE  PERIOD  COVERED BY THE FORM 10-D BUT NOT    the applicable Form 8-K
                               REPORTED                                                     item as indicated below
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               9               EXHIBITS
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                               Distribution report                                          Securities Administrator
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                               EXHIBITS  REQUIRED BY ITEM 601 OF REGULATION S-K, SUCH AS    Depositor
                               MATERIAL AGREEMENTS
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8-K            Must be filed within four business days of an event reportable on Form 8-K.
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               1.01            ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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                               Disclosure is required  regarding entry into or amendment    Master Servicer; or any
                               of any  definitive  agreement  that  is  material  to the    of the following that is
                               securitization, even if depositor is not a party.            a party to the agreement
                                                                                            if Master Servicer is
                               Examples: servicing agreement, custodial agreement.          not: Trustee, Sponsor,
                                                                                            Depositor, Certificate
                               Note:   disclosure   not   required   as  to   definitive    Administrator
                               agreements that are fully disclosed in the prospectus
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               1.02            TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
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                               Disclosure  is  required  regarding  termination  of  any    Master Servicer; or any
                               definitive    agreement   that   is   material   to   the    of the following that is
                               securitization  (other than expiration in accordance with    a party to the agreement
                               its terms), even if depositor is not a party.                if Master Servicer is
                                                                                            not: Trustee, Sponsor,
                               Examples: servicing agreement, custodial agreement.          Depositor, Certificate
                                                                                            Administrator
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               1.03            BANKRUPTCY OR RECEIVERSHIP
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                               Disclosure  is  required   regarding  the  bankruptcy  or    Master Servicer
                               receivership,  if  known  to the  Master  Servicer,  with
                               respect to any of the following:

                               Sponsor (Seller),  Depositor, Master Servicer, affiliated
                               Servicer,  other  Servicer  servicing 20% or more of pool
                               assets  at  time of  report,  other  material  servicers,
                               Certificate Administrator,  Trustee, significant obligor,
                               credit enhancer (10% or more), derivatives  counterparty,
                               Custodian
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               2.04            TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT
                               FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
                               OFF-BALANCE SHEET ARRANGEMENT
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                               Includes an early  amortization,  performance  trigger or    Master Servicer
                               other  event,  including  event of  default,  that  would
                               materially  alter the  payment  priority/distribution  of
                               cash flows/amortization schedule.

                               Disclosure  will be made of events  other than  waterfall
                               triggers which are disclosed in the 6.07 statement
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               3.03            MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
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                               Disclosure is required of any material modification to       Securities Administrator
                               documents defining the rights of Certificateholders,
                               including the Pooling and Servicing Agreement
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               5.03            AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
                               CHANGE IN FISCAL YEAR
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                               Disclosure is required of any amendment "to the              Depositor
                               governing documents of the issuing entity"
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               5.06            CHANGE IN SHELL COMPANY STATUS
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                               [Not applicable to ABS issuers]                              Depositor
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               6.01            ABS INFORMATIONAL AND COMPUTATIONAL MATERIAL
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                               [Not included in reports to be filed under Section 3.18]     Depositor
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               6.02            CHANGE OF SERVICER OR TRUSTEE
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                               Requires   disclosure   of  any   removal,   replacement,    Trustee or Master Servicer
                               substitution   or  addition   of  any  master   servicer,
                               affiliated  servicer,  other  servicer  servicing  10% or
                               more of pool  assets at time of  report,  other  material
                               servicers,  certificate  administrator or trustee. Reg AB
                               disclosure  about any new  servicer  or  trustee  is also
                               required.
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               6.03            CHANGE IN CREDIT ENHANCEMENT OR OTHER EXTERNAL SUPPORT
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                               Covers  termination  of any  enhancement  in manner other    Depositor or Securities
                               than by its terms,  the addition of an enhancement,  or a    Administrator
                               material change in the enhancement  provided.  Applies to
                               external  credit  enhancements  as well  as  derivatives.
                               Reg AB disclosure  about any new enhancement  provider is
                               also required.
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               6.04            FAILURE TO MAKE A REQUIRED DISTRIBUTION                      Trustee   or    Securities
                                                                                            Administrator
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               6.05            SECURITIES ACT UPDATING DISCLOSURE
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                               If any  material  pool  characteristic  differs  by 5% or    Depositor
                               more at the time of issuance of the  securities  from the
                               description in the final prospectus,  provide updated Reg
                               AB disclosure about the actual asset pool.
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                               If there are any new  servicers or  originators  required    Depositor
                               to be disclosed  under  Regulation  AB as a result of the
                               foregoing,  provide the  information  called for in Items
                               1108 and 1110 respectively.
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               7.01            REGULATION FD DISCLOSURE                                     Depositor
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               8.01            OTHER EVENTS
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                               Any  event,  with  respect  to which  information  is not    Depositor
                               otherwise  called  for in Form 8-K,  that the  registrant
                               deems of importance to security holders.
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               9.01            FINANCIAL STATEMENTS AND EXHIBITS                            The Responsible Party
                                                                                            applicable to reportable
                                                                                            event
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10-K           Must be filed within 90 days of the fiscal year end for the registrant.
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               9B              OTHER INFORMATION
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                               Disclose any information  required to be reported on Form    The Responsible Party for
                               8-K during the  fourth  quarter  covered by the Form 10-K    the applicable Form 8-K
                               but not reported                                             item as indicated above
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               15              EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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                               ITEM 1112(B) - SIGNIFICANT OBLIGOR FINANCIAL INFORMATION     Master Servicer
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                               ITEM 1114(B)(2) - CREDIT  ENHANCEMENT  PROVIDER FINANCIAL
                               INFORMATION

                               Determining applicable disclosure threshold                  Securities Administrator
                                                                                            Securities Administrator
                               Obtaining  required  financial  information  or effecting
                               incorporation by reference
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                               ITEM   1115(B)  -   DERIVATIVE   COUNTERPARTY   FINANCIAL
                               INFORMATION

                               Determining current maximum probable exposure                Depositor

                               Determining current significance percentage
                                                                                            Securities Administrator
                               Obtaining  required  financial  information  or effecting    Securities Administrator
                               incorporation by reference
-------------- --------------- ----------------------------------------------------------   ---------------------------
                               Item  1117  -  Legal  proceedings   pending  against  the
                               following entities,  or their respective  property,  that
                               is material to Certificateholders,  including proceedings
                               known to be contemplated by governmental authorities:

                               Sponsor (Seller)
                                                                                            Sponsor
                               Depositor
                                                                                            Depositor
                               Trustee
                                                                                            Trustee
                               Issuing entity
                                                                                            Depositor
                               Master  Servicer,  affiliated  Servicer,  other  Servicer
                               servicing  20% or more of pool  assets at time of report,    Master Servicer
                               other material servicers

                               Certificate Administrator
                                                                                            Certificate Administrator

                               Originator  of 20%  or  more  of  pool  assets  as of the    Master Servicer
                               Cut-off Date

                               Custodian                                                    Custodian
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                               Item 1119 - Affiliations  and  relationships  between the
                               following entities, or their respective affiliates,  that
                               are material to Certificateholders:

                               Sponsor (Seller)
                                                                                            Sponsor
                               Depositor
                                                                                            Depositor
                               Trustee
                                                                                            Trustee
                               Master  Servicer,  affiliated  Servicer,  other  Servicer
                               servicing  20% or more of pool  assets at time of report,    Master Servicer
                               other material servicers

                               Certificate Administrator
                                                                                            Certificate Administrator

                               Originator                                                   Master Servicer

                               Custodian                                                    Custodian

                               Credit Enhancer/Support Provider                             Securities Administrator

                                                                                            Master Servicer
                               Significant Obligor
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                               ITEM  1122 -  ASSESSMENT  OF  COMPLIANCE  WITH  SERVICING    Each  Party  participating
                               CRITERIA                                                     in the servicing function
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                               ITEM 1123 - SERVICER COMPLIANCE STATEMENT                    Master Servicer, Servicer
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</TABLE>