Unassociated Document


     

    

      BEAR
        STEARNS ASSET BACKED SECURITIES I LLC

       

      Depositor

       

      EMC
        MORTGAGE CORPORATION

       

      Seller
        and Company

       

      WELLS
        FARGO BANK, NATIONAL ASSOCIATION

       

      Master
        Servicer and Securities Administrator

       

      and

       

      U.S.
        BANK
        NATIONAL ASSOCIATION

       

      Trustee

       

      ____________________

       

      POOLING
        AND SERVICING AGREEMENT

       

      Dated
        as
        of June 1, 2006

       

      ________________________________________

       

      BEAR
        STEARNS ASSET BACKED SECURITIES I TRUST 2006-AC4

       

      ASSET-BACKED
        CERTIFICATES, SERIES 2006-AC4

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      TABLE
        OF CONTENTS

       

      


      
        	
                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, the Master Servicer 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 EMC 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

              	
                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

              	
                Reports
                  Filed with Securities and Exchange Commission.

              
	
                Section
                  4.19

              	
                Intention
                  of the Parties and Interpretation.

              
	
                Section
                  4.20

              	
                UCC.

              
	
                Section
                  4.21

              	
                Optional
                  Purchase of Certain Mortgage Loans.

              
	 	 
	
                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

              	
                Reports
                  to Master Servicer.

              
	
                Section
                  5.04

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

              
	
                Section
                  5.05

              	
                Servicer
                  Protected Accounts.

              
	
                Section
                  5.06

              	
                [Reserved].

              
	
                Section
                  5.07

              	
                [Reserved].

              
	
                Section
                  5.08

              	
                Distribution
                  Account.

              
	
                Section
                  5.09

              	
                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

              	
                REMIC
                  Distributions.

              
	
                Section
                  6.04

              	
                Distributions.

              
	
                Section
                  6.05

              	
                Allocation
                  of Realized Losses.

              
	
                Section
                  6.06

              	
                Monthly
                  Statements to Certificateholders.

              
	
                Section
                  6.07

              	
                REMIC
                  Designations and REMIC Distributions.

              
	
                Section
                  6.08

              	
                Reserve
                  Fund.

              
	
                Section
                  6.09

              	
                Class
                  P Certificate Account.

              
	
                Section
                  6.10

              	
                Class
                  A-1/A-2 Net WAC Pass-Through Amount; Class A-3/A-2 Net WAC Pass-Through
                  Amount; Class A-1/A-2/A-3 Net WAC Reserve Account.

              
	 	 
	
                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 and Rating Agencies.

              
	
                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.

              
	 	 
	
                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.

              
	
                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.

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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 C Certificates

              
	
                Exhibit
                  A-5

              	 	
                Form
                  of Class P Certificates

              
	
                Exhibit
                  A-6

              	 	
                Form
                  of Class R Certificates

              
	
                Exhibit
                  B

              	 	
                Mortgage
                  Loan Schedule

              
	
                Exhibit
                  C

              	 	
                Form
                  of Transfer Affidavit

              
	
                Exhibit
                  D

              	 	
                Form
                  of Transferor Certificate

              
	
                Exhibit
                  E

              	 	
                Form
                  of Investment Letter (Non-Rule 144A)

              
	
                Exhibit
                  F

              	 	
                Form
                  of Rule 144A and Related Matters Certificate

              
	
                Exhibit
                  G

              	 	
                Form
                  of Request for Release

              
	
                Exhibit
                  H

              	 	
                DTC
                  Letter of Representations

              
	
                Exhibit
                  I

              	 	
                Schedule
                  of Mortgage Loans with Lost Notes

              
	
                Exhibit
                  J

              	 	
                Form
                  of Custodial Agreement

              
	
                Exhibit
                  K

              	 	
                Form
                  of Back-Up Certification to Form 10-K Certificate

              
	
                Exhibit
                  L

              	 	
                Form
                  of Mortgage Loan Purchase Agreement

              
	
                Exhibit
                  M

              	 	
                [Reserved]

              
	
                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

              
	
                Exhibit
                  P

              	 	
                Additional
                  Disclosure Notification

              
	
                Exhibit
                  Q-1 

              	 	
                American
                  Home Servicing Agreement

              
	
                Exhibit
                  Q-2 

              	 	
                HSBC
                  Servicing Agreement

              
	
                Exhibit
                  R-1 

              	
                 

              	
                American
                  Home Assignment, Assumption and Recognition Agreement

              
	
                Exhibit
                  R-2 

              	
                 

              	
                HSBC
                  Assignment, Assumption and Recognition Agreement

              
	
                Exhibit
                  S

              	 	
                Reporting
                  Data for Monthly Report

              
	
                Exhibit
                  T

              	 	
                Reporting
                  Data for Defaulted Loans

              
	
                Exhibit
                  U

              	 	
                Reporting
                  Data for Realized Losses and Gains

              


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      POOLING
        AND SERVICING AGREEMENT, dated as of June 1, 2006, among BEAR STEARNS ASSET
        BACKED SECURITIES I LLC, a Delaware limited liability company, as depositor
        (the
“Depositor”), EMC MORTGAGE CORPORATION, a Delaware corporation, as seller (in
        such capacity, the “Seller”) and as company (in such capacity, the “Company”),
        WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as
        master servicer (in such capacity, the “Master Servicer”) and as securities
        administrator (in such capacity, the “Securities Administrator”), and U.S. BANK
        NATIONAL ASSOCIATION, a national banking association, 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.

       

      REMIC
        I

       

      As
        provided herein, the Securities Administrator on behalf of the Trustee shall
        elect to treat the segregated pool of assets consisting of the Mortgage Loans
        and certain other related assets subject to this Agreement (other than the
        Reserve Fund and the Class A-1/A-2/A-3 Net WAC Reserve Account) as a REMIC
        (as
        defined herein) for federal income tax purposes, and such segregated pool
        of
        assets will be designated as “REMIC I”. The Class R-1 Certificates will
        represent the sole class of Residual Interests (as defined herein) in REMIC
        I
        for purposes of the REMIC Provisions (as defined herein). The following table
        irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through
        Rate, the initial Uncertificated Principal Balance and, for purposes of
        satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible
        maturity date” for each of the REMIC I Regular Interests (as defined herein).
        None of the REMIC I Regular Interests will be certificated.

       

      
        	
                Designation

              	 	
                Initial
                  Uncertificated Principal Balance

              	 	
                Uncertificated
                  REMIC I 

                Pass-Through
                  Rate

              	 	
                Latest
                  Possible Maturity Date(1)

              	 
	
                AA

              	 	
                $

              	
                355,888,256.34

              	 	 	
                Variable(2)

              	
                 

              	 	
                July
                  25, 2036

              	 
	
                A-1

              	 	
                $

              	
                3,364,590.00

              	 	 	
                Variable(2)

              	
                 

              	 	
                July
                  25, 2036

              	 
	
                M-1

              	 	
                $

              	
                81,710.00

              	 	 	
                Variable(2)

              	
                 

              	 	
                July
                  25, 2036

              	 
	
                M-2

              	 	
                $

              	
                43,580.00

              	 	 	
                Variable(2)

              	
                 

              	 	
                July
                  25, 2036

              	 
	
                M-3

              	 	
                $

              	
                23,600.00

              	 	 	
                Variable(2)

              	
                 

              	 	
                July
                  25, 2036

              	 
	
                B-1

              	 	
                $

              	
                18,160.00

              	 	 	
                Variable(2)

              	
                 

              	 	
                July
                  25, 2036

              	 
	
                B-2

              	 	
                $

              	
                12,710.00

              	 	 	
                Variable(2)

              	
                 

              	 	
                July
                  25, 2036

              	 
	
                B-3

              	 	
                $

              	
                12,710.00

              	 	 	
                Variable(2)

              	
                 

              	 	
                July
                  25, 2036

              	 
	
                B-4

              	 	
                $

              	
                18,160.00

              	 	 	
                Variable(2)

              	
                 

              	 	
                July
                  25, 2036

              	 
	
                B-5

              	 	
                $

              	
                18,160.00

              	 	 	
                Variable(2)

              	
                 

              	 	
                July
                  25, 2036

              	 
	
                ZZ

              	 	
                $

              	
                3,669,645.64

              	 	 	
                Variable(2)

              	
                 

              	 	
                July
                  25, 2036

              	 
	
                P

              	 	
                $

              	
                100.00

              	 	 	
                0.00%

              	
                 

              	 	
                July
                  25, 2036

              	 


      

      ___________________________

      
        	
                (1)

              	
                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 REMIC I Regular
                  Interest.

              


      

      
        	(2)	
                Calculated
                  in accordance with the definition of “Uncertificated REMIC I Pass-Through
                  Rate” herein.

              


      

      


      REMIC
        II

       

      As
        provided herein, the Securities Administrator on behalf of the Trustee shall
        elect to treat the segregated pool of assets consisting of the REMIC I Regular
        Interests as a REMIC for federal income tax purposes, and such segregated
        pool
        of assets will be designated as “REMIC II”. The Class R-2 Certificates will
        represent the sole class of Residual Interests in REMIC II for purposes of
        the
        REMIC Provisions. The following table irrevocably sets forth the designation,
        the Uncertificated REMIC II Pass-Through Rate, the initial Uncertificated
        Principal Balance and, for purposes of satisfying Treasury Regulation Section
        1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC
        II Regular Interests (as defined herein). None of the REMIC II Regular Interests
        will be certificated.

       

      

        
          	
                  Designation

                	 	 	 	
                  Initial
                    Uncertificated

                  Principal
                    Balance

                	 	 	 	
                  Uncertificated
                    REMIC II

                  Pass-Through
                    Rate

                	 	 	 	
                  Latest
                    Possible Maturity Date(1)

                
	
                  A-1

                	 	 	 	
                  $

                	
                  336,459,000.00
                    

                	 	 	 	
                  (2)

                	 	 	 	 	
                  July
                    25, 2036

                
	
                  M-1

                	 	 	 	
                  $

                	
                  8,171,000.00
                    

                	 	 	 	
                  (2)

                	 	 	 	 	
                  July
                    25, 2036

                
	
                  M-2

                	 	 	 	
                  $

                	
                  4,358,000.00
                    

                	 	 	 	
                  (2)

                	 	 	 	 	
                  July
                    25, 2036

                
	
                  M-3
                    

                	 	 	 	
                  $

                	
                  2,360,000.00
                    

                	 	 	 	
                  (2)

                	 	 	 	 	
                  July
                    25, 2036

                
	
                  B-1

                	 	 	 	
                  $

                	
                  1,816,000.00
                    

                	 	 	 	
                  (2)

                	 	 	 	 	
                  July
                    25, 2036

                
	
                  B-2

                	 	 	 	
                  $

                	
                  1,271,000.00
                    

                	 	 	 	
                  (2)

                	 	 	 	 	
                  July
                    25, 2036

                
	
                  B-3

                	 	 	 	
                  $

                	
                  1,271,000.00
                    

                	 	 	 	
                  (2)

                	 	 	 	 	
                  July
                    25, 2036

                
	
                  B-4

                	 	 	 	
                  $

                	
                  1,816,000.00
                    

                	 	 	 	
                  (2)

                	 	 	 	 	
                  July
                    25, 2036

                
	
                  B-5

                	 	 	 	
                  $

                	
                  1,816,000.00
                    

                	 	 	 	
                  (2)

                	 	 	 	 	
                  July
                    25, 2036

                
	
                  C

                	 	 	 	
                  $

                	
                  3,813,281.98
                    

                	 	 	 	
                  (2)
                    (3)

                	 	 	 	 	
                  July
                    25, 2036

                
	
                  P

                	 	 	 	
                  $

                	
                  100.00
                    

                	 	 	 	
                  0.00%

                	
                   

                	 	 	 	
                  July
                    25, 2036

                


        

      

       

      ___________________________

      
        	
                (1)

              	
                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 REMIC II Regular
                  Interest.

              


      

      
        	
                (2)

              	
                Calculated
                  in accordance with the definition of “Uncertificated REMIC II Pass-Through
                  Rate” herein.

              


      

      
        	
                (3)

              	
                REMIC
                  II Regular Interest C will not accrue interest on its Uncertificated
                  Principal Balance, but will accrue interest at the related Uncertificated
                  REMIC II Pass-Through Rate on its Uncertificated Notional Amount
                  (as
                  defined herein) which shall equal the aggregate Uncertificated
                  Principal
                  Balance of the REMIC I Regular Interests (other than REMIC I Regular
                  Interest P).

              


      

      ___________________________

      


      


      REMIC
        III

       

      As
        provided herein, the Securities Administrator on behalf of the Trustee shall
        elect to treat the segregated pool of assets consisting of the REMIC II Regular
        Interests as a REMIC for federal income tax purposes, and such segregated
        pool
        of assets will be designated as “REMIC III”. The Class R-3 Certificates will
        represent the sole class of Residual Interests in REMIC III for purposes
        of the
        REMIC Provisions.

       

      The
        following table irrevocably sets forth the designation, Pass-Through Rate,
        Initial Certificate Principal Balance (or initial Uncertificated Principal
        Balance, in the case of the Class C Interest or Class P Interest) and, for
        purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
        “latest possible maturity date” for each class of Certificates and interests
        that represents ownership of one or more of the Regular Interests (as defined
        herein) in REMIC III created hereunder.

       

      

        
          	
                  Designation

                	 	 	 	
                  Initial
                    Certificate or Uncertificated

                  Principal
                    Balance

                	 	 	 	
                  Pass-Through
                    Rate

                	 	 	 	
                  Latest
                    Possible Maturity Date(1)

                
	
                  A-1(2)

                	 	 	 	
                  $

                	
                  270,173,000.00

                	 	 	 	
                  Class
                    A-1 Pass-Through Rate

                	 	 	 	 	
                  July
                    25, 2036

                
	
                  A-2(3)

                	 	 	 	
                  $

                	
                  63,086,000.00

                	 	 	 	
                  Class
                    A-2 Pass-Through Rate

                	 	 	 	 	
                  July
                    25, 2036

                
	
                  A-3(2)

                	 	 	 	
                  $

                	
                  3,200,000.00

                	 	 	 	
                  Class
                    A-3 Pass-Through Rate

                	 	 	 	 	
                  July
                    25, 2036

                
	
                  M-1

                	 	 	 	
                  $

                	
                  8,171,000.00

                	 	 	 	
                  Class
                    M-1 Pass-Through Rate

                	 	 	 	 	
                  July
                    25, 2036

                
	
                  M-2

                	 	 	 	
                  $

                	
                  4,358,000.00

                	 	 	 	
                  Class
                    M-2 Pass-Through Rate

                	 	 	 	 	
                  July
                    25, 2036

                
	
                  M-3
                    

                	 	 	 	
                  $

                	
                  2,360,000.00

                	 	 	 	
                  Class
                    M-3 Pass-Through Rate

                	 	 	 	 	
                  July
                    25, 2036

                
	
                  B-1

                	 	 	 	
                  $

                	
                  1,816,000.00

                	 	 	 	
                  Class
                    B-1 Pass-Through Rate

                	 	 	 	 	
                  July
                    25, 2036

                
	
                  B-2
                    

                	 	 	 	
                  $

                	
                  1,271,000.00

                	 	 	 	
                  Class
                    B-2 Pass-Through Rate

                	 	 	 	 	
                  July
                    25, 2036

                
	
                  B-3
                    

                	 	 	 	
                  $

                	
                  1,271,000.00

                	 	 	 	
                  Class
                    B-3 Pass-Through Rate

                	 	 	 	 	
                  July
                    25, 2036

                
	
                  B-4

                	 	 	 	
                  $

                	
                  1,816,000.00

                	 	 	 	
                  Class
                    B-4 Pass-Through Rate

                	 	 	 	 	
                  July
                    25, 2036

                
	
                  B-5

                	 	 	 	
                  $

                	
                  1,816,000.00

                	 	 	 	
                  Class
                    B-5 Pass-Through Rate

                	 	 	 	 	
                  July
                    25, 2036

                
	
                  Class
                    C Interest

                	 	 	 	
                  $

                	
                  3,813,281.98

                	 	 	 	
                  (4)

                	 	 	 	 	
                  July
                    25, 2036

                
	
                  Class
                    P Interest

                	 	 	 	
                  $

                	
                  100.00

                	 	 	 	
                  0.00%

                	
                   

                	 	 	 	
                  July
                    25, 2036

                


        

      

      ___________________

      
        	
                (1)

              	
                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 Class A, Class M and
                  Class B Certificates and the Class C Interest and the Class P
                  Interest.

              
	
                (2)

              	
                Each
                  of the Class A-1 Certificates and Class A-3 Certificates represents
                  ownership of a Regular Interest in REMIC III, as well as the obligation
                  to
                  make payments in respect of the Class A-1/A-2 Net WAC Pass-Through
                  Amount
                  and Class A-3/A-2 Net WAC Pass-Through Amount, respectively, to
                  the Class
                  A-1/A-2/A-3 Net WAC Reserve Account for distribution in respect
                  of the
                  Class A-2 Certificates, which obligation shall not be an interest
                  in any
                  REMIC but a contractual obligation of the Holders of the Class
                  A-1
                  Certificates and Class A-3 Certificates. For federal income tax
                  purposes,
                  the Regular Interest the ownership of which is represented by this
                  Certificate shall accrue interest at the related Uncertificated
                  REMIC III
                  Pass-Through Rate instead of the Pass-Through Rate applicable to
                  such
                  Certificate. Any amount accrued on each Distribution Date by Holders
                  of
                  this Certificate in excess of, or less than, the amount specified
                  in the
                  foregoing sentence for the Regular Interest the ownership of which
                  is
                  represented by this Certificate shall be treated in accordance
                  with the
                  provisions relating to Class A-1/A-2 Net WAC Pass-Through Amounts
                  or
                  Class A-3/A-2 Net WAC Pass-Through Amounts, as applicable, in
                  Section 5.09.

              
	
                (3)

              	
                The
                  Class A-2 Certificates represent ownership of a Regular Interest
                  in REMIC
                  III, as well as the right to receive payments from the Class A-1/A-2/A-3
                  Net WAC Reserve Account in respect of Class A-1/A-2 Net WAC Pass-Through
                  Amounts and Class A-3/A-2 Net WAC Pass-Through Amounts, which payments
                  shall not be in respect of an interest in any REMIC. For federal
                  income
                  tax purposes, the Regular Interest the ownership of which is represented
                  by the Class A-2 Certificates shall have a principal balance equal
                  to the
                  Certificate Principal Balance of such Certificates, but such Regular
                  Interest shall not accrue interest on its principal balance but
                  rather
                  shall be entitled to interest on its Uncertificated Notional Amount
                  at its
                  Uncertificated REMIC III Pass-Through Rate. Any amount accrued
                  on each
                  Distribution Date by Holders of this Certificate in excess of,
                  or less
                  than, the amount specified in the foregoing sentence for the Regular
                  Interest the ownership of which is represented by this Certificate
                  shall
                  be treated in accordance with the provisions relating to Class
                  A-1/A-2 Net
                  WAC Pass-Through Amounts and Class A-3/A-2 Net WAC Pass-Through
                  Amounts in
                  Section 5.09.

              
	
                (4)

              	
                The
                  Class C Interest will not accrue interest on its Uncertificated
                  Principal
                  Balance, but will be entitled to 100% of the amounts distributed
                  on REMIC
                  II Regular Interest C. 

              


      

      


      


      REMIC
        IV

       

      As
        provided herein, the Securities Administrator on behalf of the Trustee shall
        elect to treat the segregated pool of assets consisting of the Class C Interest
        as a REMIC for federal income tax purposes, and such segregated pool of assets
        will be designated as “REMIC IV”. The Class R-4 Interest will represent the sole
        class of Residual Interests in REMIC IV for purposes of the REMIC
        Provisions.

       

      The
        following table sets forth the Class designation, Pass-Through Rate, Initial
        Certificate Principal Balance and, for purposes of satisfying Treasury
        Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
        the indicated Class of Certificates that represents a Regular Interest in
        REMIC
        IV created hereunder:

       

      
        	
                Class
                  Designation

              	
                Pass-Through
                  Rate

              	
                Initial
                  Certificate Principal Balance

              	
                Latest
                  Possible

                Maturity
                  Date(1)

              
	
                C

              	
                Variable(2)

              	
                $3,813,281.98

              	
                July
                  25, 2036

              


      

      _______________

      
        	
                (1)

              	
                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 the Class C
                  Certificates.

              


      

      
        	
                (2)

              	
                The
                  Class C Certificates will receive 100% of the amounts received
                  in respect
                  of the Class C Interest.

              


      

       

      REMIC
        V

       

      As
        provided herein, the Securities Administrator on behalf of the Trustee shall
        elect to treat the segregated pool of assets consisting of the Class P Interest
        as a REMIC for federal income tax purposes, and such segregated pool of assets
        will be designated as “REMIC V”. The Class R-5 Interest will represent the sole
        class of Residual Interests in REMIC V for purposes of the REMIC
        Provisions.

       

      The
        following table sets forth the Class designation, Pass-Through Rate, Initial
        Certificate Principal Balance and, for purposes of satisfying Treasury
        Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
        the indicated Class of Certificates that represents a Regular Interest in
        REMIC
        V created hereunder:

       

      
        	
                Class
                  Designation

              	
                Pass-Through
                  Rate

              	
                Initial
                  Certificate Principal Balance

              	
                Latest
                  Possible

                Maturity
                  Date(1)

              
	
                P

              	
                0.00%

              	
                $
                  100.00

              	
                July
                  25, 2036

              


      

      _______________

      
        	
                (1)

              	
                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 the Class P
                  Certificates.

              


      

      
        	
                (2)

              	
                The
                  Class P Certificates will receive 100% of the amounts received
                  in respect
                  of the Class P Interest.

              


      

       

      The
        Trust
        Fund shall be named, and may be referred to as, the “Bear Stearns Asset Backed
        Securities I Trust 2006-AC4.” The Certificates issued hereunder may be referred
        to as “Asset-Backed Certificates Series 2006-AC4” (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:

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        I

       

      DEFINITIONS

       

      Section
        1.01 Defined
        Terms. 

       

      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, 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 a
        Servicer).

      

        Accepted
          Servicing Practices:
          With respect to each EMC 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 Reserve Fund, the Class A-1/A-2/A-3 Net WAC Reserve
        Account and any Protected Account.

       

      Additional
        Disclosure:
        As
        defined in Section 4.18. 

       

      Additional
        Form 10-D Disclosure:
        As
        defined in Section 4.18. 

       

      Additional
        Form 10-K Disclosure:
        As
        defined in Section 4.18. 

      

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

         

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

      

       

      Advance:
        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.

       

      American
        Home:
        American Home Mortgage Corp. and American Home Mortgage Servicing,
        Inc.

       

      American
        Home Assignment Agreement:
        The
        Assignment, Assumption and Recognition Agreement, dated as of June 30, 2006,
        by
        and among the Seller, American Home and the Trustee evidencing the assignment
        of
        the American Home Servicing Agreement to the Trust, attached hereto as Exhibit
        R-1.

       

      American
        Home Servicing Agreement:
        The
        Purchase, Warranties and Servicing Agreement, dated as of March 1, 2006,
        between
        the Seller and American Home, as amended, attached hereto as Exhibit Q-1,
        as
        modified by the American Home Assignment Agreement.

       

      Amount
        Held for Future Distribution:
        As to
        any Distribution Date, the aggregate amount held in the Company’s or the related
        Servicer’s Protected Accounts 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.

       

      Annual
        Statement of Compliance:
        As
        defined in Section 4.16.

       

      Applied
        Realized Loss Amount:
        With
        respect to any Distribution Date and a Class of Class A, Class M and Class
        B
        Certificates, the sum of the Realized Losses with respect to the Mortgage
        Loans
        which have been applied in reduction of the Certificate Principal Balance
        of a
        Class of Certificates pursuant to Section 6.05 of this Agreement which have
        not
        previously been reimbursed or reduced by any Subsequent Recoveries applied
        to
        such Applied Realized Loss Amount.

       

      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.

       

      Assignment
        Agreement:
        Shall
        mean any of the American Home Assignment Agreement or the HSBC Assignment
        Agreement.

       

      Assessment
        of Compliance:
        As
        defined in Section 4.17.

       

      Attesting
        Party:
        As
        defined in Section 4.17.

       

      Attestation
        Report:
        As
        defined in Section 4.17.

       

      Bankruptcy
        Code:
        Title
        11 of the United States Code.

       

      Basis
        Risk Shortfall Carry Forward Amount:
        With
        respect to any Distribution Date and any Class of Class A, Class M and Class
        B
        Certificates, an amount equal to the sum of (A) if the Pass-Through Rate
        for
        such Class for such Distribution Date is limited to the related Net Rate
        Cap,
        the excess, if any, of (a) the amount of Current Interest that such Class
        would
        have been entitled to receive on such Distribution Date had the Pass-Though
        Rate
        applicable to such Class not been reduced by the applicable Net Rate Cap
        on such
        Distribution Date, over (b) the amount of Current Interest that such Class
        received on such Distribution Date and (B) the Basis Risk Shortfall Carry
        Forward Amount for the previous Distribution Date not previously paid, together
        with interest thereon at a rate equal to the related Pass-Through Rate for
        the
        current 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 Offered 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, Columbia, Maryland, Minneapolis,
        Minnesota or the city in which the Corporate Trust Office of the Trustee
        or the
        Securities Administrator 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 Securities
        Administrator in substantially the forms attached hereto as Exhibits A-1
        through
        A-6.

       

      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).

       

      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 C Certificates or Class R Certificates)
        and as of any Distribution Date, the Initial Certificate Principal Balance
        of
        such Certificate plus any Subsequent Recoveries added to the Certificate
        Principal Balance of such Certificate pursuant to Section 5.04(b), 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 5.04, and (ii) any Applied Realized Loss Amounts allocated
        to such Certificate on previous Distribution Dates. As to the Class C
        Certificates and as of any Distribution Date, an amount equal to the
        Uncertificated Principal Balance of the Class C Interest.

       

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

       

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

       

      Class
        A Certificate:
        Any of
        the Class A-1, Class A-2 and Class A-3 Certificates.

       

      Class
        A Principal Distribution Amount:
        For any
        Distribution Date, an amount equal to the lesser of (x) the Principal
        Distribution Amount for such Distribution Date and (y) the excess, if any,
        of
        (i) the aggregate Certificate Principal Balance of the Class A Certificates
        immediately prior to such Distribution Date, over (ii) the lesser of (a)
        the
        product of (1) 85.30% and (2) the aggregate Stated Principal Balance of the
        Mortgage Loans as of the last day of the related Due Period (after giving
        effect
        to scheduled payments of principal due during the related Due Period, to
        the
        extent received or advanced, and unscheduled collections of principal received
        during the related Prepayment Period, and after reduction for Realized Losses
        incurred during the related Due Period), and (b) the aggregate Stated Principal
        Balance of the Mortgage Loans as of the last day of the related Due Period
        (after giving effect to scheduled payments of principal due during the related
        Due Period, to the extent received or advanced, and unscheduled collections
        of
        principal received during the related Prepayment Period, and after reduction
        for
        Realized Losses incurred during the related Due Period) minus
        $1,815,756.

       

      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 (i) a Regular Interest in REMIC III, (ii) the right to receive
        Basis
        Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
        A-1/A-2 Net WAC Pass-Through Amounts.

       

      Class
        A-1 Pass-Through Rate:
        Shall
        mean on any Distribution Date, One-Month LIBOR plus 0.250% per annum, with
        a
        maximum rate of 8.000% per annum and a minimum rate of 0.250% per annum,
        subject
        to the applicable Net Rate Cap.

       

      
        Class
          A-1/A-2 Net WAC Pass-Through Amount:
          Shall
          mean, with respect to any Distribution Date, the excess, if any, of (A)
          the
          amount of interest payable on such Distribution Date to the Regular Interest
          the
          ownership of which is represented by the Class A-1 Certificates at the
          related
          Uncertificated REMIC III Pass-Through Rate, over (B) the amount of interest
          payable on such Distribution Date to the Class A-1 Certificates at the
          Class A-1
          Pass-Through Rate.

         

      

      Class
        A-1/A-2/A-3 Net WAC Reserve Account:
        Shall
        mean the separate trust account or subaccount created and maintained by the
        Securities Administrator pursuant to Section 6.09(a) hereof.

       

      Class
        A-1/A-2/A-3 Net WAC Reserve Account Deposit:
        With
        respect to the Class A-1/A-2/A-3 Net WAC Reserve Account, an amount equal
        to
        $5,000, which the Depositor shall deposit initially into the Class A-1/A-2/A-3
        Net WAC Reserve Account pursuant to Section 6.09(a) hereof.

       

      
        Class
          A-1/A-2/A-3 Target Rate:
          Shall
          mean (A) for any Distribution Date on or prior to the Optional Termination
          Date,
          6.50% per annum, and (B) for any Distribution Date thereafter, 7.00% per
          annum.

         

      

      Class
        A-2 Certificate:
        Any
        Certificate designated as a “Class A-2 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-2 Certificates as set forth herein
        and
        evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive
        Basis
        Risk Shortfall Carry Forward Amounts and (iii) the right to receive Class
        A-1/A-2 Net WAC Pass-Through Amounts and Class A-3/A-2 Net WAC Pass-Through
        Amounts.

       

      Class
        A-2 Pass-Through Rate:
        Shall
        mean (i) on any Distribution Date which occurs on or prior to the Optional
        Termination Date, 33.583366357036400% per annum minus the product of
        4.3333386171258300 and One-Month LIBOR, with a maximum rate of
        33.583366357036400% per annum and a minimum rate of 0.00% per annum and (ii)
        for
        each Distribution Date thereafter, 36.250035665599300% per annum minus the
        product of 4.3333386171258300 and One-Month LIBOR per annum, with a maximum
        rate
        of 36.250035665599300% per annum and a minimum rate of 2.6666693085629100%,
        in
        each case subject to a cap equal to the related Net Rate Cap for such
        Distribution Date.

       

      Class
        A-3 Pass-Through Rate:
        Shall
        mean on any Distribution Date, One-Month LIBOR plus 0.250% per annum, with
        a
        maximum rate of 8.000% per annum and a minimum rate of 0.250% per annum,
        subject
        to the applicable Net Rate Cap.

       

      
        Class
          A-3/A-2 Net WAC Pass-Through Amount:
          Shall
          mean, with respect to any Distribution Date, the excess, if any, of (A)
          the
          amount of interest payable on such Distribution Date to the Regular Interest
          the
          ownership of which is represented by the Class A-3 Certificates at the
          related
          Uncertificated REMIC III Pass-Through Rate, over (B) the amount of interest
          payable on such Distribution Date to the Class A-3 Certificates at the
          Class A-3
          Pass-Through Rate.

         

      

      Class
        B Certificates:
        Any of
        the Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5
        Certificates.

       

      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 its Percentage Interest
        of
        distributions provided for the Class B-1 Certificates as set forth herein
        and
        evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
        Basis Risk Shortfall Carry Forward Amounts.

       

      Class
        B-1 Pass-Through Rate:
        Shall
        mean (i) on any Distribution Date which occurs on or prior to the Optional
        Termination Date, the lesser of (1) One-Month LIBOR plus 0.500% per annum
        and
        (2) 11.00% per annum and (ii) for each Distribution Date thereafter, the
        lesser
        of (1) One-Month LIBOR plus 0.750% per annum and (2) 11.00% per annum, in
        each
        case subject to a cap equal to the related Net Rate Cap for such Distribution
        Date.

       

      Class
        B-1 Principal Distribution Amount:
        For any
        Distribution Date, an amount equal to the lesser of (x) the remaining Principal
        Distribution Amount for such Distribution Date after distribution of the
        Class A
        Principal Distribution Amount and (y) the excess, if any, of (a) the sum
        of (1)
        the aggregate Certificate Principal Balance of the Class A Certificates (after
        taking into account the distribution of the Class A Principal Distribution
        Amount on such Distribution Date), (2) the Certificate Principal Balance
        of the
        Class M-1 Certificates (after taking into account the payment of the Class
        M-1
        Principal Distribution Amount on such Distribution Date), (3) the Certificate
        Principal Balance of the Class M-2 Certificates (after taking into account
        the
        payment of the Class M-2 Principal Distribution Amount on such Distribution
        Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
        (after taking into account the payment of the Class M-3 Principal Distribution
        Amount on such Distribution Date) and (5) the Certificate Principal Balance
        of
        the Class B-1 Certificates immediately prior to such Distribution Date, over
        (b)
        the lesser of (1) the product of (x) 94.50% and (y) the aggregate Stated
        Principal Balance of the Mortgage Loans as of the last day of the related
        Due
        Period (after giving effect to scheduled payments of principal due during
        the
        related Due Period, to the extent received or advanced, and unscheduled
        collections of principal received during the related Prepayment Period, and
        after reduction for Realized Losses incurred during the related Due Period),
        and
        (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the
        last
        day of the related Due Period (after giving effect to scheduled payments
        of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period, and after reduction for Realized Losses incurred during the related
        Due
        Period) minus $1,815,756.

       

      Class
        B-2 Certificate:
        Any
        Certificate designated as a “Class B-2 Certificate” on the face thereof, in the
        form of Exhibit A-3 hereto, representing the right to its Percentage Interest
        of
        distributions provided for the Class B-2 Certificates as set forth herein
        and
        evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
        Basis Risk Shortfall Carry Forward Amounts.

       

      Class
        B-2 Pass-Through Rate:
        Shall
        mean (i) on any Distribution Date which occurs on or prior to the Optional
        Termination Date, the lesser of (1) One-Month LIBOR plus 0.950% per annum
        and
        (ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the
        lesser
        of (1) One-Month LIBOR plus 1.425% per annum and (ii) 11.00% per annum, in
        each
        case subject to a cap equal to the related Net Rate Cap for such Distribution
        Date.

       

      Class
        B-2 Principal Distribution Amount:
        For any
        Distribution Date, an amount equal to the lesser of (x) the remaining Principal
        Distribution Amount for such Distribution Date after distribution of the
        Class A
        Principal Distribution Amount and (y) the excess, if any, of (a) the sum
        of (1)
        the aggregate Certificate Principal Balance of the Class A Certificates (after
        taking into account the distribution of the Class A Principal Distribution
        Amount on such Distribution Date), (2) the Certificate Principal Balance
        of the
        Class M-1 Certificates (after taking into account the payment of the Class
        M-1
        Principal Distribution Amount on such Distribution Date), (3) the Certificate
        Principal Balance of the Class M-2 Certificates (after taking into account
        the
        payment of the Class M-2 Principal Distribution Amount on such Distribution
        Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
        (after taking into account the payment of the Class M-3 Principal Distribution
        Amount on such Distribution Date), (5) the Certificate Principal Balance
        of the
        Class B-1 Certificates (after taking into account the payment of the Class
        B-1
        Principal Distribution Amount on such Distribution Date) and (6) the Certificate
        Principal Balance of the Class B-2 Certificates immediately prior to such
        Distribution Date, over (b) the lesser of (1) the product of (x) 95.20% and
        (y)
        the aggregate Stated Principal Balance of the Mortgage Loans as of the last
        day
        of the related Due Period (after giving effect to scheduled payments of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period, and after reduction for Realized Losses incurred during the related
        Due
        Period), and (2) the aggregate Stated Principal Balance of the Mortgage Loans
        as
        of the last day of the related Due Period (after giving effect to scheduled
        payments of principal due during the related Due Period, to the extent received
        or advanced, and unscheduled collections of principal received during the
        related Prepayment Period, and after reduction for Realized Losses incurred
        during the related Due Period) minus $1,815,756.

       

      Class
        B-3 Certificate:
        Any
        Certificate designated as a “Class B-3 Certificate” on the face thereof, in the
        form of Exhibit A-3 hereto, representing the right to its Percentage Interest
        of
        distributions provided for the Class B-3 Certificates as set forth herein
        and
        evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
        Basis Risk Shortfall Carry Forward Amounts.

       

      Class
        B-3 Pass-Through Rate:
        Shall
        mean (i) on any Distribution Date which occurs on or prior to the Optional
        Termination Date, the lesser of (1) One-Month LIBOR plus 1.150% per annum
        and
        (ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the
        lesser
        of (1) One-Month LIBOR plus 1.725% per annum and (ii) 11.00% per annum, in
        each
        case subject to a cap equal to the related Net Rate Cap for such Distribution
        Date.

       

      Class
        B-3 Principal Distribution Amount:
        For any
        Distribution Date, an amount equal to the lesser of (x) the remaining Principal
        Distribution Amount for such Distribution Date after distribution of the
        Class A
        Principal Distribution Amount and (y) the excess, if any, of (a) the sum
        of (1)
        the aggregate Certificate Principal Balance of the Class A Certificates (after
        taking into account the distribution of the Class A Principal Distribution
        Amount on such Distribution Date), (2) the Certificate Principal Balance
        of the
        Class M-1 Certificates (after taking into account the payment of the Class
        M-1
        Principal Distribution Amount on such Distribution Date), (3) the Certificate
        Principal Balance of the Class M-2 Certificates (after taking into account
        the
        payment of the Class M-2 Principal Distribution Amount on such Distribution
        Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
        (after taking into account the payment of the Class M-3 Principal Distribution
        Amount on such Distribution Date), (5) the Certificate Principal Balance
        of the
        Class B-1 Certificates (after taking into account the payment of the Class
        B-1
        Principal Distribution Amount on such Distribution Date), (6) the Certificate
        Principal Balance of the Class B-2 Certificates (after taking into account
        the
        payment of the Class B-2 Principal Distribution Amount on such Distribution
        Date) and (7) the Certificate Principal Balance of the Class B-3 Certificates
        immediately prior to such Distribution Date, over (b) the lesser of (1) the
        product of (x) 95.90% and (y) the aggregate Stated Principal Balance of the
        Mortgage Loans as of the last day of the related Due Period (after giving
        effect
        to scheduled payments of principal due during the related Due Period, to
        the
        extent received or advanced, and unscheduled collections of principal received
        during the related Prepayment Period, and after reduction for Realized Losses
        incurred during the related Due Period), and (2) the aggregate Stated Principal
        Balance of the Mortgage Loans as of the last day of the related Due Period
        (after giving effect to scheduled payments of principal due during the related
        Due Period, to the extent received or advanced, and unscheduled collections
        of
        principal received during the related Prepayment Period, and after reduction
        for
        Realized Losses incurred during the related Due Period) minus
        $1,815,756.

       

      Class
        B-4 Certificate:
        Any
        Certificate designated as a “Class B-4 Certificate” on the face thereof, in the
        form of Exhibit A-3 hereto, representing the right to its Percentage Interest
        of
        distributions provided for the Class B-4 Certificates as set forth herein
        and
        evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
        Basis Risk Shortfall Carry Forward Amounts.

       

      Class
        B-4 Pass-Through Rate:
        Shall
        mean (i) on any Distribution Date which occurs on or prior to the Optional
        Termination Date, the lesser of (1) One-Month LIBOR plus 2.100% per annum
        and
        (ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the
        lesser
        of (1) One-Month LIBOR plus 3.150% per annum and (ii) 11.00% per annum, in
        each
        case subject to a cap equal to the related Net Rate Cap for such Distribution
        Date.

       

      Class
        B-4 Principal Distribution Amount:
        For any
        Distribution Date, an amount equal to the lesser of (x) the remaining Principal
        Distribution Amount for such Distribution Date after distribution of the
        Class A
        Principal Distribution Amount and (y) the excess, if any, of (a) the sum
        of (1)
        the aggregate Certificate Principal Balance of the Class A Certificates (after
        taking into account the distribution of the Class A Principal Distribution
        Amount on such Distribution Date), (2) the Certificate Principal Balance
        of the
        Class M-1 Certificates (after taking into account the payment of the Class
        M-1
        Principal Distribution Amount on such Distribution Date), (3) the Certificate
        Principal Balance of the Class M-2 Certificates (after taking into account
        the
        payment of the Class M-2 Principal Distribution Amount on such Distribution
        Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
        (after taking into account the payment of the Class M-3 Principal Distribution
        Amount on such Distribution Date), (5) the Certificate Principal Balance
        of the
        Class B-1 Certificates (after taking into account the payment of the Class
        B-1
        Principal Distribution Amount on such Distribution Date), (6) the Certificate
        Principal Balance of the Class B-2 Certificates (after taking into account
        the
        payment of the Class B-2 Principal Distribution Amount on such Distribution
        Date), (7) the Certificate Principal Balance of the Class B-3 Certificates
        (after taking into account the payment of the Class B-3 Principal Distribution
        Amount on such Distribution Date) and (8) the Certificate Principal Balance
        of
        the Class B-4 Certificates immediately prior to such Distribution Date, over
        (b)
        the lesser of (1) the product of (x) 96.90% and (y) the aggregate Stated
        Principal Balance of the Mortgage Loans as of the last day of the related
        Due
        Period (after giving effect to scheduled payments of principal due during
        the
        related Due Period, to the extent received or advanced, and unscheduled
        collections of principal received during the related Prepayment Period, and
        after reduction for Realized Losses incurred during the related Due Period),
        and
        (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the
        last
        day of the related Due Period (after giving effect to scheduled payments
        of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period, and after reduction for Realized Losses incurred during the related
        Due
        Period) minus $1,815,756.

       

      Class
        B-5 Certificate:
        Any
        Certificate designated as a “Class B-5 Certificate” on the face thereof, in the
        form of Exhibit A-3 hereto, representing the right to its Percentage Interest
        of
        distributions provided for the Class B-4 Certificates as set forth herein
        and
        evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
        Basis Risk Shortfall Carry Forward Amounts.

       

      Class
        B-5 Pass-Through Rate:
        Shall
        mean (i) on any Distribution Date which occurs on or prior to the Optional
        Termination Date, the lesser of (1) One-Month LIBOR plus 2.000% per annum
        and
        (ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the
        lesser
        of (1) One-Month LIBOR plus 3.000% per annum and (ii) 11.00% per annum, in
        each
        case subject to a cap equal to the related Net Rate Cap for such Distribution
        Date.

       

      Class
        B-5 Principal Distribution Amount:
        For any
        Distribution Date, an amount equal to the lesser of (x) the remaining Principal
        Distribution Amount for such Distribution Date after distribution of the
        Class A
        Principal Distribution Amount and (y) the excess, if any, of (a) the sum
        of (1)
        the aggregate Certificate Principal Balance of the Class A Certificates (after
        taking into account the distribution of the Class A Principal Distribution
        Amount on such Distribution Date), (2) the Certificate Principal Balance
        of the
        Class M-1 Certificates (after taking into account the payment of the Class
        M-1
        Principal Distribution Amount on such Distribution Date), (3) the Certificate
        Principal Balance of the Class M-2 Certificates (after taking into account
        the
        payment of the Class M-2 Principal Distribution Amount on such Distribution
        Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
        (after taking into account the payment of the Class M-3 Principal Distribution
        Amount on such Distribution Date), (5) the Certificate Principal Balance
        of the
        Class B-1 Certificates (after taking into account the payment of the Class
        B-1
        Principal Distribution Amount on such Distribution Date), (6) the Certificate
        Principal Balance of the Class B-2 Certificates (after taking into account
        the
        payment of the Class B-2 Principal Distribution Amount on such Distribution
        Date), (7) the Certificate Principal Balance of the Class B-3 Certificates
        (after taking into account the payment of the Class B-3 Principal Distribution
        Amount on such Distribution Date), (8) the Certificate Principal Balance
        of the
        Class B-4 Certificates (after taking into account the payment of the Class
        B-4
        Principal Distribution Amount on such Distribution Date) and (9) the Certificate
        Principal Balance of the Class B-5 Certificates immediately prior to such
        Distribution Date, over (b) the lesser of (1) the product of (x) 97.90% and
        (y)
        the aggregate Stated Principal Balance of the Mortgage Loans as of the last
        day
        of the related Due Period (after giving effect to scheduled payments of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period, and after reduction for Realized Losses incurred during the related
        Due
        Period), and (2) the aggregate Stated Principal Balance of the Mortgage Loans
        as
        of the last day of the related Due Period (after giving effect to scheduled
        payments of principal due during the related Due Period, to the extent received
        or advanced, and unscheduled collections of principal received during the
        related Prepayment Period, and after reduction for Realized Losses incurred
        during the related Due Period) minus $1,815,756.

       

      Class
        C Certificate:
        Any
        Certificate designated as a “Class C Certificate” on the face thereof, in the
        form of Exhibit A-4 hereto, representing the right to its Percentage Interest
        of
        distributions provided for the Class C Certificates herein and evidencing
        (i) a
        Regular Interest in REMIC IV and (ii) the obligation to pay Basis Risk Shortfall
        Carry Forward Amounts.

       

      Class
        C Distribution Amount:
        With
        respect to any Distribution Date, the sum of (i) the Current Interest for
        the
        Class C Interest for such Distribution Date, (ii) any Overcollateralization
        Release Amount for such Distribution Date and (iii) without duplication,
        any
        Subsequent Recoveries not distributed to the Class A, Class M and Class B
        Certificates on such Distribution Date; provided, however that on any
        Distribution Date after the Distribution Date on which the Certificate Principal
        Balances of the Class A, Class M and Class B Certificates have been reduced
        to
        zero, the Class C Distribution Amount shall include the Overcollateralization
        Amount. For federal income tax purposes, the Class C Distribution Amount
        for the
        Class C Interest for any Distribution Date shall be an amount equal to 100%
        of
        the amounts distributed in respect of REMIC II Regular Interest C on such
        Distribution Date.

       

      Class
        C Interest:
        An
        uncertificated interest in the Trust Fund held by the Trustee on behalf of
        the
        Holders of the Class C Certificates, evidencing a Regular Interest in REMIC
        III
        for purposes of the REMIC Provisions.

       

      Class
        M Certificates:
        Any of
        the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6
        Certificates.

       

      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 its Percentage Interest
        of
        distributions provided for the Class M-1 Certificates as set forth herein
        and
        evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
        Basis Risk Shortfall Carry Forward Amounts.

       

      Class
        M-1 Pass-Through Rate:
        Shall
        mean (i) on any Distribution Date which occurs on or prior to the Optional
        Termination Date, the lesser of (1) One-Month LIBOR plus 0.320% per annum
        and
        (ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the
        lesser
        of (1) One-Month LIBOR plus 0.480% per annum and (ii) 11.00% per annum, in
        each
        case subject to a cap equal to the related Net Rate Cap for such Distribution
        Date.

       

      Class
        M-1 Principal Distribution Amount:
        For any
        Distribution Date, an amount equal to the lesser of (x) the remaining Principal
        Distribution Amount for such Distribution Date after distribution of the
        Class A
        Principal Distribution Amount and (y) the excess, if any, of (a) the sum
        of (1)
        the aggregate Certificate Principal Balance of the Class A Certificates (after
        taking into account the distribution of the Class A Principal Distribution
        Amount on such Distribution Date) and (2) the Certificate Principal Balance
        of
        the Class M-1 Certificates immediately prior to such Distribution Date, over
        (b)
        the lesser of (1) the product of (x) 89.80% and (y) the aggregate Stated
        Principal Balance of the Mortgage Loans as of the last day of the related
        Due
        Period (after giving effect to scheduled payments of principal due during
        the
        related Due Period, to the extent received or advanced, and unscheduled
        collections of principal received during the related Prepayment Period, and
        after reduction for Realized Losses incurred during the related Due Period),
        and
        (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the
        last
        day of the related Due Period (after giving effect to scheduled payments
        of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period, and after reduction for Realized Losses incurred during the related
        Due
        Period) minus $1,815,756.

       

      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 its Percentage Interest
        of
        distributions provided for the Class M-2 Certificates as set forth herein
        and
        evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
        Basis Risk Shortfall Carry Forward Amounts.

       

      Class
        M-2 Pass-Through Rate:
        Shall
        mean (i) on any Distribution Date which occurs on or prior to the Optional
        Termination Date, the lesser of (1) One-Month LIBOR plus 0.380% per annum
        and
        (ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the
        lesser
        of (1) One-Month LIBOR plus 0.570% per annum and (ii) 11.00% per annum, in
        each
        case subject to a cap equal to the related Net Rate Cap for such Distribution
        Date.

       

      Class
        M-2 Principal Distribution Amount:
        For any
        Distribution Date, an amount equal to the lesser of (x) the remaining Principal
        Distribution Amount for such Distribution Date after distribution of the
        Class A
        Principal Distribution Amount and the Class M-1 Principal Distribution Amount
        and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate
        Principal Balance of the Class A Certificates (after taking into account
        the
        distribution of the Class A Principal Distribution Amount on such Distribution
        Date), (2) the Certificate Principal Balance of the Class M-1 Certificates
        (after taking into account the distribution of the Class M-1 Principal
        Distribution Amount on such Distribution Date) and (3) the Certificate Principal
        Balance of the Class M-2 Certificates immediately prior to such Distribution
        Date, over (b) the lesser of (1) the product of (x) 92.20% and (y) the aggregate
        Stated Principal Balance of the Mortgage Loans as of the last day of the
        related
        Due Period (after giving effect to scheduled payments of principal due during
        the related Due Period, to the extent received or advanced, and unscheduled
        collections of principal received during the related Prepayment Period, and
        after reduction for Realized Losses incurred during the related Due Period),
        and
        (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the
        last
        day of the related Due Period (after giving effect to scheduled payments
        of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period, and after reduction for Realized Losses incurred during the related
        Due
        Period) minus $1,815,756.

       

      Class
        M-3 Certificate:
        Any
        Certificate designated as a “Class M-3 Certificate” on the face thereof, in the
        form of Exhibit A-2 hereto, representing the right to its Percentage Interest
        of
        distributions provided for the Class M-3 Certificates as set forth herein
        and
        evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
        Basis Risk Shortfall Carry Forward Amounts.

       

      Class
        M-3 Pass-Through Rate:
        Shall
        mean (i) on any Distribution Date which occurs on or prior to the Optional
        Termination Date, the lesser of (1) One-Month LIBOR plus 0.400% per annum
        and
        (ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the
        lesser
        of (1) One-Month LIBOR plus 0.600% per annum and (ii) 11.00% per annum, in
        each
        case subject to a cap equal to the related Net Rate Cap for such Distribution
        Date.

       

      Class
        M-3 Principal Distribution Amount:
        For any
        Distribution Date, an amount equal to the lesser of (x) the remaining Principal
        Distribution Amount for such Distribution Date after distribution of the
        Class A
        Principal Distribution Amount, the Class M-1 Principal Distribution Amount
        and
        the Class M-2 Principal Distribution Amount and (y) the excess, if any, of
        (a)
        the sum of (1) the aggregate Certificate Principal Balance of the Class A
        Certificates (after taking into account the distribution of the Class A
        Principal Distribution Amount on such Distribution Date), (2) the Certificate
        Principal Balance of the Class M-1 Certificates (after taking into account
        the
        distribution of the Class M-1 Principal Distribution Amount on such Distribution
        Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
        (after taking into account the distribution of the Class M-2 Principal
        Distribution Amount on such Distribution Date) and (4) the Certificate Principal
        Balance of the Class M-3 Certificates immediately prior to such Distribution
        Date, over (b) the lesser of (1) the product of (x) 93.50% and (y) the aggregate
        Stated Principal Balance of the Mortgage Loans as of the last day of the
        related
        Due Period (after giving effect to scheduled payments of principal due during
        the related Due Period, to the extent received or advanced, and unscheduled
        collections of principal received during the related Prepayment Period, and
        after reduction for Realized Losses incurred during the related Due Period),
        and
        (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the
        last
        day of the related Due Period (after giving effect to scheduled payments
        of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period, and after reduction for Realized Losses incurred during the related
        Due
        Period) minus $1,815,756.

       

      Class
        P Certificate:
        Any
        Certificate designated as a “Class P Certificate” on the face thereof, in the
        form of Exhibit A-5 hereto, representing the right to its Percentage Interest
        of
        distributions provided for the Class P Certificates as set forth herein and
        evidencing a Regular Interest in REMIC V and (ii) the right to receive any
        Prepayment Charge Waiver Amounts.

       

      Class
        P Certificate Account:
        The
        account established and maintained by the Securities Administrator pursuant
        to
        Section 6.09 hereof.

       

      Class
        P Interest:
        An
        uncertificated interest in the Trust Fund held by the Trustee on behalf of
        the
        Holders of the Class P Certificates, evidencing a Regular Interest in REMIC
        III
        for purposes of the REMIC Provisions.

      


      Class
        R Certificate:
        Any of
        the Class R-1, Class R-2, Class R-3 or Class RX Certificates.

       

      Class
        R-1 Certificate:
        Any
        Certificate designated a “Class R-1 Certificate” on the face thereof, in the
        form set forth in Exhibit A-6 hereto, evidencing the Residual Interest in
        REMIC
        I and representing the right to the Percentage Interest of distributions
        provided for the Class R-1 Certificates as set forth herein.

       

      Class
        R-2 Certificate:
        Any
        Certificate designated a “Class R-2 Certificate” on the face thereof, in the
        form set forth in Exhibit A-6 hereto, evidencing the Residual Interest in
        REMIC
        II and representing the right to the Percentage Interest of distributions
        provided for the Class R-2 Certificates as set forth herein.

       

      Class
        R-3 Certificate:
        Any
        Certificate designated a “Class R-3 Certificate” on the face thereof, in the
        form set forth in Exhibit A-6 hereto, evidencing the Residual Interest in
        REMIC
        III and representing the right to the Percentage Interest of distributions
        provided for the Class R-3 Certificates as set forth herein.

       

      Class
        RX Certificate:
        Any
        Certificate designated a “Class RX Certificate” on the face thereof, in the form
        set forth in Exhibit A-6 hereto, evidencing the ownership of the Class R-4
        Interest and Class R-5 Interest and representing the right to the Percentage
        Interest of distributions provided for the Class RX Certificates as set forth
        herein.

       

      Closing
        Date:
        June
        30, 2006.

       

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

       

      Company:
        EMC.

       

      Company
        Information:
        As
        defined in Section 4.18(c).

       

      Compensating
        Interest:
        An
        amount, not to exceed the Servicing Fee, to be deposited in the Distribution
        Account by the Company or the related Servicer with respect 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 to the extent
        provided in Section 6.02(c) hereof.

      

        Corporate
          Trust Office:
          With
          respect to the Trustee, the designated corporate trust 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 U.S. Bank National Association, One Federal
          Street,
          3rd
          Floor,
          Boston, Massachusetts 02110, Attention: Corporate Trust Services, BSABS
          2006-AC4, or such other address as the Trustee may designate from time
          to time,
          and (ii) with respect to the Securities Administrator, the designated office
          of
          the Securities Administrator at which 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 9062 Old Annapolis
          Road, Columbia, MD 21045, Attention: Corporate Trust Services, BSABS 2006-AC4
          except for purposes of certificate transfer purposes, such term shall mean
          the
          office or agency of the Securities Administrator located at Wells Fargo
          Bank,
          N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479,
          Attention: Corporate Trust Services, BSABS 2006-AC4.

         

      

      Corresponding
        Certificate:
        With
        respect to each REMIC II Regular Interest (other than REMIC II Regular Interests
        C and P), the Certificate with the corresponding designation.

       

      Corresponding
        Interest:
        With
        respect to each REMIC I Regular Interest (other than REMIC I Regular Interests
        AA and ZZ), the REMIC II Regular Interest with the corresponding designation.
        

       

      Current
        Interest:
        As of
        any Distribution Date, with respect to the Certificates and interests of
        each
        class (other than the the Residual Interests and the Residual Certificates),
        (i)
        the interest accrued on the Certificate Principal Balance or Notional Amount
        or
        Uncertificated Notional Amount, as applicable, during the related Interest
        Accrual Period at the applicable Pass-Through Rate, plus any amount previously
        distributed with respect to interest for such Certificate or interest that
        has
        been recovered as a voidable preference by a trustee in bankruptcy minus
        (ii)
        the sum of (a) any Prepayment Interest Shortfall for such Distribution Date,
        to
        the extent not covered by Compensating Interest and (b) any Relief Act Interest
        Shortfalls during the related Due Period, provided, however, that for purposes
        of calculating Current Interest for any such class, amounts specified in
        clause
        (ii) hereof for any such Distribution Date shall be allocated first to the
        C
        Certificates and the Class C Interest in reduction of amounts otherwise
        distributable to such Certificates and interest on such Distribution Date
        and
        then any excess shall be allocated to each Class of Class A, Class M and
        Class B
        Certificates pro
        rata
        based on
        the respective amounts of interest accrued pursuant to clause (i) hereof
        for
        each such Class on such Distribution Date.

       

      Current
        Report:
        The
        Current Report pursuant to Section 13 or 15(d) of the Exchange Act.

       

      
        Current
          Specified Enhancement Percentage:
          With
          respect to any Distribution Date, the percentage obtained by dividing (x)
          the
          sum of (i) the aggregate Certificate Principal Balance of the Class M
          Certificates and Class B Certificates and (ii) the Overcollateralization
          Amount,
          in each case prior to the distribution of the Principal Distribution Amount
          on
          such Distribution Date, by (y) the aggregate Stated Principal Balance of
          the
          Mortgage Loans as of the end of the related Due Period (after giving effect
          to
          scheduled payments of principal due during the related Due Period, to the
          extent
          received or advanced, and unscheduled collections of principal received
          during
          the related Prepayment Period, and after reduction for Realized Losses
          incurred
          during the related Due Period).

         

      

      Custodial
        Agreement:
        An
        agreement, dated as of June 30, 2006, among the Depositor, the Seller, the
        Trustee, the Master Servicer, the Securities Administrator and the Custodian
        in
        substantially the form of Exhibit J hereto.

       

      Custodian:
        Wells
        Fargo Bank, National Association, or any successor custodian appointed pursuant
        to the provisions hereof and the Custodial Agreement.

       

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

       

      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. The aggregate Cut-off Date Principal Balance of the Mortgage Loans
        is
        $363,151,281.98.

       

      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.

       

      Delinquency
        Event:
        A
        Delinquency Event shall have occurred and be continuing if at any time, (x)
        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
        (including for this purpose any such Mortgage Loans in bankruptcy or foreclosure
        and Mortgage Loans with respect to which the related Mortgaged Property is
        REO
        Property), and the denominator of which is the aggregate Stated Principal
        Balance of all of the Mortgage Loans as of the last day of the related Due
        Period exceeds (y) 47.60% of the Current Specified Enhancement
        Percentage.

       

      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. This method of determining
        delinquencies is also referred to as the OTS method.

       

      Denomination:
        With
        respect to each Certificate, the amount set forth on the face thereof as
        the
“Initial Principal Balance or initial notional amount 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 between
          the
          Depositor signing on behalf of the Issuing Entity and the initial Depository,
          dated as of the Closing Date, substantially in the form of Exhibit
          H.

         

      

      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 15th day of the month of such Distribution
        Date or, if such 15th day is not a Business Day, the immediately preceding
        Business Day.

       

      Distribution
        Account:
        The
        separate Eligible Account created and maintained by the Securities Administrator
        pursuant to Section 5.08 in the name of the Trustee for the benefit of the
        Certificateholders and designated “U.S. Bank National Association, in trust for
        registered Holders of Bear Stearns Asset Backed Securities I LLC, Asset-Backed
        Certificates, Series 2006-AC4” shall be held in trust for the Certificateholders
        for the uses and purposes set forth in this Agreement.

       

      Distribution
        Date:
        The
        25th day of each calendar month after the initial issuance of the Certificates,
        or if such 25th day is not a Business Day, the next succeeding Business Day,
        commencing in July 2006.

       

      Distribution
        Report:
        The
        Asset-Backed Issuer Distribution Report pursuant to Section 13 or 15(d) of
        the
        Exchange Act.

       

      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.

       

      EDGAR:
        As
        defined in Section 4.18.

       

      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.

       

      EMC:
        EMC
        Mortgage Corporation, a Delaware corporation.

       

      EMC
        Mortgage Loans:
        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 Certificates:
        Any of
        the Class B-5, Class C, Class P and Residual Certificates.

       

      Event
        of Default:
        As
        defined in Section 9.01 hereof.

       

      Excess
        Cashflow:
        With
        respect to any Distribution Date, an amount, if any, equal to the sum of
        (a) the
        Remaining Excess Spread for such Distribution Date and (b) the
        Overcollateralization Release Amount for such Distribution Date.

       

      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.

       

      Excess
        Spread:
        With
        respect to any Distribution Date, the excess, if any, of (i) the Interest
        Funds
        for such Distribution Date over (ii) the sum of the Current Interest on the
        Class A, Class M and Class B Certificates and Interest Carry Forward Amounts
        on
        the Class A Certificates (other than Interest Carry Forward Amounts paid
        pursuant to Section 6.04(a)(3)(A)), in each case for such Distribution
        Date.

       

      Exchange
        Act:
        Securities Exchange Act of 1934, as amended.

       

      Exchange
        Act Reports:
        Any
        reports required to be filed pursuant to Section 4.18 of this
        Agreement.

       

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

       

      Extra
        Principal Distribution Amount:
        With
        respect to any Distribution Date, the lesser of (i) the excess, if any, of
        the
        Overcollateralization Target Amount for such Distribution Date, over the
        Overcollateralization Amount for such Distribution Date (after giving effect
        to
        distributions of principal on the Certificates other than any Extra Principal
        Distribution Amount) and (ii) the Excess Spread for such Distribution
        Date.

       

      Fannie
        Mae:
        Fannie
        Mae (formally, 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 EMC 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 the Company and each Servicer, of each Final Recovery
        Determination made thereby.

       

      Final
        Scheduled Distribution Date:
        With
        respect to the Certificates, July 25, 2036.

       

      Fiscal
        Quarter:
        December 1 to February 29 (or the last day in such month), March 1 to May
        31,
        June 1 to August 31, or September to November 30, as applicable.

       

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

       

      Global
        Certificate:
        Any
        Private Certificate registered in the name of the Depository or its nominee,
        beneficial interests in which are reflected on the books of the Depository
        or on
        the books of a Person maintaining an account with such Depository (directly
        or
        as an indirect participant in accordance with the rules of such
        depository).

      

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

         

      

      HSBC:
        HSBC
        Mortgage Corporation (USA).

       

      HSBC
        Assignment Agreement:
        The
        Assignment, Assumption and Recognition Agreement, dated as of June 30, 2006,
        by
        and among the Seller, HSBC and the Trustee evidencing the assignment of the
        HSBC
        Servicing Agreement to the Trust, attached hereto as Exhibit R-2.

       

      HSBC
        Servicing Agreement:
        The
        Amended and Restated Purchase, Warranties and Servicing Agreement, dated
        as of
        September 1, 2005, between the Seller and HSBC, as amended, attached hereto
        as
        Exhibit Q-2, as modified by the HSBC Assignment Agreement.

       

      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.

       

      Individual
        Certificate:
        Any
        Private Certificate registered in the name of the Holder other than the
        Depository or its nominee.

       

      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
          Accrual Period:
          With
          respect to the Certificates (other than the Class C, Class P Certificates and
          the Residual Certificates) and any Distribution Date, the period from and
          including the 25th day of the calendar month preceding the month in which
          such
          Distribution Date occurs (or with respect to the Class M Certificates and
          Class
          B Certificates and the first Interest Accrual Period, the Closing Date)
          to and
          including the 24th
          day of
          the calendar month in which such Distribution Date occurs. The Class R
          Certificates and Class P Certificates are not entitled to distributions
          of
          interest and do not have an Interest Accrual Period. With respect to the
          Class C
          Certificates and the Class C Interest and any Distribution Date, the calendar
          month immediately preceding such Distribution Date. All calculations of
          interest
          on the Class A Certificates and Class C Certificates and the Class C Interest
          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 Certificates and Class B
          Certificates will be made on the basis of the actual number of days elapsed
          in
          the related Interest Accrual Period.

         

      

      Interest
        Carry Forward Amount:
        As of
        any Distribution Date and with respect to each Class of Certificates (other
        than
        the Class C, Class P and Residual Certificates), the sum of (i) the excess
        of
        (a) the Current Interest for such Class with respect to such Distribution
        Date
        and any prior Distribution Dates over (b) the amount actually distributed
        to
        such Class of Certificates with respect to interest on such Distribution
        Dates
        and (ii) interest thereon (to the extent permitted by applicable law) at
        the
        applicable Pass-Through Rate for such Class for the related Interest Accrual
        Period including the Interest Accrual Period relating to such Distribution
        Date.

       

      Interest
        Determination Date:
        Shall
        mean the second LIBOR Business Day preceding the commencement of each Interest
        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
          remitted by the related Servicer or Master Servicer, as applicable, on
          or prior
          to the related Remittance Date, (c) all Compensating Interest with respect
          to
          the related Mortgage Loans 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 and Subsequent Recoveries with respect to the related
          Mortgage Loans collected during the related Prepayment Period (to the extent
          such Liquidation Proceeds and Subsequent Recoveries 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 EMC pursuant to Section
          4.20, (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 and (g) the interest
          portion
          of any proceeds received from the exercise of an Optional Termination pursuant
          to Section 11.01 minus (ii) all amounts required to be reimbursed pursuant
          to
          Sections 5.02, 5.05 and 5.09 or as otherwise set forth in this
          Agreement.

         

        Issuing
          Entity: Bear Stearns Asset Backed Securities I Trust 2006-AC4.

        

          Latest
            Possible Maturity Date:
            July
            25, 2036, which is the Distribution Date in the month 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. For purposes of the Treasury
            regulations under Sections 860A through 860G of the Code, the latest
            possible
            maturity date of each Regular Interest issued by REMIC I, REMIC II, REMIC
            III,
            REMIC IV and REMIC V shall be the Latest Possible Maturity 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
        Certificates:
        Any of
        the Class A, Class M and Class B Certificates.

       

      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
        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 6.05(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 and on the Mortgage Loan
        Schedule.

       

      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.

       

      Majority
        Class C Certificateholder:
        Shall
        mean the Holder of a 50.01% or greater Percentage Interest in the Class C
        Certificates.

       

      Marker
        Rate:
        With
        respect to REMIC II Regular Interest C and any Distribution Date, a per annum
        rate equal to two (2) times the weighted average of the Uncertificated REMIC
        I
        Pass-Through Rates for the REMIC I Regular Interests (other than REMIC I
        Regular
        Interests AA and P), with the rate on each such REMIC I Regular Interest
        (other
        than REMIC I Regular Interest ZZ) subject to a cap equal to the Uncertificated
        REMIC II Pass-Through Rate for the Corresponding Interest for the purpose
        of
        this calculation for such Distribution Date, and with the rate on REMIC I
        Regular Interest ZZ subject to a cap of zero for the purpose of this
        calculation; provided, however, that solely for this purpose, the related
        cap
        with respect to each REMIC I Regular Interest (other than REMIC I Regular
        Interests AA, A-1, P and ZZ) shall be multiplied by a fraction, the numerator
        of
        which is 30 and the denominator of which is the actual number of days in
        the
        related Interest Accrual Period.

       

      Master
        Servicer:
        Wells
        Fargo Bank, National Association, in its capacity as master servicer, and
        its
        successors and assigns.

       

      Master
        Servicing Compensation:
        For any
        Distribution Date, the Master Servicing Fee for such Distribution Date and
        any
        amounts earned on permitted investments in the Distribution
        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 Due Date in the month preceding the month in which
        such
        Distribution Date occurs.

       

      Master
        Servicing Fee Rate:
        0.0175%
        per annum.

       

      Master
        Servicing Information:
        As
        defined in Section 4.18(c).

       

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

         

      

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

       

      MERS®
        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® System.

      

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

         

      

      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
        Statement:
        The
        statement delivered pursuant to Section 6.06.

       

      Moody’s:
        Moody’s
        Investors Service, Inc., and any successor thereto.

       

      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 or Custodian
        on its behalf 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:
        Shall
        mean the Mortgage Loan Purchase Agreement, dated as of June 30, 2006, between
        the Seller, as seller and the Depositor, as purchaser in the form attached
        hereto as Exhibit L.

       

      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 Seller 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:

       

      (a) the
        city,
        state and zip code of the Mortgaged Property; 

       

      (b) the
        property type;

       

      (c) the
        Mortgage Interest Rate;

       

      (d) the
        Servicing Fee Rate;

       

      (e) the
        Master Servicer's Fee Rate;

       

      (f) the
        LPMI
        Fee, if applicable;

       

      (g) the
        Trustee Fee Rate, if applicable;

       

      (h) the
        Net
        Rate;

       

      (i) the
        maturity date;

       

      (j) the
        stated original term to maturity;

       

      (k) the
        stated remaining term to maturity;

       

      (l) the
        original Principal Balance;

       

      (m) the
        first
        payment date;

       

      (n) the
        principal and interest payment in effect as of the Cut-off Date;

       

      (o) the
        unpaid Principal Balance as of the Cut-off Date;

       

      (p) the
        Loan-to-Value Ratio at origination;

       

      (q) the
        insurer of any Primary Mortgage Insurance Policy;

       

      (r) the
        MIN
        with respect to each MOM Loan;

       

      (s) the
        Gross
        Margin, if applicable;

       

      (t) the
        next
        Adjustment Date, if applicable;

       

      (u) the
        Maximum Mortgage Rate, if applicable;

       

      (v) the
        Minimum Mortgage Rate, if applicable;

       

      (w) the
        Periodic Rate Cap, if applicable; 

       

      (x) the
        Loan
        Group, if applicable;

       

      (y) a
        code
        indicating whether the Mortgage Loan is negatively amortizing;

       

      (z) which
        Mortgage Loans adjust after an initial fixed-rate period of one, two, three,
        five, seven or ten years or any other period; 

       

      (aa) the
        Prepayment Charge, if any;

       

      (bb) lien
        position (e.g., first lien or second lien);

       

      (cc) a
        code
        indicating whether the Mortgage Loan is has a balloon payment;

       

      (dd) a
        code
        indicating whether the Mortgage Loan is an interest-only loan; 

       

      (ee) the
        interest-only term, if applicable;

       

      (ff) the
        Mortgage Loan Seller; and

       

      (gg) the
        original amortization term.

       

      Such
        schedule also shall set forth for all of the Mortgage Loans, the total number
        of
        Mortgage Loans, the total of each of the amounts described under (n) and
        (j)
        above, the weighted average by principal balance as of the Cut-off Date of
        each
        of the rates described under (c) through (h) above, and the weighted average
        remaining term to maturity by unpaid principal balance as of the Cut-off
        Date.

       

      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
        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 Master Servicing
        Fee
        Rate and (iii) the rate at which the LPMI Fee is calculated, if
        any.

       

      
        Net
          Rate Cap:
          With
          respect to the Class A-1, Class A-2 and Class A-3 Certificates and any
          Distribution Date will be calculated based on an assumed certificate with
          a
          principal balance equal to the aggregate Certificate Principal Balance
          of the
          Class A-1, Class A-2 and Class A-3 Certificates and a fixed pass-through
          rate of
          6.50% per annum and a rate increase of 0.50% per annum after the Optional
          Termination Date. If the weighted average of the Net Mortgage Rates on
          the
          Mortgage Loans for any Distribution Date is less than 6.50% per annum (or,
          after
          the Optional Termination Date, 7.00% per annum), the amount of the shortfall
          which would occur with respect to the assumed certificate for such Distribution
          Date will be allocated among the Class A-1, Class A-2 and Class A-3 Certificates
          in proportion to their current entitlements to interest for such Distribution
          Date calculated without regard to this cap, and the Net Rate Cap for each
          such
          Class for such Distribution Date will be equal to the Pass-Through Rate
          for such
          Class for such Distribution Date (determined without regard to the related
          Net
          Rate Cap) reduced by the shortfall for such Distribution Date allocable
          to such
          Class as determined pursuant to this sentence. For the avoidance of doubt,
          the
          Net Rate Cap will not be applicable to the Class A-1, Class A-2 or Class
          A-3
          Certificates for any Distribution Date on which the weighted average of
          the Net
          Mortgage Rates on the Mortgage Loans is equal to or greater than 6.50%
          per annum
          (or, after the Optional Termination Date, 7.00% per annum). 

         

      

      With
        respect to the Class M Certificates and Class B Certificates, a per annum
        rate
        equal to the weighted average of the Net Mortgage Rates on the Mortgage Loans
        as
        of the first day of the related Due Period , adjusted for the actual numbers
        of
        days elapsed in the Interest Accrual Period.

       

      
        For
          federal income tax purposes, the Net Rate Cap with respect to each of the
          Class
          A-1 Certificates, Class A-2 Certificates and Class A-3 Certificates and
          any
          Distribution Date shall be equal to the Uncertificated REMIC III Pass-Through
          Rate for such Distribution Date for the Regular Interest the ownership
          of which
          is represented by such Certificate. For federal income tax purposes, the
          Net
          Rate Cap with respect to each Class M Certificate and Class B Certificate
          and
          any Distribution Date shall be a rate equal to the weighted average of
          the
          Uncertificated REMIC II Pass-Through Rate for such Distribution Date for
          the
          REMIC II Regular Interest for which such Certificate is the Corresponding
          Certificate. 

      

       

      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.

       

      Notional
        Amount:
        With
        respect to the Class C Certificates and any Distribution Date, an amount
        equal
        to the aggregate Stated Principal Balance of the Mortgage Loans. The initial
        Notional Amount of the Class C Certificates shall be $363,151,281.98. For
        federal income tax purposes, the Class C Certificates will have a Notional
        Amount equal to the Uncertificated Notional Amount of the Class C
        Interest.

       

      Offered
        Certificates:
        Any of
        the Class A-1, Class A-2, Class A-3, Class M-1, Class M-2, Class M-3, Class
        B-1,
        Class B-2, Class B-3 and Class B-4 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, the Seller, any Servicer 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 Interest Accrual Period and the LIBOR Certificates, 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. 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 Interest
        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 shall be One-Month LIBOR applicable to the preceding
        Interest 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 LIBOR
        Certificates for the related Interest 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 created hereunder as a result of the purchase
          of all of
          the assets of the Trust and any related REO Property pursuant to Section
          11.01.

         

        Optional
          Termination Date:
          The
          Distribution Date on which the Stated Principal Balance of all of the Mortgage
          Loans is equal to or less than 10% of the Stated Principal Balance of all
          of the
          Mortgage Loans as of the Cut-off Date.

         

      

      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 Securities Administrator or delivered to the
        Securities Administrator for cancellation; and

       

      (b) Certificates
        in exchange for which or in lieu of which other Certificates have been executed
        and delivered by the Securities Administrator 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.

       

      Overcollateralization
        Amount:
        With
        respect to any Distribution Date, the excess, if any, of the aggregate Stated
        Principal Balance of the Mortgage Loans as of the last day of the related
        Due
        Period (after giving effect to scheduled payments of principal due during
        the
        related Due Period, to the extent received or advanced, and unscheduled
        collections of principal received during the related Prepayment Period, and
        after reduction for Realized Losses incurred during the related Due Period)
        over
        the aggregate Certificate Principal Balance of the Certificates (other than
        the
        Class C Certificates and the Class P Certificates) on such Distribution Date
        (after taking into account the payment of principal other than any Extra
        Principal Distribution Amount on such Certificates).

       

      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
        Overcollateralization 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 (with the amount pursuant to clause (y) deemed to be $0
        if the
        Overcollateralization Amount is less than or equal to the Overcollateralization
        Target Amount on that Distribution Date).

       

      Overcollateralization
        Target Amount:
        With
        respect to any Distribution Date (a) prior to the Stepdown Date, 1.05% of
        the
        aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
        Date,
        (b) on or after the Stepdown Date and if a Trigger Event is not in effect,
        the
        greater of (i) the lesser of (1) 1.05% of the aggregate Stated Principal
        Balance
        of the Mortgage Loans as of the Cut-off Date and (2) 2.10% of the then current
        aggregate Stated Principal Balance of the Mortgage Loans as of the last day
        of
        the related Due Period (after giving effect to scheduled payments of principal
        due during the related Due Period, to the extent received or advanced, and
        unscheduled collections of principal received during the related Prepayment
        Period, and after reduction for Realized Losses incurred during the related
        Due
        Period) and (ii) $1,815,756 or (c) on or after the Stepdown Date and if a
        Trigger Event is in effect, the Overcollateralization Target Amount for the
        immediately preceding 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
        Transfer:
        Any
        transaction involving either (1) a sale or other transfer of mortgage loans
        directly or indirectly to an issuing entity in connection with an issuance
        of
        publicly offered or privately placed, rated or unrated mortgage-backed
        securities or (2) an issuance of publicly offered or privately placed, rated
        or
        unrated securities, the payments on which are determined primarily by reference
        to one or more portfolios of residential mortgage loans.

       

      Pass-Through
        Rate:
        With
        respect to each Class of Certificates (other than the Class C Certificates),
        the
        Class A-1 Pass-Through Rate, Class A-2 Pass-Through Rate, Class A-3 Pass-Through
        Rate, Class M-1 Pass-Through Rate, Class M-2 Pass-Through Rate, Class M-3
        Pass-Through Rate, Class B-1 Pass-Through Rate, Class B-2 Pass-Through Rate,
        Class B-3 Pass-Through Rate, Class B-4 Pass-Through Rate or Class B-5
        Pass-Through Rate, as applicable.

       

      With
        respect to the Class C Interest, the Class C Interest shall not have a
        Pass-Through Rate, but the Current Interest for such interest and each
        Distribution Date shall be an amount equal to 100% of the amounts distributable
        to REMIC II Regular Interest C.

       

      With
        respect to the Class C Certificate,
        the
        Class C Certificate shall not have a Pass-Through Rate, but Current Interest
        for
        such Certificate and each Distribution Date shall be an amount equal to 100%
        of
        the amounts distributable to the Class C Interest for such Distribution
        Date.

       

      With
        respect to the Class P Certificate and the Class P Interest, 0.00% per
        annum.

       

      Paying
        Agent:
        The
        Securities Administrator, in its capacity as paying agent, and its successors
        and assigns.

      
         

      

      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.

      
         

        Periodic
          Rate Cap:
          With
          respect to each Adjustable Rate Mortgage Loan and any Adjustment Date therefor,
          the fixed percentage set forth in the related Mortgage Note, which is the
          maximum amount by which the Mortgage Rate for such Mortgage Loan may increase
          or
          decrease (without regard to the Maximum Mortgage Rate or the Minimum Mortgage
          Rate) on such Adjustment Date from the Mortgage Rate in effect immediately
          prior
          to such Adjustment Date.

         

      

      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) 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;

       

      (iv) 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;

       

      (v) 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;

       

      (vi) 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;

       

      (vii) 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 (iv) above;

       

      (viii) 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;

       

      (ix) 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 rating such fund 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;

       

      (x) 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

       

      (xi) 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 (vi) above); provided further that no amount
        beneficially owned by any REMIC 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 any such REMIC as a REMIC under the Code or result in
        imposition of a tax on any such REMIC. Permitted Investments that are subject
        to
        prepayment or call may not be purchased at a price in excess of
        par.

       

      Permitted
        Transferee:
        Any
        Person (x) 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
        any
        Residual Certificate, (iv) rural electric and telephone cooperatives described
        in Section 1381(a)(2)(C) of the Code or (v) an electing large partnership
        within
        the meaning of Section 775(a) of the Code, (y) that is 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 trust or if it has a valid election in effect under applicable U.S.
        Treasury regulations to be treated as a United States person and (z) other
        than
        any other Person so designated by the Trustee or Securities Administrator
        based
        upon an Opinion of Counsel addressed to the Trustee or Securities Administrator
        (which shall not be an expense of the Trustee or Securities Administrator)
        that
        states that the Transfer of an Ownership Interest in a Residual Certificate
        to
        such Person may cause REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V 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.

       

      Prepayment
        Charge:
        Any
        prepayment premium, penalty or charge payable by a Mortgagor in connection
        with
        any Principal Prepayment on a Mortgage Loan pursuant to the terms of the
        related
        Mortgage Note.

       

      Prepayment
        Charge Waiver Amount:
        Any
        amount paid by the Company or related Servicer to the Master Servicer in
        respect
        of waived Prepayment Charges pursuant to Section 5.01(a).

       

      Prepayment
        Interest Excess:
        With
        respect to any Distribution Date, for each EMC Mortgage Loan that was the
        subject of a Principal Prepayment in full or in part during the portion of
        the
        related Prepayment Period occurring between the first day of the calendar
        month
        in which such Distribution Date occurs and the Determination Date of the
        calendar month in which such Distribution Date occurs, an amount equal to
        interest (to the extent received) at the applicable Net Mortgage Rate on
        the
        amount of such Principal Prepayment for the number of days commencing on
        the
        first day of the calendar month in which such Distribution Date occurs and
        ending on the last date through which interest is collected from the related
        Mortgagor.

       

      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, 4.20 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, (b) the
        Master Servicing Fee Rate and (c) the LPMI Fee, if any.

       

      Prepayment
        Period:
        As to
        any Distribution Date and (i) each EMC Mortgage Loan, the period commencing
        on
        the 16th
        day of
        the month prior to the month in which the related Distribution Date occurs
        and
        ending on the 15th
        day of
        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
        Interest Accrual Period for such Class relating to a Distribution
        Date.

       

      Principal
        Distribution Amount:
        With
        respect to each Distribution Date, an amount equal to (x) the Principal Funds
        for such Distribution Date plus (y) any Extra Principal Distribution Amount
        for
        such Distribution Date, less (z) any Overcollateralization Release
        Amount.

       

      Principal
        Funds:
        With
        respect to any Distribution Date, (i) the sum, without duplication, of (a)
        all
        scheduled principal collected on the Mortgage Loans during the related Due
        Period, (b) all Advances relating to principal made with respect to the Mortgage
        Loans remitted by the related Servicer or Master Servicer, as applicable,
        on or
        prior to the Remittance Date, (c) Principal Prepayments with respect to the
        Mortgage Loans 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
        EMC pursuant to Section 4.20, (e) the aggregate of all Substitution Adjustment
        Amounts with respect to the Mortgage Loans for the related Determination
        Date in
        connection with the substitution of related Mortgage Loans pursuant to Section
        2.03(d), (e) all Liquidation Proceeds and Subsequent Recoveries with respect
        to
        the Mortgage Loans collected during the related Prepayment Period (to the
        extent
        such Liquidation Proceeds and Subsequent Recoveries 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 Majority Class C Certificateholder pursuant
        to
        Section 11.01 minus (ii) all related amounts required to be reimbursed pursuant
        to Sections 5.02, 5.05 and 5.09 or as otherwise set forth in this
        Agreement.

       

      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, 4.20 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.

       

      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.

       

      Private
        Certificates:
        Any of
        the Class B-5, Class C, Class P and Class R Certificates.

       

      Prospectus
        Supplement:
        The
        Prospectus Supplement dated June 28, 2006 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 (x) required to be repurchased by the Seller
          pursuant to Section 2.02 or 2.03 hereof or (y) that EMC has a right to
          purchase
          pursuant to Section 4.21 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,
          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 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 (iii) 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 related Servicer pursuant to
        the
        related Servicing Agreement. In addition, to the extent the Company, the
        related
        Servicer or the Master Servicer receives Subsequent Recoveries with respect
        to
        any Mortgage Loan, the amount of the Realized Loss with respect to that Mortgage
        Loan will be reduced to the extent such recoveries are distributed to any
        Class
        of Certificates or applied to increase Excess Spread on any Distribution
        Date.

       

      With
        respect to any REO Property as to which a Final Recovery Determination has
        been
        made, an amount (not less than zero) equal to (i) the unpaid principal balance
        of the related Mortgage Loan as of the date of acquisition of such REO Property
        on behalf of REMIC I, plus (ii) accrued interest from the Due Date as to
        which
        interest was last paid by the Mortgagor in respect of the related Mortgage
        Loan
        through the end of the calendar month immediately preceding the calendar
        month
        in which such REO Property was acquired, calculated in the case of each calendar
        month during such period (A) at an annual rate equal to the annual rate at
        which
        interest was then accruing on the related Mortgage Loan and (B) on a principal
        amount equal to the Stated Principal Balance of the related Mortgage Loan
        as of
        the close of business on the Distribution Date during such calendar month,
        plus
        (iii) REO Imputed Interest for such REO Property for each calendar month
        commencing with the calendar month in which such REO Property was acquired
        and
        ending with the calendar month in which such Final Recovery Determination
        was
        made, 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 any Distribution Date and the Certificates (other than the Class
        C,
        Class P and Residual Certificates), so long as such Classes of 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. With respect to the Class
        C,
        Class P Certificates and Residual Certificates, so long as such Classes of
        Certificates remain non Book-Entry Certificates, 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 Interest 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 LIBOR Certificates for such Interest 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 LIBOR Certificates for such Interest Accrual Period.

       

      Regular
        Certificate:
        Any
        Certificate other than a Residual Certificate.

       

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

       

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

       

      Relief
        Act:
        The
        Servicemembers Civil Relief Act, as amended, or any similar state or local
        law.

       

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

       

      Remaining
        Excess Spread:
        With
        respect to any Distribution Date, the Excess Spread less any Extra Principal
        Distribution Amount, in each case for such Distribution Date.

       

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

       

      REMIC
        I:
        The
        segregated pool of assets described in the Preliminary Statement and Section
        6.07(a).

       

      REMIC
        I Regular Interest:
        Any of
        the separate non-certificated beneficial ownership interests in REMIC I issued
        hereunder and designated as a Regular Interest in REMIC I. Each REMIC I Regular
        Interest shall accrue interest at the related Uncertificated REMIC I
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto. The designations for the respective
        REMIC I Regular Interests are set forth in the Preliminary Statement hereto.
        

       

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

       

      REMIC
        I Overcollateralization Amount:
        With
        respect to any date of determination, (i) 1.00% of the aggregate Uncertificated
        Principal Balance of the REMIC I Regular Interests (other than REMIC I Regular
        Interest P) minus (ii) the aggregate Uncertificated Principal Balance of
        each
        REMIC I Regular Interest (other than REMIC I Regular Interest P) for which
        a
        REMIC II Regular Interest is a Corresponding Interest, in each case, as of
        such
        date of determination.

       

      REMIC
        I Overcollateralization Target Amount:
        1.00%
        of the Overcollateralization Target Amount.

       

      REMIC
        I Principal Loss Allocation Amount:
        With
        respect to any Distribution Date, an amount equal to the product of (i) the
        aggregate Stated Principal Balance of the Mortgage Loans and REO Properties
        then
        outstanding and (ii) 1 minus a fraction, the numerator of which is two (2)
        times
        the aggregate Uncertificated Principal Balance of each REMIC I Regular Interest
        (other than REMIC I Regular Interest P) for which a REMIC II Regular Interest
        is
        a Corresponding Interest and the denominator of which is the aggregate
        Uncertificated Principal Balance of each REMIC I Regular Interest (other
        than
        REMIC I Regular Interest P) for which a REMIC II Regular Interest is a
        Corresponding Interest and REMIC I Regular Interest ZZ.

       

      REMIC
        I Regular Interest ZZ Maximum Interest Deferral Amount:
        With
        respect to any Distribution Date, the excess of (i) accrued interest at the
        Uncertificated REMIC I Pass-Through Rate applicable to REMIC I Regular Interest
        ZZ for such Distribution Date on a balance equal to the Uncertificated Principal
        Balance of REMIC I Regular Interest ZZ minus the REMIC I Overcollateralization
        Amount, in each case for such Distribution Date, over (ii) the Uncertificated
        Accrued Interest on each REMIC I Regular Interest (other than REMIC I Regular
        Interest P) for which a REMIC II Regular Interest is a Corresponding Interest
        for the purpose of this calculation for such Distribution Date, with the
        rate on
        each such REMIC I Regular Interest subject to a cap equal to the Uncertificated
        REMIC II Pass-Through Rate for the Corresponding Interest; provided, however,
        that solely for this purpose, the related cap with respect to each REMIC
        I
        Regular Interest (other than REMIC I Regular Interests A-1 and P) for which
        a
        REMIC II Regular Interest is a Corresponding Interest shall be multiplied
        by a
        fraction, the numerator of which is 30 and the denominator of which is the
        actual number of days in the related Interest Accrual Period.

       

      REMIC
        II:
        The
        segregated pool of assets described in the Preliminary Statement consisting
        of
        the REMIC I Regular Interests

       

      REMIC
        II Interests:
        The
        REMIC II Regular Interests and the Class R-2 Certificates..

       

      REMIC
        II Regular Interest:
        Any of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued
        hereunder and designated as a Regular Interest in REMIC II. Each REMIC II
        Regular Interest shall accrue interest at the related Uncertificated REMIC
        II
        Pass-Through Rate in effect from time to time, and shall be entitled to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto. The designations for the respective
        REMIC II Regular Interests are set forth in the Preliminary Statement
        hereto.

       

      REMIC
        II Regular Interest C Distribution Amount:
        With
        respect to any Distribution Date, the sum of (i) the Uncertificated Accrued
        Interest for REMIC II Regular Interest C for such Distribution Date, (ii)
        any
        Overcollateralization Release Amount for such Distribution Date and (iii)
        without duplication, any Subsequent Recoveries not distributed to the Class
        A,
        Class M and Class B Certificates on such Distribution Date; provided, however,
        that on and after the Distribution Date on which the Certificate Principal
        Balances of the Class A, Class M and Class B Certificates have been reduced
        to
        zero, the REMIC II Regular Interest C Distribution Amount shall include the
        Overcollateralization Amount.

       

      REMIC
        III:
        The
        segregated pool of assets described in the Preliminary Statement consisting
        of
        the REMIC II Regular Interests.

       

      REMIC
        IV:
        The
        segregated pool of assets consisting of the Class C Interest conveyed in
        trust
        to the Trustee, for the benefit of the Holders of the Class C Certificates
        and
        the Class RX Certificates (in respect of the Class R-4 Interest), with respect
        to which a separate REMIC election is to be made.

       

      REMIC
        V:
        The
        segregated pool of assets consisting of the Class P Interest conveyed in
        trust
        to the Trustee, for the benefit of the Holders of the Class P Certificates
        and
        the Class RX Certificates (in respect of the Class R-5 Interest), with respect
        to which a separate REMIC election is to be made.

       

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

       

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

       

      REMIC
        Regular Interests:
        The
        REMIC I Regular Interests and REMIC II Regular Interests.

       

      Remittance
        Date:
        Shall
        mean (i) with respect to the Company, the 23rd
        calendar
        day of each month or, if such day is not a Business Day, the Business Day
        immediately preceding the 23rd
        day of
        each month, and (ii) with respect to the related Servicer, the date specified
        in
        the related Servicing Agreement.

       

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

       

      REO
        Imputed Interest:
        As to
        any REO Property, for any calendar month during which such REO Property was
        at
        any time part of REMIC I, one month’s interest at the applicable 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.

       

      Reportable
        Event:
        As
        defined in Section 4.18.

       

      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 Distribution Account
        for
        remittance to the Securities Administrator plus (iv) 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.

       

      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 G. 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.

       

      Reserve
        Fund:
        Shall
        mean the separate trust account created and maintained by the Securities
        Administrator pursuant to Section 6.08 hereof.

       

      Reserve
        Fund Deposit:
        With
        respect to the Reserve Fund, an amount equal to $5,000, which the Depositor
        shall initially deposit into the Reserve Fund pursuant to Section 6.08
        hereof.

       

      Residual
        Certificates:
        The
        Class R-1, Class R-2, Class R-3 and Class RX Certificates, each evidencing
        the
        sole class of Residual Interests in the related REMIC.

       

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

       

      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:
        Wells
        Fargo Bank, National Association, in its capacity as securities administrator,
        transfer agent and paying agent hereunder, and its successors and
        assigns.

       

      Securities
        Administrator Information:
        As
        defined in Section 4.18(c).

       

      Seller:
        EMC in
        its capacity as seller of the Mortgage Loans to the Depositor.

       

      Senior
        Certificates:
        Any of
        the Class A-1, Class A-2 and Class A-3 Certificates

       

      Servicer:
        Any of
        EMC, American Home and HSBC and their successors and assigns.

       

      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® 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:
        Any of
        the American Home Servicing Agreement or the HSBC Servicing
        Agreement.

       

      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, the Master Servicer, the Trustee and the applicable Servicer in
        response to evolving interpretations of Regulation AB and incorporated into
        a
        revised Exhibit N.

      

        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 Due Date in the month preceding the month in which such
          Distribution Date occurs.

         

      

      Servicing
        Fee Rate:
        0.250%
        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.

       

      Sponsor:
        EMC
        Mortgage Corporation, a Delaware corporation, and its successors and assigns,
        in
        its capacity as sponsor.

       

      Startup
        Day:
        The
        Startup Day for each REMIC 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 related 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.

       

      Stepdown
        Date:
        The
        later to occur of (a) the Distribution Date in July 2009 and (b) the first
        Distribution Date on which the Current Specified Enhancement Percentage is
        greater than or equal to 14.70%.

       

      Subordinated
        Certificates:
        The
        Class M, Class B, Class C and Residual Certificates.

       

      Subsequent
        Recoveries:
        As of
        any Distribution Date, amounts received by the Master Servicer or any Servicer
        (net of any related expenses permitted to be reimbursed pursuant to Section
        6.05) or surplus amounts held by the Master Servicer and the related Servicer
        to
        cover estimated expenses (including, but not limited to, recoveries in respect
        of the representations and warranties made by the Seller pursuant to the
        Mortgage Loan Purchase Agreement) specifically related to a Mortgage Loan
        that
        was the subject of a liquidation or final disposition of any REO Property
        prior
        to the related Prepayment Period that resulted in a Realized Loss.

       

      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(d).

       

      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 Sections 1.860F-4(d) and 301.6231(a)(7)-1T. The Holder of the
        greatest Percentage Interest in a Class of Residual Certificates shall be
        the
        Tax Matters Person for the related REMIC. 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.

       

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

       

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

       

      Trigger
        Event:
        With
        respect to any Distribution Date, a Trigger Event exists if (i) a Delinquency
        Event shall have occurred and be continuing or (ii) the aggregate amount
        of
        Realized Losses on the Mortgage Loans since the Cut-off Date as a percentage
        of
        the aggregate Cut-off Date Principal Balance of the Mortgage Loans exceeds
        the
        applicable percentages set forth below with respect to such Distribution
        Date:

       

      
        	
                Distribution
                  Date

              	
                Percentage

              
	 	 
	
                July
                  2009 to June 2010

              	
                0.60%
                  with respect to July 2009, plus an additional 1/12th of the difference
                  between 1.05% and 0.60% for each month thereafter 

              
	
                July
                  2010 to June 2011

              	
                1.05%
                  with respect to July 2010, plus an additional 1/12th of the difference
                  between 1.45% and 1.05% for each month thereafter 

              
	
                July
                  2011 to June 2012

              	
                1.45%
                  with respect to July 2011, plus an additional 1/12th of the difference
                  between 1.75% and 1.45% for each month thereafter 

              
	
                July
                  2012 and thereafter

              	
                1.75%
                  

              


      

      


       

      Trust
        or 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 Class P Certificate Account, the Reserve Fund, the Class
        A-1/A-2/A-3 Net WAC Reserve Account, the Distribution Account maintained
        by the
        Securities Administrator 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 Agreements
        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. The Reserve Fund, the Class A-1/A-2/A-3 Net WAC Reserve
        Account
        and Prepayment Charge Waiver Amounts shall not be included in REMIC I, REMIC
        II,
        REMIC III, REMIC IV or REMIC V.

       

      Trustee:
        U.S.
        Bank National Association, a national banking association, 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.

       

      Uncertificated
        Accrued Interest:
        With
        respect to each REMIC Regular Interest on each Distribution Date, an amount
        equal to one month’s interest at the related Uncertificated REMIC I Pass-Through
        Rate or Uncertificated REMIC II Pass-Through Rate on the Uncertificated
        Principal Balance or Uncertificated Notional Amount, as applicable, of such
        REMIC Regular Interest. In each case, Uncertificated Accrued Interest will
        be
        reduced by any Prepayment Interest Shortfalls and Relief Act Interest Shortfalls
        (allocated to such REMIC Regular Interests as set forth in Section
        1.02).

       

      Uncertificated
        Notional Amount:
        With
        respect to REMIC II Regular Interest C and any Distribution Date, an amount
        equal to the aggregate Uncertificated Principal Balance of the REMIC I Regular
        Interests (other than REMIC I Regular Interest P) for such Distribution
        Date.

       

      With
        respect to the Class C Interest and any Distribution Date, an amount equal
        to
        the Uncertificated Notional Amount of the REMIC II Regular Interest C for
        such
        Distribution Date.

       

      With
        respect to the Regular Interest the ownership of which is represented by
        the
        Class A-2 Certificates, an amount equal to the Uncertificated Principal Balance
        of REMIC II Regular Interest A-1.

       

      Uncertificated
        Principal Balance:
        With
        respect to each REMIC Regular Interest and the Class P Interest, the principal
        amount of such REMIC Regular Interest and Class P Interest outstanding as
        of any
        date of determination. As of the Closing Date, the Uncertificated Principal
        Balance of each REMIC Regular Interest, Class C Interest and Class P Interest
        shall equal the amount set forth in the Preliminary Statement hereto as its
        initial uncertificated principal balance. On each Distribution Date, the
        Uncertificated Principal Balance of the REMIC Regular Interests (other than
        REMIC II Regular Interest C) and Class P Interest shall be reduced by all
        distributions of principal made on such REMIC Regular Interests and Class
        P
        Interest on such Distribution Date pursuant to Section 6.07 and, if and to
        the
        extent necessary and appropriate, shall be further reduced on such Distribution
        Date by Realized Losses as provided in Section 6.05, and the Uncertificated
        Principal Balance of REMIC I Regular Interest ZZ shall be increased by interest
        deferrals as provided in Section 6.07(b)(i). The Uncertificated Principal
        Balance of each REMIC Regular Interest, Class P Interest and Class C Interest
        shall never be less than zero. With respect to the REMIC II Regular Interest
        C
        as of any date of determination, an amount equal to the excess, if any, of
        (A)
        the then aggregate Uncertificated Principal Balance of the REMIC I Regular
        Interests over (B) the then aggregate Certificate Principal Balance of the
        Class
        A, Class M, Class B and Class P Certificates then outstanding. With respect
        to
        the Class C Interest as of any date of determination, an amount equal to
        the
        Uncertificated Principal Balance of REMIC II Regular Interest C.

       

      Uncertificated
        REMIC I Pass-Through Rate:
        With
        respect to any REMIC I Regular Interest (other than REMIC I Regular Interest
        P)
        and any Distribution Date, a per annum rate equal to the weighted average
        of the
        Net Mortgage Rates of the Mortgage Loans as of the first day of the related
        Due
        Period, weighted on the basis of the Stated Principal Balances thereof as
        of the
        first day of the related Due Period. With respect to REMIC I Regular Interest
        P
        and any Distribution Date, 0.00% per annum.

       

      
        Uncertificated
          REMIC II Pass-Through Rate:
          With
          respect to any Distribution Date and each REMIC II Regular Interest other
          than
          REMIC II Regular Interest C, REMIC II Regular Interest P and REMIC II Regular
          Interest A-1, a rate per annum equal to the Pass-Through Rate for the Class
          of
          Corresponding Certificates for such Distribution Date; provided, however,
          that
          for this purpose the Net Rate Cap with respect to each such Class of
          Corresponding Certificates shall be equal to the weighted average of the
          Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular Interests
          (other than REMIC I Regular Interest P), weighted on the basis of the
          Uncertificated Principal Balances of each such REMIC I Regular Interest,
          for
          such Distribution Date.

      

       

      
        With
          respect to REMIC II Regular Interest A-1 and (i) any Distribution Date
          which
          occurs on or prior to the Optional Termination Date, the lesser of (a)
          6.50% per
          annum and (b) the weighted average of the Uncertificated REMIC I Pass-Through
          Rates for the REMIC I Regular Interests (other than REMIC I Regular Interest
          P),
          weighted on the basis of the Uncertificated Principal Balances of each
          such
          REMIC I Regular Interest, for such Distribution Date, and (ii) any Distribution
          Date thereafter, the lesser of (a) 7.00% per annum and (b) the weighted
          average
          of the Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular
          Interests (other than REMIC I Regular Interest P), weighted on the basis
          of the
          Uncertificated Principal Balances of each such REMIC I Regular Interest,
          for
          such Distribution Date.

         

      

      With
        respect to REMIC II Regular Interest C, a rate per annum equal to the percentage
        equivalent of a fraction, the numerator of which is the sum of the amount
        determined for each REMIC I Regular Interest (other than REMIC I Regular
        Interest P) equal to the product of (x) the excess, if any, of the
        Uncertificated REMIC I Pass-Through Rate for such REMIC I Regular Interest
        over
        the Marker Rate and (y) a notional amount equal to the Uncertificated Principal
        Balance of such REMIC I Regular Interest, and the denominator of which is
        the
        aggregate Uncertificated Principal Balance of such REMIC I Regular
        Interests.

       

      With
        respect to REMIC II Regular Interest P, 0.00% per annum.

       

      
        Uncertificated
          REMIC III Pass-Through Rate:
          With
          respect to the Regular Interest the ownership of which is represented by
          the
          Class A-1 Certificates and any Distribution Date, a rate equal to the least
          of
          (A) One-Month LIBOR plus 0.25% per annum, (B) 8.00% per annum and (C) the
          product of (x) the weighted average of the Uncertificated REMIC II Pass-Through
          Rate for REMIC II Regular Interest A-1 for such Distribution Date, weighted
          on
          the basis of the Uncertificated Principal Balance of such REMIC II Regular
          Interest, and (y) the quotient of (1) 1 over (2)
          81.2500185758146000%.

        


        With
          respect to the Regular Interest the ownership of which is represented by
          the
          Class A-3 Certificates and any Distribution Date, a rate equal to the least
          of
          (A) One-Month LIBOR plus 0.25% per annum, (B) 8.00% per annum and (C) the
          product of (x) the weighted average of the Uncertificated REMIC II Pass-Through
          Rate on REMIC II Regular Interest A-1 for such Distribution Date, weighted
          on
          the basis of the Uncertificated Principal Balance of such REMIC II Regular
          Interest, and (y) the quotient of (1) 1 over (2)
          81.2500185758146000%.

        


        With
          respect to the Regular Interest the ownership of which is represented by
          the
          Class A-2 Certificates and any Distribution Date, a rate equal to the excess,
          if
          any, of (A) the Uncertificated REMIC II Pass-Through Rate for REMIC II
          Regular
          Interest A-1 over (B) the least of (x) the product of (1) One-Month LIBOR
          plus
          0.25% per annum and (2) 81.2500185758146000%, (y) the product of (1) 8.00%
          per
          annum and (2) 81.2500185758146000%, and (z) the weighted average of the
          the
          Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest
          A-1 for
          such Distribution Date, weighted on the basis of the Uncertificated Principal
          Balance of such REMIC II Regular Interest.

      

       

      Unpaid
        Realized Loss Amount:
        With
        respect to any Class A Certificates and as to any Distribution Date, is the
        excess of Applied Realized Loss Amounts with respect to such Class over the
        sum
        of all distributions in reduction of the Applied Realized Loss Amounts on
        all
        previous Distribution Dates. Any amounts distributed to the Class A Certificates
        in respect of any Unpaid Realized Loss Amount shall not be applied to reduce
        the
        Certificate Principal Balance of such Class.

       

      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. Voting Rights
        shall
        be allocated (i) 92% to the Class A, Class M and Class B Certificates, (ii)
        3%
        to the Class C Certificates until paid in full, and (iii) 1% to each of the
        Class P, Class R-1, Class R-2, Class R-3 and Class RX Certificates, with
        the
        allocation among the Certificates (other than the Class C and Residual
        Certificates) to be in proportion to the Certificate Principal Balance of
        each
        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 Current Interest for the Class A, Class
        M,
        Class B and Class C Certificates for any Distribution Date, the aggregate
        amount
        of any Prepayment Interest Shortfalls (to the extent not covered by payments
        by
        the related Servicer pursuant to the related Servicing Agreement or the Master
        Servicer pursuant to Section 6.02) and any Relief Act Interest Shortfalls
        incurred in respect of the Mortgage Loans for any Distribution Date shall
        be
        allocated first, to the Class C Interest based on, and to the extent of,
        one
        month’s interest otherwise distributable thereto and, thereafter, among the
        Class A, Class M and Class B Certificates, in each case on a pro
        rata
        basis,
        based on, and to the extent of, one month’s interest at the then applicable
        respective Pass-Through Rates on the respective Certificate Principal Balances
        of each such Certificate.

       

      For
        purposes of calculating the amount of Uncertificated Accrued Interest for
        the
        REMIC I Regular Interests (other than REMIC I Regular Interest P) for any
        Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls
        (to the extent not covered by payments by the related Servicer pursuant to
        the
        related Servicing Agreement or the Master Servicer pursuant to Section 6.02)
        and
        any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans
        for
        any Distribution Date shall be allocated first, to Uncertificated Accrued
        Interest payable to REMIC I Regular Interest AA and REMIC I Regular Interest
        ZZ
        up to an aggregate amount equal to the REMIC I Interest Loss Allocation Amount,
        98% and 2%, respectively, and thereafter among REMIC I Regular Interest AA,
        each
        REMIC I Regular Interest (other than REMIC I Regular Interest P) for which
        a
        REMIC II Regular Interest is the Corresponding Interest and REMIC I Regular
        Interest ZZ, pro
        rata,
        based
        on, and to the extent of, one month’s interest at the then applicable respective
        Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
        Principal Balances of each such REMIC I Regular Interest.

       

      For
        purposes of calculating the amount of Uncertificated Accrued Interest for
        the
        REMIC II Regular Interests (other than REMIC II Regular Interest P) for any
        Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls
        (to the extent not covered by payments by the Company pursuant to the Pooling
        and Servicicing Agreement, the related Servicer pursuant to the related
        Servicing Agreement or the Master Servicer pursuant to Section 6.02) and
        any
        Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans
        for any
        Distribution Date shall be allocated among such REMIC II Regular Interests
        in
        the same manner and priority as such amounts are allocable to the Corresponding
        Certificates and, in the case of REMIC II Regular Interest C, to the Class
        C
        Interest; provided, however, that solely for purposes of allocating such
        shortfalls to such REMIC II Regular Interests, any such shortfalls allocable
        to
        the Class A-2 Certificates and Class A-3 Certificates shall be deemed to
        be
        allocated to the Class A-1 Certificates.

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        II

       


      CONVEYANCE
        OF TRUST FUND


      REPRESENTATIONS
        AND WARRANTIES

       

      Section
        2.01 Conveyance
        of Trust Fund. 

       

      Pursuant
        to the Mortgage Loan Purchase Agreement, the Seller sold, transferred, assigned,
        set over and otherwise conveyed 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 pursuant to the Mortgage Loan Purchase Agreement
        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
          (A) in
          blank or to the order of “U.S. Bank National Association, as Trustee for
          Certificateholders of Bear Stearns Asset Backed Securities I LLC, Asset
          Backed
          Certificates, Series 2006-AC4”, or (B) in the case of a loan registered on the
          MERS system, in blank and in each case 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
“U.S. Bank National Association, as Trustee for Certificateholders of Bear
          Stearns Asset Backed Securities I LLC, Asset Backed Certificates, Series
          2006-AC4,” 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 I, 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 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®
System, the Seller further agrees that it will cause, at the Seller’s own
        expense, within 30 days after the Closing Date, the MERS® 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, any 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 the Seller, the Trustee an Initial Certification
        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. 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. 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, to the Trustee, a Final Certification.
        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 Securities Administrator, for deposit in
        the
        Distribution 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 Distribution 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 Distribution 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 or the Custodian on its behalf, 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, the Master Servicer 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
        the State of Delaware 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 related to an EMC Mortgage Loan 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 EMC Mortgage Loan,
        to
        service the EMC 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 EMC 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; 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 EMC
        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 breach of any term or provision of its charter or by-laws
        or
        (B) conflict with, result in a breach, violation or acceleration of, or result
        in a default under, the terms of any other material agreement or instrument
        to
        which it is a party or by which it may be bound, or (C) constitute a 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 EMC 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.

       

      (vii) The
        Company has delivered to the Depositor and the Master Servicer financial
        statements of its parent, for its last two complete fiscal years. All such
        financial information fairly presents the pertinent results of operations
        and
        financial position for the period identified and has been prepared in accordance
        with GAAP consistently applied throughout the periods involved, except as
        set
        forth in the notes thereto. There has been no change in the servicing policies
        and procedures, business, operations, financial condition, properties or
        assets
        of the Company since the date of the Company’s financial information that would
        have a material adverse effect on its ability to perform its obligations
        under
        this Agreement.

       

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

       

      (i) As
        of the
        Closing Date and except as has been otherwise disclosed to the Master Servicer
        and the Depositor, or disclosed in any public filing: (1) no default or
        servicing related performance trigger has occurred as to any other Pass-Through
        Transfer due to any act or failure to act of the Company; (2) no material
        noncompliance with applicable servicing criteria as to any other Pass-Through
        Transfer has occurred, been disclosed or reported by the Company; (3) the
        Company has not been terminated as servicer in a residential mortgage loan
        Pass-Through Transfer, either due to a servicing default or to application
        of a
        servicing performance test or trigger; (4) no material changes to the Company’s
        servicing policies and procedures for similar loans have occurred in the
        preceding three years; (5) there are no aspects of the Company’s financial
        condition that could have a material adverse impact on the performance by
        the
        Company of its obligations hereunder; (6) there are no legal proceedings
        pending, or known to be contemplated by governmental authorities, against
        the
        Company that could be material to investors in the securities issued in such
        Pass-Through Transfer; and (7) there are no affiliations, relationships or
        transactions relating to the Company of a type that are described under Item
        1119 of Regulation AB.

       

      (ii) If
        so
        requested by the Depositor or the Master Servicer on any date, the Company
        shall, within five Business Days following such request, confirm in writing
        the
        accuracy of the representations and warranties set forth in clause (b)(i)
        of
        this Section or, if any such representation and warranty is not accurate
        as of
        the date of such request, provide reasonably adequate disclosure of the
        pertinent facts, in writing, to the requesting party.

       

      (iii) As
        a
        condition to the succession to the Company or any subservicer as servicer
        or
        subservicer under this Agreement by any Person (i) into which the Company
        or
        such subservicer may be merged or consolidated, or (ii) which may be appointed
        as a successor to the Company or any subservicer, the Company shall provide
        to
        the Master Servicer and the Depositor, at least 15 calendar days prior to
        the
        effective date of such succession or appointment, (x) written notice to the
        Master Servicer and the Depositor of such succession or appointment and (y)
        in
        writing and in form and substance reasonably satisfactory to the Master Servicer
        and the Depositor, all information reasonably requested by the Master Servicer
        or the Depositor in order to comply with its reporting obligation under Item
        6.02 of Form 8-K with respect to any class of asset-backed
        securities.

       

      (c) Wells
        Fargo Bank, National Association, in its capacity as Master Servicer and
        Securities Administrator hereby represents and warrants to the Seller, the
        Depositor, the Trustee as follows, as of the Closing Date:

       

      (i) It
        is a
        national banking association duly formed, validly existing and in good standing
        under the laws of the United States of America and is duly authorized and
        qualified to transact any and all business contemplated by this Agreement
        to be
        conducted by the Master Servicer and the Securities Administrator 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 master 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
        or
        thereof;

       

      (ii) It
        has
        the full corporate 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, 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 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) 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 perform any of its other
        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 its execution, delivery and performance of, or compliance
        with, this Agreement or the consummation of the transactions contemplated
        hereby
        or thereby, or if any such consent, approval, authorization or order is
        required, it has obtained the same.

       

      (d) 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 Delaware corporation and is validly existing
        and
        in good standing under the laws of the State of Delaware and is duly authorized
        and qualified to transact any and all business contemplated by this Agreement
        and 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 or thereof.

       

      (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
        or
        thereto, as applicable, 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 the Mortgage Loan Purchase Agreement, the consummation
        of any other of the transactions contemplated by this Agreement, and the
        fulfillment of or compliance with the terms hereof and thereof are in the
        ordinary course of business of the Seller and will not (A) result in a breach
        of
        any term or provision of the charter or by-laws of the Seller or (B) conflict
        with, result in a breach, violation or acceleration of, or result in a default
        under, the terms of any other material agreement or instrument to which the
        Seller is a party or by which it may be bound, or (C) constitute a 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 or thereof.

       

      (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 thereby, or if any such consent, approval,
        authorization or order is required, the Seller has obtained the
        same.

       

      (vii) As
        of the
        Closing Date, the representations and warranties concerning the Mortgage
        Loans
        set forth in Section 7 of the Mortgage Loan Purchase Agreement are true and
        correct in all material respects.

       

      (e) Upon
        discovery by any of the parties hereto of a breach of a representation or
        warranty set forth in Section 7 of the Mortgage Loan Purchase Agreement 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 of this Agreement. The Seller hereby
        covenants with respect to the representations and warranties set forth in
        Section 7 of the Mortgage Loan Purchase Agreement, 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, the Securities
        Administrator 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 Custodian of a Request for Release. The Seller
        shall,
        or cause the related Servicer to, furnish to the Securities Administrator
        and
        the Trustee the Officer’s Certificate required under Section 2.03(e) relating to
        such cure. The Trustee shall give prompt written notice to the parties if
        it
        does not receive such Officer’s Certificate from the Seller or the related
        Servicer certifying as to the cure of the breached representation or warranty
        within 90 days of its receipt (or giving, as the case may be) or the notice
        of
        discovery of the breach, as referenced above. The Seller shall promptly
        reimburse the Trustee for any expenses reasonably incurred by the Trustee
        in
        respect of enforcing the remedies for such breach. To enable the Seller 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 Trustee
        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 7 of the Mortgage Loan Purchase Agreement 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, 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 shall 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 shall 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 Seller 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 Seller shall deliver the amended Mortgage Loan Schedule
        to the
        Trustee, the Master Servicer, the Securities Administrator 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
        7
        of the Mortgage Loan Purchase Agreement with respect to such Mortgage Loan.
        Upon
        any such substitution and the deposit into the Distribution Account of the
        amount required to be deposited therein in connection with such substitution
        as
        described in the following paragraph and receipt by the Securities Administrator
        and 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 Distribution Account by the Securities Administrator upon receipt from
        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 Distribution Account maintained by the
        Securities Administrator, 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. 

       

      
        In
          connection with any repurchase or substitution of a Mortgage Loan or the
          cure of
          a breach of a representation or warranty set forth in Section 7 of the
          Mortgage
          Loan Purchase Agreement pursuant to this Section 2.03, the Seller shall,
          or
          cause the related Servicer to, promptly furnish to the Securities Administrator
          and the Trustee an Officer’s Certificate, signed by a duly authorized officer of
          the Seller or the related servicer, as the case may be, to the effect that
          such
          repurchase, substitution or cure has been made in accordance with the terms
          and
          conditions of this Agreement and that all conditions precedent to such
          repurchase, substitution or cure have been satisfied, including the
          delivery to the Securities Administrator of the Purchase Price or Substitution
          Adjustment Amount, as applicable, for deposit into the Distribution Account,
          together with copies of any Opinion of Counsel required to be delivered pursuant
          to this Agreement and the related Request for Release, on which the Securities
          Administrator and the Trustee may rely. Solely for purposes of the Securities
          Administrator providing an Assessment of Compliance, upon receipt of such
          documentation, the Securities Administrator shall approve such repurchase,
          substitution or cure, as applicable, and which approval shall consist solely
          of
          the Securities Administrator’s receipt of such documentation and deposits. It is
          understood and agreed that the obligation under this Agreement of the Seller
          to
          cure the breach of a representation or warranty set forth in Section 7
          of the
          Mortgage Loan Purchase Agreement or to 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.

         

      

      (f) 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 limited liability
        company
        in good standing under the laws of the State of Delaware and has full power
        and
        authority 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 action on its part, the execution,
        delivery and performance of this Agreement; and this Agreement, assuming
        the due
        authorization, execution and delivery hereof and thereof by the other parties
        hereto and thereto, 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 breach of any term or provision of
        the
        organizational documents of the Depositor or (B) conflict with, result in
        a
        breach, violation or acceleration of, or result in a default under, the terms
        of
        any other material agreement or instrument to which the Depositor is a party
        or
        by which it may be bound or (C) constitute a 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;
        and

       

      (vi)The
        Depositor has filed all reports required to be filed by Section 13 or Section
        15(d) of the Exchange Act during the preceding 12 months (or for such shorter
        period that the Depositor was required to file such reports) and it has been
        subject to such filing requirements for the past 90 days.

       

      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, 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 reasonably foreseeable, no
        repurchase or substitution pursuant to Sections 2.02 or 2.03 shall be made
        unless the Sponsor delivers to the Trustee and the Securities Administrator
        an
        Opinion of Counsel, addressed to the Trustee and the Securities Administrator,
        to the effect that such repurchase or substitution would not (i) result in
        the
        imposition of the tax on “prohibited transactions” of REMIC I, REMIC II, REMIC
        III, REMIC IV or REMIC V or contributions after the Closing Date, as defined
        in
        Sections 860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause
        any of
        REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V 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 a
        default becoming reasonably foreseeable with respect to such Mortgage Loan
        and
        (b) receipt by the Trustee and the Securities Administrator of an Opinion
        of
        Counsel addressed to the Trustee and the Securities Administrator 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, the Custodian 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, the Trustee and the Securities
        Administrator. In connection therewith, the Trustee, or the Custodian on
        its
        behalf, shall require the Seller, at the Seller’s option, to either (i)
        substitute, if the conditions in Section 2.03(d) 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, or the Custodian on its
        behalf,
        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. 

       

      (a) The
        Trustee acknowledges the sale, transfer and assignment to it of the Trust
        Fund
        and, concurrently with such transfer and assignment, the Securities
        Administrator 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.

       

      (b) The
        Depositor concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey in trust to the Trustee without
        recourse all the right, title and interest of the Depositor in and to the
        REMIC
        I Regular Interests and the other assets of REMIC II for the benefit of the
        holders of the REMIC II Interests. The Trustee acknowledges receipt of the
        REMIC
        I Regular Interests (which are uncertificated) and the other assets of REMIC
        II
        and declares that it holds and will hold the same in trust for the exclusive
        use
        and benefit of the holders of the REMIC II Interests.

       

      (c) The
        Depositor concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey in trust to the Trustee without
        recourse all the right, title and interest of the Depositor in and to the
        REMIC
        II Regular Interests and the other assets of REMIC III for the benefit of
        the
        holders of the Certificates (other than the Class C, Class P and Class R
        Certificiates), the Class C Interest, the Class P Interest and the Class
        R-3
        Certificates. The Trustee acknowledges receipt of the REMIC II Regular Interests
        (which are uncertificated) and the other assets of REMIC III and declares
        that
        it holds and will hold the same in trust for the exclusive use and benefit
        of
        the holders of the Certificates (other than the Class C, Class P and Class
        R
        Certificiates), the Class C Interest, the Class P Interest and the Class
        R-3
        Certificates.

       

      (d) The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey in trust to the Trustee without
        recourse all the right, title and interest of the Depositor in and to the
        Class
        C Interest for the benefit of the Holders of the Class C Certificates and
        the
        Class RX Certificates (in respect of the Class R-4 Interest). The Trustee
        acknowledges receipt of the Class C Interest (which is uncertificated) and
        declares that it holds and will hold the same in trust for the exclusive
        use and
        benefit of the Holders of the Class C Certificates and the Class RX Certificates
        (in respect of the Class R-4 Interest).

       

      (e) The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey in trust to the Trustee without
        recourse all the right, title and interest of the Depositor in and to the
        Class
        P Interest for the benefit of the Holders of the Class P Certificates and
        the
        Class RX Certificates (in respect of the Class R-5 Interest). The Trustee
        acknowledges receipt of the Class P Interest (which is uncertificated) and
        declares that it holds and will hold the same in trust for the exclusive
        use and
        benefit of the Holders of the Class P Certificates and the Class RX Certificates
        (in respect of the Class R-5 Interest).

       

      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
        distributions 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 Trust shall
        not
        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.

       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        III

       


      ADMINISTRATION
        AND SERVICING OF


      EMC
        MORTGAGE LOANS BY COMPANY

       

      Section
        3.01 The
        Company. 

       

      The
        Company shall service and administer the EMC 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, 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 or
        Subsequent Recoveries, and (iv) subject to Section 3.09, to effectuate
        foreclosure or other conversion of the ownership of the Mortgaged Property
        securing any EMC 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 EMC Mortgage Loan or the rights and interests of
        the
        Depositor or 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 EMC 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 EMC 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 EMC Mortgage Loans, which advances shall be reimbursable
        in the
        first instance from related collections from the Mortgagors pursuant to Section
        5.04, 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 EMC 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 EMC 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 EMC 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 EMC 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 EMC 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 shall 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 EMC Mortgage Loans
        itself. In the event that the Company’s responsibilities and duties under this
        Agreement are terminated pursuant to Section 9.05, 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 EMC 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
        EMC 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 EMC 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 EMC 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 EMC 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 Distribution 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 EMC 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 EMC 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
        EMC
        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 EMC 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 related EMC
        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 EMC Mortgage
        Loan.
        Such flood insurance shall be in an amount equal to the least of (i) the
        Stated
        Principal Balance of the related EMC 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 EMC 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 EMC 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 relating to the
        EMC
        Mortgage Loans 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 EMC 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 EMC
        Mortgage Loan requires the Mortgagor to maintain such insurance), Primary
        Mortgage Insurance applicable to each EMC 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 related 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 relating
        to
        the EMC Mortgage Loans and, in this regard, to take such reasonable action
        as
        shall be necessary to permit recovery under any Primary Mortgage Insurance
        Policies respecting defaulted EMC 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 EMC Mortgage Loans and who handle funds, money, documents
        and
        papers relating to the EMC 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
        EMC
        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.

       

      The
        Company shall provide to the Master Servicer and the Depositor evidence of
        the
        authorization of the person signing any certification or statement, copies
        or
        other evidence of fidelity bond and errors and omissions insurance, financial
        information and reports, and such other information related to the Company
        or
        any subservicer engaged by it or the Company’s or such subservicer’s performance
        hereunder or under the related Subservicing Agreement as may be reasonably
        requested by the Master Servicer or the Depositor.

       

      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 EMC 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
        EMC 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 Accounts maintained by the Company pursuant
        to
        Section 5.02). If the Company reasonably believes that Liquidation Proceeds
        with
        respect to any such EMC Mortgage Loan would not be increased as a result
        of such
        foreclosure or other action, such EMC 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 related Mortgaged
        Property, consider such risks and only take action in accordance with its
        established environmental review procedures.

       

      With
        respect to any REO Property relating to an EMC Mortgage Loan, 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 such 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 a default becoming reasonably
        foreseeable on an EMC 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 REMIC I, REMIC II, REMIC III, REMIC IV
        or REMIC V as defined in Section 860F of the Code or cause either REMIC I,
        REMIC
        II, REMIC III, REMIC IV or REMIC V 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 any
        of
        REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V 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 EMC 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 EMC 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 Accounts 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 EMC Mortgage Loan, such excess shall be considered
        to be a partial Principal Prepayment for such Mortgage Loan for all purposes
        hereof.

       

      The
        Liquidation Proceeds from any liquidation of a related EMC Mortgage Loan,
        net of
        any payment to the Company as provided above, shall be deposited in the related
        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 related Liquidation Proceeds or any income from a related
        REO Property, shall 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 EMC 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 EMC 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 EMC 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 EMC 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 Accounts out of each payment of interest
        on an EMC 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 Prepayment Interest Excess on
        any EMC
        Mortgage Loan, all income and gain net of any losses realized from Permitted
        Investments with respect to funds in or credited to the Protected Accounts
        maintained by the Company shall be retained by the Company to the extent
        not
        required to be deposited in the Protected Accounts 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.

       

      EMC
        shall
        be entitled to retain any Prepayment Interest Excess.

       

      Section
        3.11 REO
        Property. 

       

      (a) In
        the
        event the Trust Fund acquires ownership of any REO Property in respect of
        any
        related EMC 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 such 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 in respect of any EMC Mortgage Loan into the
        Protected Accounts maintained by the Company.

       

      (c) The
        Company, upon the final disposition of any REO Property in respect of any
        EMC
        Mortgage Loan, 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 EMC 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 Books
        and
        Records. 

       

      The
        Company 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 Company’s computer system to clearly reflect the ownership of
        the Mortgage Loans by the Trust. In particular, the Company shall maintain
        in
        its possession, available for inspection by the Securities Administrator
        and the
        Trustee and shall deliver to the Securities Administrator 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 Mortgage Loan and shall make
        available for inspection by the Securities Administrator and 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 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.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        IV

       


      ADMINISTRATION
        AND MASTER


      SERVICING
        OF MORTGAGE LOANS BY


      MASTER
        SERVICER

       

      Section
        4.01 Master
        Servicer. 

      

        The
          Master Servicer shall, beginning on the Closing Date, supervise, monitor
          and
          oversee the obligation of the Company and the related Servicer to service
          and
          administer the 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, the Master Servicer shall provide such information
          to the
          Securities Administrator as shall be necessary in order for it to prepare
          the
          statements specified in Section 6.06 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 to
          the
          Securities Administrator and each Servicer pursuant to this Agreement and
          the
          related Servicing Agreement.

         

      

      In
        addition to the foregoing, in connection with a modification of any Mortgage
        Loan by a Servicer, if the Master Servicer is unable to enforce the obligations
        of the Servicer with respect to such modification, the Master Servicer shall
        notify the Depositor of such Servicer’s failure to comply with the terms of the
        Servicing Agreement or this Agreement. If the Servicing Agreement or this
        Agreement (in
        the
        case of the Company, as Servicer) requires
        the approval of the Master Servicer for a modification to a Mortgage Loan,
        the
        Master Servicer shall approve such modification if, based upon its receipt
        of
        written notification from the related Servicer outlining the terms of such
        modification and appropriate supporting documentation, the Master Servicer
        determines that the modification is permitted under the terms of the Servicing
        Agreement or this Agreement (in the case of the Company, as Servicer) and
        that
        any conditions to such modification set forth in the Servicing Agreement
        or this
        Agreement have been satisfied. Furthermore, if the Servicing Agreement or
        this
        Agreement (in the case of the Company, as Servicer) requires the oversight
        and
        monitoring of loss mitigation measures with respect to the related Mortgage
        Loans, the Master Servicer will monitor any loss mitigation procedure or
        recovery action related to a defaulted Mortgage Loan (to the extent it receives
        notice of such from the related Servicer) and confirm that such loss mitigation
        procedure or recovery action is initiated, conducted and concluded in accordance
        with any timeframes and any other requirements set forth in the Servicing
        Agreement or this Agreement (in the case of the Company, as Servicer), and
        the
        Master Servicer shall notify the Depositor in any case in which the Master
        Servicer believes that the related Servicer is not complying with such
        timeframes and/or other requirements.

       

      The
        Trustee shall furnish the Company, the Servicers and the Master Servicer,
        upon
        written request from a servicing officer, 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 or the Custodian on its behalf, the Company or the related Servicer
        shall provide access to the records and documentation in possession of the
        Trustee or the Custodian on its behalf, the Company or the related Servicer
        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, the Custodian,
        the Company or the related Servicer; provided, however, that, unless otherwise
        required by law, neither the Trustee, the Custodian, the Company nor the
        related
        Servicer 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, the Custodian, the Company and the related Servicer
        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, the Custodian’s, the Company’s or the related
        Servicer’s actual costs.

       

      The
        Trustee shall execute and deliver to the Company or the related Servicer
        and the
        Master Servicer, upon such party’s written instruction (which includes the
        documents to be signed) any court pleadings, requests for trustee’s sale or
        other appropriate 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 each REMIC created hereunder 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 (except as otherwise
        expressly permitted by this Agreement) 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 2.03 of this Agreement, as
        applicable, accept any contribution to any REMIC 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 non-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 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 into 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 shall be
        a
        period of transition (not to exceed 90 days) before the actual servicing
        functions can be fully transferred to such successor 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. In either
        event,
        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 or related to any
        termination of a Servicer, or the enforcement or prosecution of related claims,
        rights or remedies or the 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 a 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 terminated Servicer, the Master Servicer shall be entitled
        to
        reimbursement of such costs and expenses from the Distribution Account, pursuant
        to Section 5.09.

       

      (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 authorize 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 REMIC I, REMIC II, REMIC III, REMIC IV or REMIC
        V 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 cause REMIC I, REMIC II, REMIC III,
        REMIC
        IV or REMIC V to fail to qualify as a REMIC or result in the imposition of
        a tax
        upon REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V as the case may be.
        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 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 G (or as otherwise provided
        in the Custodial Agreement) 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,
        upon
        written instruction from such Servicer or the Master Servicer, 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 G (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 Securities Administrator’s right to retain or
        withdraw from the Distribution Account, the Master Servicing Compensation
        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,
        the
        Company and the related Servicer shall provide access to information and
        documentation regarding the Mortgage Loans to the Trustee and, regarding
        the
        Mortgage Loans and their respective 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
        Office
        of Thrift Supervision, 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, 5.04 and 5.06 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 Distribution Account, subject to withdrawal
        pursuant to Sections 5.02, 5.04, 5.05 and 5.07, 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, 5.04, 5.05
        and
        5.07, 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 Distribution 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 authorize 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 authorize 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, 5.05 and 5.07, 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 Securities
        Administrator in the Distribution Account, subject to withdrawal pursuant
        to
        Section 5.02 or 5.07, 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 will be entitled to receive the Master Servicing Fee as
        compensation for its activities under this Agreement; provided, that the
        aggregate Master Servicing Fee with respect to any Distribution Date shall
        be
        reduced by an amount equal to the Compensating Interest payable by the Master
        Servicer for such Distribution Date pursuant to Section 6.02 hereof. The
        Master
        Servicer will also be entitled to all income and gain realized from any
        investment of funds in the Distribution Account for the performance of its
        activities hereunder. 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
        such 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 Securities Administrator
        for
        deposit into the related Distribution Account on the next succeeding Remittance
        Date.

       

      Section
        4.16 Annual
        Statement as to Compliance. 

       

      The
        Company as a Servicer, the Master Servicer and the Securities Administrator
        shall deliver (or otherwise make available) to the Depositor and the Securities
        Administrator not later than March 15th
        of each
        calendar year beginning in 2007, an Officer’s Certificate (an “Annual Statement
        of Compliance”) stating, as to each signatory thereof, that (i) a review of the
        activities of each such party during the preceding calendar year and of its
        performance under this Agreement or other applicable servicing agreement
        has
        been made under such officer’s supervision and (ii) to the best of such
        officer’s knowledge, based on such review, such party 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 the cure provisions
        thereof. Such Annual Statement of Compliance shall contain no restrictions
        or
        limitations on its use. The Master Servicer shall enforce the obligations
        of
        each Servicer, to the extent set forth in the related Servicing Agreement,
        to
        deliver a similar Annual Statement of Compliance by that Servicer to the
        Depositor and the Securities Administrator as described above as and when
        required with respect to the Master Servicer. In the event that certain
        servicing responsibilities with respect to any Mortgage Loan have been delegated
        by the Company, the Master Servicer, the Securities Administrator or a Servicer
        to a subservicer or subcontractor, each such entity shall cause such subservicer
        or subcontractor (and with respect to each Servicer, the Master Servicer
        shall
        enforce the obligation of such Servicer to the extent required under the
        related
        Servicing Agreement) to deliver a similar Annual Statement of Compliance
        by such
        subservicer or subcontractor to the Depositor and the Securities Administrator
        as described above as and when required with respect to the Master Servicer
        or
        the related Servicer (as the case may be).

       

      Failure
        of the Company to comply with this Section 4.16 (including with respect to
        the
        timeframes required herein) shall be deemed a Company Default, and the Master
        Servicer shall, in addition to whatever rights the Master Servicer may have
        under this Agreement and at law or equity or to damages, including injunctive
        relief and specific performance, upon notice immediately terminate all of
        the
        rights and obligations of the Company under this Agreement and in and to
        the
        Mortgage Loans and the proceeds thereof without compensating the Company
        for the
        same. Failure of the Master Servicer to comply with this Section 4.16 (including
        with respect to the timeframes required herein) shall be deemed an Event
        of
        Default, and at the written direction of the Depositor the Trustee shall,
        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 of 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. Failure
        of the Securities Administrator to comply with this Section 4.16 (including
        with
        respect to the timeframes required in this Section) which failure results
        in a
        failure to timely file the related Form 10-K, shall be deemed a default and
        the
        Trustee at the written direction of the Depositor shall, 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 of the rights and obligations of the Securities
        Administrator under this Agreement and in and to the Mortgage Loans and the
        proceeds thereof without compensating the Securities Administrator 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. 

       

      Pursuant
        to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
        AB,
        each of the Company as a Servicer, the Master Servicer, the Securities
        Administrator and the Custodian (to the extent set forth in this Section)
        (each,
        an “Attesting Party”) shall deliver (or otherwise make available) to the Master
        Servicer, the Securities Administrator and the Depositor on or before March
        15th
        of each
        calendar year beginning in 2007, a report regarding such Attesting Party’s
        assessment of compliance (an “Assessment of Compliance”) with the Servicing
        Criteria during the preceding calendar year. The Assessment of Compliance,
        as
        set forth in Regulation AB, must contain the following:

       

      (a) A
        statement by an authorized officer of such Attesting Party of its authority
        and
        responsibility for assessing compliance with the Servicing Criteria applicable
        to the related Attesting Party;

       

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

       

      (c) An
        assessment by such officer of the related Attesting Party’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 such Attesting Party performs with respect to asset-backed securities
        transactions taken as a whole involving the related Attesting Party, 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 related Attesting Party’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
        related Attesting
        Party, which statement shall be based on the activities such Attesting Party
        performs with respect to asset-backed securities transactions taken as a
        whole
        involving such Attesting Party, 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 N hereto which are indicated as applicable to the related Attesting
        Party.

       

      On
        or
        before March 15th
        of each
        calendar year beginning in 2007, each Attesting Party shall furnish to the
        Master Servicer, the Depositor and the Securities Administrator a report
        (an
“Attestation Report”) by a registered public accounting firm that attests to,
        and reports on, the Assessment of Compliance made by the related Attesting
        Party, 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 enforce the obligation of each Servicer to deliver
        to the
        Securities Administrator, the Master Servicer and the Depositor an Assessment
        of
        Compliance and Attestation Report as and when provided in the related Servicing
        Agreement. Each of the Company, the Master Servicer and the Securities
        Administrator shall cause, and the Master Servicer shall enforce the obligation
        (as and when provided in the related Servicing Agreement) of each Servicer
        to
        cause, any subservicer and each subcontractor (to the extent such subcontractor
        is determined by the Company, the Master Servicer or the Securities
        Administrator, as applicable, to be “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB) that is engaged by the
        Company, such Servicer, the Master Servicer or the Securities Administrator,
        as
        applicable, to deliver to the Securities Administrator, the Master Servicer
        and
        the Depositor an Assessment of Compliance and Attestation Report as and when
        provided above. Such Assessment of Compliance, as to any subservicer or
        subcontractor, shall at a minimum address the applicable Servicing Criteria
        specified on Exhibit N hereto which are indicated as applicable to any “primary
        servicer” to the extent such subservicer or subcontractor is performing any
        servicing function for the party who engages it and to the extent such party
        is
        not itself addressing the Servicing Criteria related to such servicing function
        in its own Assessment of Compliance. The Securities Administrator shall confirm
        that each of the Assessments of Compliance delivered to it, taken as a whole,
        address all of the Servicing Criteria and taken individually address the
        Servicing Criteria for each party as set forth in Exhibit N and notify the
        Depositor of any exceptions. 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.

       

      In
        addition, for the avoidance of doubt and without duplication, the Company
        as a
        Servicer shall (and shall cause each subservicer engaged by it to) provide
        the
        following information to the Depositor and the Securities Administrator:
        (A) any
        Company Default hereunder and any subservicer event of default under the
        terms
        of the related Subservicing Agreement, (B) any merger, consolidation or sale
        of
        substantially all of the assets of the Company or, to the best of the Company’s
        knowledge, any such subservicer, and (C) the Company’s entry into an agreement
        with a subservicer to perform or assist in the performance of any of the
        Company’s obligations as Servicer. 

       

      In
        addition, the Company as a Servicer, shall cause each subservicer engaged
        by it
        to provide the following information to the Depositor and the Securities
        Administrator, to the extent applicable, within the timeframes that the Company
        would otherwise have to provide such information:

       

      (A) any
        material modifications, extensions or waivers of pool asset terms, fees,
        penalties or payments during the distribution period or that have cumulatively
        become material over time (Item 1121(a)(11) of Regulation AB);

       

      (B) material
        breaches of pool asset representations or warranties or transaction covenants
        (Item 1121(a)(12) of Regulation AB); and

       

      (C) information
        regarding new asset-backed securities issuances backed by the same pool assets,
        any pool asset changes (such as, additions, substitutions or repurchases),
        and
        any material changes in origination, underwriting or other criteria for
        acquisition or selection of pool assets (Item 1121(a)(14) of Regulation
        AB).

       

      The
        Custodian shall deliver to the Master Servicer, the Securities Administrator
        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 N hereto which are indicated as applicable to a
“custodian”. Notwithstanding the foregoing, an Assessment of Compliance or
        Attestation Report is not required to be delivered by any Custodian unless
        it is
        required as part of a Form 10-K with respect to the Trust Fund.

       

      Failure
        of the Company to comply with this Section 4.17 (including with respect to
        the
        timeframes required herein) shall be deemed a Company Default, and the Master
        Servicer shall, in addition to whatever rights the Master Servicer may have
        under this Agreement and at law or equity or to damages, including injunctive
        relief and specific performance, upon notice immediately terminate all of
        the
        rights and obligations of the Company under this Agreement and in and to
        the
        Mortgage Loans and the proceeds thereof without compensating the Company
        for the
        same. Failure of the Master Servicer to comply with this Section 4.17 (including
        with respect to the timeframes required herein) shall
        constitute an
        Event
        of Default, and at the written direction of the Depositor the Trustee shall,
        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 of 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 (but
        subject to the Master Servicer’s rights to payment of any Master Servicing
        Compensation and reimbursement of all amounts for which it is entitled to
        be
        reimbursed prior to the date of termination). Failure of the Securities
        Administrator to comply with this Section 4.17 (including with respect to
        the
        timeframes required in this Section) which failure results in a failure to
        timely file the related Form 10-K, shall constitute a default and at the
        written
        direction of the Depositor the Trustee shall, 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 of the rights and obligations of the Securities Administrator
        under this Agreement and in and to the Mortgage Loans and the proceeds thereof
        without compensating the Securities Administrator for the same (but subject
        to
        the Securities Administrator’s right to reimbursement of all amounts for which
        it is entitled to be reimbursed prior to the date of termination). This
        paragraph shall supersede any other provision in this Agreement or any other
        agreement to the contrary.

       

      Section
        4.18 Reports
        Filed with Securities and Exchange Commission. 

       

      (a)
        (i)
        (A) Within
        15 days after each Distribution Date, the Securities Administrator shall,
        in
        accordance with industry standards, prepare and 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 Securities Administrator to the
        Certificateholders for such Distribution Date; provided that, the Securities
        Administrator shall have received no later than five (5) calendar days after
        the
        related Distribution Date, all information required to be provided to the
        Securities Administrator as described in clause (a)(iv) below. Any disclosure
        that is in addition to the Monthly Statement and that is required to be included
        on Form 10-D (“Additional Form 10-D Disclosure”) shall
        be,
        pursuant to the paragraph immediately below, reported by the parties set
        forth
        on Exhibit O to the Securities Administrator and the Depositor and approved
        for
        inclusion by the Depositor, and the Securities Administrator will have no
        duty
        or liability for any failure hereunder to determine or prepare any Additional
        Form 10-D Disclosure absent such reporting (other than in the case where
        the
        Securities Administrator is the reporting party as set forth in Exhibit O)
        and
        approval.

       

      (B) Within
        five (5) calendar days after the related Distribution Date, (i) the parties
        set
        forth in Exhibit O shall be required to provide, and the Master Servicer
        shall
        enforce the obligation of each Servicer (to the extent provided in the related
        Servicing Agreement) to provide, pursuant to Section 4.18(a)(iv) below, to
        the
        Securities Administrator and the Depositor, to the extent known by a responsible
        officer thereof, in EDGAR-compatible format, or in such other form as otherwise
        agreed upon by the Securities Administrator and the Depositor and such party,
        the form and substance of any Additional Form 10-D Disclosure, if applicable,
        and (ii) the Depositor will approve, as to form and substance, or disapprove,
        as
        the case may be, the inclusion of the Additional Form 10-D Disclosure on
        Form
        10-D. The Depositor shall be responsible for any reasonable fees and expenses
        assessed or incurred by the Securities Administrator in connection with
        including any Additional Form 10-D Disclosure on Form 10-D pursuant to this
        Section.

       

      (C) After
        preparing the Form 10-D, the Securities Administrator shall forward
        electronically a copy of the Form 10-D to the Depositor (in the case of any
        Additional 10-D Disclosure and otherwise if requested by the Depositor) and
        the
        Master Servicer for review. Within
        two Business Days after receipt of such copy, but no later than the 12th
        calendar day after the Distribution Date (provided that, the Securities
        Administrator forwards a copy of the Form 10-D no later than the 10th
        calendar
        after the Distribution Date), the Depositor shall notify the Securities
        Administrator in writing (which may be furnished electronically) of any changes
        to or approval of such Form 10-D. In the absence of receipt of any written
        changes or approval, the Securities Administrator shall be entitled to assume
        that such Form 10-D is in final form and the Securities Administrator may
        proceed with the execution and filing of the Form 10-D. No later than the
        13th
        calendar day after the related Distribution Date, a duly authorized officer
        of
        the Master Servicer shall sign the Form 10-D and, in the case where the Master
        Servicer and the Securities Administrator are not affiliated, return an
        electronic or fax copy of such signed Form 10-D (with an original executed
        hard
        copy to follow by overnight mail) to the Securities Administrator. If a Form
        10-D cannot be filed on time or if a previously filed Form 10-D needs to
        be
        amended, the Securities Administrator shall follow the procedures set forth
        in
        Section 4.18(a)(v)(B). Promptly (but no later than one (1) Business Day)
        after
        filing with the Commission, the Securities Administrator shall make available
        on
        its internet website identified in Section 6.06 a final executed copy of
        each
        Form 10-D filed by the Securities Administrator. The signing party at the
        Master
        Servicer can be contacted as set forth in Section 12.05. Form 10-D requires
        the
        registrant to indicate (by checking “yes” or “no”) that it (1) has filed all
        reports required to be filed by Section 13 or 15(d) of the Exchange Act during
        the preceding 12 months (or for such shorter period that the registrant was
        required to file such reports), and (2) has been subject to such filing
        requirements for the past 90 days. The Depositor shall notify the Securities
        Administrator in writing, no later than the fifth calendar day after the
        related
        Distribution Date with respect to the filing of a report on Form 10-D if
        the
        answer to the questions should be “no”. The Securities Administrator shall be
        entitled to rely on the representations in Section 2.04(vi) and in any such
        notice in preparing, executing and/or filing any such report. The parties
        to
        this Agreement acknowledge that the performance by the Master Servicer and
        the
        Securities Administrator of their respective duties under Sections 4.18(a)(i)
        and (v) related to the timely preparation, execution and filing of Form 10-D
        is
        contingent upon such parties strictly observing all applicable deadlines
        in the
        performance of their duties under such Sections. Neither the Master Servicer
        nor
        the Securities Administrator shall have any liability for any loss, expense,
        damage, claim arising out of or with respect to any failure to properly prepare,
        execute and/or timely file such Form 10-D, where such failure results from
        a
        party’s failure to deliver, on a timely basis, any information from such party
        needed to prepare, arrange for execution or file such Form 10-D, not resulting
        from its own negligence, bad faith or willful misconduct. 

       

      (ii) 
        (A)
        Within
        four (4) Business Days after the occurrence of an event requiring disclosure
        on
        Form 8-K (each such event, a “Reportable Event”), the Securities Administrator
        shall prepare and file, at the direction of the Depositor, on behalf of the
        Trust, any Form 8-K, as required by the Exchange Act; provided that, the
        Depositor shall file the initial Form 8-K in connection with the issuance
        of the
        Certificates. Any disclosure or information related to a Reportable Event
        or
        that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure
        Information”) shall be, pursuant to the paragraph immediately below, reported by
        the parties set forth on Exhibit O to the Securities Administrator and the
        Depositor and approved for inclusion by the Depositor, and the Securities
        Administrator will have no duty or liability for any failure hereunder to
        determine or prepare any Form 8-K Disclosure Information absent such reporting
        (other than in the case where the Securities Administrator is the reporting
        party as set forth in Exhibit O) and approval.

       

      (B) For
        so
        long as the Trust is subject to the Exchange Act reporting requirements,
        no
        later than the close of business on the 2nd Business Day after the occurrence
        of
        a Reportable Event (i) the parties set forth in Exhibit O shall be required
        pursuant to Section 4.18(a)(iv) below to provide, and the Master Servicer
        shall
        enforce the obligation of each Servicer (to the extent provided in the related
        Servicing Agreement) to provide, to the Securities Administrator and the
        Depositor, to the extent known by a responsible officer thereof, in
        EDGAR-compatible format, or in such other form as otherwise agreed upon by
        the
        Securities Administrator and the Depositor and such party, the form and
        substance of any Form 8-K Disclosure Information, if applicable, and (ii)
        the
        Depositor shall approve, as to form and substance, or disapprove, as the
        case
        may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K.
        The
        Depositor shall be responsible for any reasonable fees and expenses assessed
        or
        incurred by the Securities Administrator in connection with including any
        Form
        8-K Disclosure Information on Form 8-K pursuant to this Section. 

       

      (C) After
        preparing the Form 8-K, the Securities Administrator shall forward
        electronically a copy of the Form 8-K to the Depositor and the Master Servicer
        for review. No later than the close of business New York City time on the
        3rd
        Business Day after the Reportable Event, or in the case where the Master
        Servicer and Securities Administrator are affiliated, no later than noon
        New
        York City time on the 4th
        Business
        Day after the Reportable Event, a duly authorized officer of the Master Servicer
        shall sign the Form 8-K and, in the case where the Master Servicer and the
        Securities Administrator are not affiliated, return an electronic or fax
        copy of
        such signed Form 8-K (with an original executed hard copy to follow by overnight
        mail) to the Securities Administrator. Promptly, but no later than the close
        of
        business on the 3rd Business Day after the Reportable Event (provided that,
        the
        Securities Administrator forwards a copy of the Form 8-K no later than noon
        New
        York time on the third Business Day after the Reportable Event), the Depositor
        shall notify the Securities Administrator in writing (which may be furnished
        electronically) of any changes to or approval of such Form 8-K. In the absence
        of receipt of any written changes or approval, the Securities Administrator
        shall be entitled to assume that such Form 8-K is in final form and the
        Securities Administrator may proceed with the execution and filing of the
        Form
        8-K. If a Form 8-K cannot be filed on time or if a previously filed Form
        8-K
        needs to be amended, the Securities Administrator shall follow the procedures
        set forth in Section 4.18(a)(v)(B). Promptly (but no later than one (1) Business
        Day) after filing with the Commission, the Securities Administrator shall,
        make
        available on its internet website a final executed copy of each Form 8-K
        filed
        by the Securities Administrator. The signing party at the Master Servicer
        can be
        contacted as set forth in Section 12.05. The parties to this Agreement
        acknowledge that the performance by Master Servicer and the Securities
        Administrator of their respective duties under this Section 4.18(a)(ii) related
        to the timely preparation, execution and filing of Form 8-K is contingent
        upon
        such parties strictly observing all applicable deadlines in the performance
        of
        their duties under this Section 4.18(a)(ii). Neither the Master Servicer
        nor the
        Securities Administrator shall have any liability for any loss, expense,
        damage,
        claim arising out of or with respect to any failure to properly prepare,
        execute
        and/or timely file such Form 8-K, where such failure results from a party’s
        failure to deliver, on a timely basis, any information from such party needed
        to
        prepare, arrange for execution or file such Form 8-K, not resulting from
        its own
        negligence, bad faith or willful misconduct.

       

      (iii) (A)
        Within
        90 days after the end of each fiscal year of the Trust or such earlier date
        as
        may be required by the Exchange Act (the “10-K Filing Deadline”) (it being
        understood that the fiscal year for the Trust ends on December 31st of each
        year), commencing in March 2007, the Securities Administrator shall prepare
        and
        file on behalf of the Trust a Form 10-K, in form and substance as required
        by
        the Exchange Act. Each such Form 10-K shall include the following items,
        in each
        case to the extent they have been delivered to the Securities Administrator
        within the applicable time frames set forth in this Agreement, (I) an annual
        compliance statement for the
        Company as a Servicer,
        the
        Master Servicer, each Servicer, the Securities Administrator and any subservicer
        or subcontractor, as applicable, as described under Section 4.16, (II)(A)
        the
        annual reports on assessment of compliance with Servicing Criteria for the
        Company as a Servicer, each Servicer, the Master Servicer, each subservicer
        and
        subcontractor participating in the servicing function, the Securities
        Administrator and the Custodian, as described under Section 4.17, and (B)
        if any
        such report on assessment of compliance with Servicing Criteria described
        under
        Section 4.17 identifies any material instance of noncompliance, disclosure
        identifying such instance of noncompliance, or if any such report on assessment
        of compliance with Servicing Criteria described under Section 4.17 is not
        included as an exhibit to such Form 10-K, disclosure that such report is
        not
        included and an explanation why such report is not included, (III)(A) the
        registered public accounting firm attestation report for the Company, each
        Servicer, the Master Servicer, the Securities Administrator, each subservicer,
        each subcontractor, as applicable, and the Custodian, as described under
        Section
        4.17, and (B) if any registered public accounting firm attestation report
        described under Section 4.17 identifies any material instance of noncompliance,
        disclosure identifying such instance of noncompliance, or if any such registered
        public accounting firm attestation report is not included as an exhibit to
        such
        Form 10-K, disclosure that such report is not included and an explanation
        why
        such report is not included, and (IV) a Sarbanes-Oxley Certification as
        described in Section 4.18(a)(iii)(D) below (provided, however, that the
        Securities Administrator, at its discretion, may omit from the Form 10-K
        any
        annual compliance statement, assessment of compliance or attestation report
        that
        is not required to be filed with such Form 10-K pursuant to Regulation AB).
        Any
        disclosure or information in addition to (I) through (IV) above that is required
        to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be,
        pursuant to the paragraph immediately below, reported by the parties set
        forth
        on Exhibit O to the Securities Administrator and the Depositor and approved
        for
        inclusion by the Depositor, and the Securities Administrator will have no
        duty
        or liability for any failure hereunder to determine or prepare any Additional
        Form 10-K Disclosure absent such reporting (other than in the case where
        the
        Securities Administrator is the reporting party as set forth in Exhibit O)
        and
        approval.

       

      (B) No
        later
        than March 15th
        of each
        year that the Trust is subject to the Exchange Act reporting requirements,
        commencing in 2007, (i) the parties set forth in Exhibit O shall be required
        to
        provide, and the Master Servicer shall enforce the obligation of each Servicer
        (to the extent provided in the related Servicing Agreement) to provide, pursuant
        to Section 4.18(a)(iv) below to the Securities Administrator and the Depositor,
        to the extent known by a responsible officer thereof, in EDGAR-compatible
        format, or in such other form as otherwise agreed upon by the Securities
        Administrator and the Depositor and such party, the form and substance of
        any
        Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor will
        approve, as to form and substance, or disapprove, as the case may be, the
        inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor
        shall be responsible for any reasonable fees and expenses assessed or incurred
        by the Securities Administrator in connection with including any Additional
        Form
        10-K Disclosure on Form 10-K pursuant to this Section.

       

      (C) After
        preparing the Form 10-K, the Securities Administrator shall forward
        electronically a copy of the Form 10-K to the Depositor (only in the case
        where
        such Form 10-K includes Additional Form 10-K Disclosure and otherwise if
        requested by the Depositor) and the Master Servicer for review. Within three
        Business Days after receipt of such copy, but no later than March 25th
        (provided that, the Securities Administrator forwards a copy of the Form
        10-K no
        later than the third Business Day prior to March 25th), the Depositor shall
        notify the Securities Administrator in writing (which may be furnished
        electronically) of any changes to or approval of such Form 10-K. In the absence
        of receipt of any written changes or approval, the Securities Administrator
        shall be entitled to assume that such Form 10-K is in final form and the
        Securities Administrator may proceed with the execution and filing of the
        Form
        10-K. No later than the close of business Eastern Standard time on the 4th
        Business Day prior to the 10-K Filing Deadline, an officer of the Master
        Servicer in charge of the master servicing function shall sign the Form 10-K
        and, in the case where the Master Servicer and the Securities Administrator
        are
        unaffiliated, return an electronic or fax copy of such signed Form 10-K (with
        an
        original executed hard copy to follow by overnight mail) to the Securities
        Administrator. If a Form 10-K cannot be filed on time or if a previously
        filed
        Form 10-K needs to be amended, the Securities Administrator will follow the
        procedures set forth in Section 4.18(a)(v)(B). Promptly (but no later than
        one
        (1) Business Day) after filing with the Commission, the Securities Administrator
        shall make available on its internet website a final executed copy of each
        Form
        10-K filed by the Securities Administrator. The signing party at the Master
        Servicer can be contacted as set forth in Section 12.05. Form 10-K requires
        the
        registrant to indicate (by checking “yes” or “no”) that it (1) has filed all
        reports required to be filed by Section 13 or 15(d) of the Exchange Act during
        the preceding 12 months (or for such shorter period that the registrant was
        required to file such reports), and (2) has been subject to such filing
        requirements for the past 90 days. The Depositor shall notify the Securities
        Administrator in writing, no later than March 15th after the related
        Distribution Date with respect to the filing of a report on Form 10-K, if
        the
        answer to the questions should be “no”. The Securities Administrator shall be
        entitled to rely on the representations in Section 2.04(vi) and in any such
        notice in preparing, executing and/or filing any such report. The parties
        to
        this Agreement acknowledge that the performance by the Master Servicer and
        the
        Securities Administrator of their respective duties under Sections 4.18(a)(iv)
        and (v) related to the timely preparation, execution and filing of Form 10-K
        is
        contingent upon such parties strictly observing all applicable deadlines
        in the
        performance of their duties under such Sections and Sections 4.16 and Section
        4.17. Neither the Master Servicer nor the Securities Administrator shall
        have
        any liability for any loss, expense, damage, claim arising out of or with
        respect to any failure to properly prepare, execute and/or timely file such
        Form
        10-K, where such failure results from the Master Servicer’s or the Securities
        Administrator’s inability or failure to receive, on a timely basis, any
        information from any other party hereto needed to prepare, arrange for execution
        or file such Form 10-K, not resulting from its own negligence, bad faith
        or
        willful misconduct. 

       

      (D) Each
        Form
        10-K shall include a certification (the “Sarbanes-Oxley Certification”) required
        to be included therewith pursuant to the Sarbanes-Oxley Act which shall be
        signed by the Certifying Person and delivered to the Securities Administrator
        no
        later than March 15th
        of each
        year in which the Trust is subject to the reporting requirements of the Exchange
        Act. The Master Servicer shall cause any Servicer, and any subservicer or
        subcontractor engaged by it to, provide to the Person who signs the
        Sarbanes-Oxley Certification (the “Certifying Person”), by March 10th of each
        year in which the Trust is subject to the reporting requirements of the Exchange
        Act (or such other date specified in the related Servicing Agreement) and
        otherwise within a reasonable period of time upon request, a certification
        (each, a “Back-Up Certification”), in the form attached hereto as Exhibit L,
        upon which the Certifying Person, the entity for which the Certifying Person
        acts as an officer, and such entity’s officers, directors and Affiliates
        (collectively with the Certifying Person, “Certification Parties”) can
        reasonably rely. In addition, the Company as a Servicer and, in the case
        where
        the Master Servicer and Securities Administrator are not affiliated, the
        Securities Administrator shall sign a Back-Up Certification substantially
        in the
        form of Exhibit L; provided, however, that the Company and the Securities
        Administrator shall not be required to undertake an analysis of any accountant’s
        report attached as an exhibit to the Form 10-K. An officer of the Master
        Servicer in charge of the master servicing function shall serve as the
        Certifying Person on behalf of the Trust. Such officer of the Certifying
        Person
        can be contacted as set forth in Section 12.05.

       

      (iv) With
        respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
        or any Form 8-K Disclosure Information (collectively, the “Additional
        Disclosure”) relating to the Trust Fund, the Securities Administrator’s
        obligation to include such Additional Information in the applicable Exchange
        Act
        report is subject to receipt from the entity that is indicated in Exhibit
        O as
        the responsible party for providing that information, if other than the
        Securities Administrator, as and when required as described in Section
        4.18(a)(i) through (iii) above. Such Additional Disclosure shall be accompanied
        by a notice substantially in the form of Exhibit P. Each of the Company as
        a
        Servicer, the Master Servicer, the Seller, the Securities Administrator and
        the
        Depositor hereby agrees to notify and provide, and the Master Servicer shall
        enforce the obligation (to the extent provided in the related Servicing
        Agreement) of each Servicer to notify and provide, to the extent known to
        the
        Company as a Servicer, the Master Servicer, the Seller, the Securities
        Administrator and the Depositor all Additional Disclosure relating to the
        Trust
        Fund, with respect to which such party is indicated in Exhibit O as the
        responsible party for providing that information. The Depositor shall be
        responsible for any reasonable fees and expenses assessed or incurred by
        the
        Securities Administrator in connection with including any Additional Disclosure
        information pursuant to this Section.

       

      So
        long
        as the Depositor is subject to the filing requirements of the Exchange Act
        with
        respect to the Trust Fund, the Trustee shall notify the Securities Administrator
        and the Depositor of any bankruptcy or receivership with respect to the Trustee
        or of any proceedings of the type described under Item 1117 of Regulation
        AB
        that have occurred as of the related Due Period, together with a description
        thereof, no later than the date on which such information is required of
        other
        parties hereto as set forth under this Section 4.18. In addition, the Trustee
        shall notify the Securities Administrator and the Depositor of any affiliations
        or relationships that develop after the Closing Date between the Trustee
        and the
        Depositor, the Seller, the Securities Administrator, the Master Servicer
        or the
        Custodian of the type described under Item 1119 of Regulation AB, together
        with
        a description thereof, no later than March 15 of each year that the trust
        is
        subject to the Exchange Act reporting requirements, commencing in 2007. Should
        the identification of any of the Depositor, the Seller, the Securities
        Administrator, the Master Servicer or the Custodian change, the Depositor
        shall
        promptly notify the Trustee.

       

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

       

      (B) In
        the
        event that the Securities Administrator is unable to timely file with the
        Commission all or any required portion of any Form 8-K, 10-D or 10-K required
        to
        be filed by this Agreement because required disclosure information was either
        not delivered to it or delivered to it after the delivery deadlines set forth
        in
        this Agreement or for any other reason, the Securities Administrator shall
        promptly notify the Depositor and the Master Servicer. In the case of Form
        10-D
        and 10-K, the Depositor, the Master Servicer and the Securities Administrator
        shall cooperate to prepare and file a Form 12b-25 and a 10-DA and 10-KA as
        applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form
        8-K, the Securities Administrator will, upon receipt of all required Form
        8-K
        Disclosure Information and upon the approval and direction of the Depositor,
        include such disclosure information on the next Form 10-D. In the event that
        any
        previously filed Form 8-K, 10-D or 10-K needs to be amended, and such amendment
        relates to any Additional Disclosure, the Securities Administrator shall
        notify
        the Depositor and the parties affected thereby and such parties will cooperate
        to prepare any necessary Form 8-K, 10-DA or 10-KA. Any Form 15, Form 12b-25
        or
        any amendment to Form 8-K, 10-D or 10-K shall be signed by an appropriate
        officer of the Master Servicer. The parties hereto acknowledge that the
        performance by the Master Servicer and the Securities Administrator of their
        respective duties under this Section 4.18(a)(v) related to the timely
        preparation, execution and filing of Form 15, a Form 12b-25 or any amendment
        to
        Form 8-K, 10-D or 10-K is contingent upon the Master Servicer and the Depositor
        timely performing their duties under this Section. Neither the Master Servicer
        nor the Securities Administrator shall have any liability for any loss, expense,
        damage, claim arising out of or with respect to any failure to properly prepare,
        execute and/or timely file any such Form 15, Form 12b-25 or any amendments
        to
        Form 8-K, 10-D or 10-K, where such failure results from a party’s failure to
        deliver, on a timely basis, any information from such party needed to prepare,
        arrange for execution or file such Form 15, Form 12b-25 or any amendments
        to
        Form 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith
        or
        willful misconduct.

       

      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
        Securities Administrator reasonably deems appropriate to prepare and file
        all
        necessary reports with the Commission. The Securities Administrator shall
        have
        no responsibility to file any items other than those specified in this Section
        4.18; provided, however, the Securities Administrator shall cooperate with
        the
        Depositor in connection with any additional filings with respect to the Trust
        Fund as the Depositor deems necessary under the Exchange Act. Fees and expenses
        incurred by the Securities Administrator in connection with this Section
        4.18
        shall not be reimbursable from the Trust Fund.

       

      (b) The
        Securities Administrator shall indemnify and hold harmless, the Company,
        the
        Depositor and the Master Servicer and each of 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 Securities
        Administrator’s obligations under Sections 4.16, 4.17 and 4.18 or the Securities
        Administrator’s negligence, bad faith or willful misconduct in connection
        therewith. In addition, the Securities Administrator shall indemnify and
        hold
        harmless the Depositor and the Master Servicer and each of 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
        (i)
        any untrue statement or alleged untrue statement of any material fact contained
        in any Back-Up Certification, any Annual Statement of Compliance, any Assessment
        of Compliance or any Additional Disclosure provided by the Securities
        Administrator on its behalf or on behalf of any subservicer or subcontractor
        engaged by the Securities Administrator pursuant to Section 4.16, 4.17 or
        4.18
(the
        “Securities Administrator Information”), or (ii) any omission or alleged
        omission to state therein 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; provided, by way of clarification, that this
        paragraph shall be construed solely by reference to the Securities Administrator
        Information and not to any other information communicated in connection with
        the
        Certificates, without regard to whether the Securities Administrator Information
        or any portion thereof is presented together with or separately from such
        other
        information.

       

      The
        Depositor shall indemnify and hold harmless the Securities Administrator
        and the
        Master Servicer and each of 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
        Sections 4.16, 4.17 and 4.18 or the Depositor’s negligence, bad faith or willful
        misconduct in connection therewith. In addition, the Depositor shall indemnify
        and hold harmless the Master Servicer, the Securities Administrator and each
        of
        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 (i) any untrue statement or alleged untrue statement of any material
        fact
        contained in any Additional Disclosure provided by the Depositor that is
        required to be filed pursuant to this Section 4.18 (the
        “Depositor Information”),
        or
(ii)
        any
        omission or alleged omission to state therein 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; provided, by way of
        clarification, that this paragraph shall be construed solely by reference
        to the
        Depositor Information that is required to be filed and not to any other
        information communicated in connection with the Certificates, without regard
        to
        whether the Depositor Information or any portion thereof is presented together
        with or separately from such other information.

       

      The
        Master Servicer shall indemnify and hold harmless the Company, the Securities
        Administrator and the Depositor and each of its 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 Sections 4.16, 4.17 and 4.18 or
        the
        Master Servicer’s negligence, bad faith or willful misconduct in connection
        therewith. In addition, the Master Servicer shall indemnify and hold harmless
        the Depositor and each of 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 (i) any untrue statement or alleged untrue
        statement of any material fact contained in any Annual Statement of Compliance,
        any Assessment of Compliance or any Additional Disclosure provided by the
        Master
        Servicer on its behalf or on behalf of any subservicer or subcontractor engaged
        by the Master Servicer pursuant to Section 4.16, 4.17 or 4.18 (the
        “Master Servicer Information”), or (ii) any omission or alleged omission to
        state therein 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; provided, by way of clarification, that this paragraph shall
        be
        construed solely by reference to the Master Servicer Information and not
        to any
        other information communicated in connection with the Certificates, without
        regard to whether the Master Servicer Information or any portion thereof
        is
        presented together with or separately from such other information.

       

      The
        Company shall indemnify and hold harmless the Depositor, the Securities
        Administrator and the Master Servicer and each of 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
        Company under Sections 4.16, 4.17 and 4.18 or the Company’s negligence, bad
        faith or willful misconduct in connection therewith including any failure
        by the
        Company to identify any subcontractor “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB. In addition, the Company
        shall
        indemnify and hold harmless the Depositor and the Master Servicer and each
        of
        their respective officers, directors and affiliates and the Master Servicer
        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 (i) any untrue statement or alleged untrue
        statement of any material fact contained in any Back-Up Certification, any
        Annual Statement of Compliance, any Assessment of Compliance or any Additional
        Disclosure provided by the Company on its behalf or on behalf of any subservicer
        or subcontractor pursuant to Section 4.16, 4.17 or 4.18 (the
        “Company Information”), (ii) any breach by the Company of a representation,
        warranty or covenant set forth in Section 2.03(a)(vii) and Section
        2.03(b)(i-iii) and (iii) any omission or alleged omission to state therein
        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;
        provided, by way of clarification, that this paragraph shall be construed
        solely
        by reference to the Company Information and not to any other information
        communicated in connection with the Certificates, without regard to whether
        the
        Company Information or any portion thereof is presented together with or
        separately from such other information.

       

      If
        the
        indemnification provided for herein is unavailable or insufficient to hold
        harmless the Company, the Depositor, the Securities Administrator or the
        Master
        Servicer, as applicable, then the defaulting party, in connection with any
        conduct for which it is providing indemnification under this Section 4.18(b),
        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 respective parties. 

       

      The
        indemnification provisions set forth in this Section 4.18(b) shall survive
        the
        termination of this Agreement or the termination of any party to this
        Agreement.

       

      (c) Failure
        of the Company to comply with this Section 4.18 (including with respect to
        the
        timeframes required herein) shall be deemed a Company Default, and the Master
        Servicer shall, in addition to whatever rights the Master Servicer may have
        under this Agreement and at law or equity or to damages, including injunctive
        relief and specific performance, upon notice immediately terminate all of
        the
        rights and obligations of the Company under this Agreement and in and to
        the
        Mortgage Loans and the proceeds thereof without compensating the Company
        for the
        same. Failure of the Master Servicer to comply with this Section 4.18 (including
        with respect to the timeframes required herein) shall, constitute an Event
        of
        Default, and at the written direction of the Depositor the Trustee shall,
        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 of 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 (but
        subject to the Master Servicer rights to payment of any Master Servicing
        Compensation and reimbursement of all amounts for which it is entitled to
        be
        reimbursed prior to the date of termination). Failure of the Securities
        Administrator to comply with this Section 4.18 (including with respect to
        the
        timeframes required in this Section) which failure results in a failure to
        timely file the related Form 10-K, shall, constitute a default and at the
        written direction of the Depositor the Trustee shall, 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 of the rights and obligations of the Securities
        Administrator under this Agreement and in and to the Mortgage Loans and the
        proceeds thereof without compensating the Securities Administrator for the
        same
        (but subject to the Securities Administrator’s right to reimbursement of all
        amounts for which it is entitled to be reimbursed prior to the date of
        termination). This paragraph shall supersede any other provision in this
        Agreement or any other agreement to the contrary. In connection with the
        termination of the Master Servicer or the Securities Administrator pursuant
        to
        this Section 4.18(d), the Trustee shall be entitled to reimbursement of all
        costs and expenses associated with such termination to the extent set forth
        in
        Section 10.05. Notwithstanding anything to the contrary in this Agreement,
        no
        Event of Default by the Master Servicer or default by the Securities
        Administrator shall have occurred with respect to any failure to properly
        prepare, execute and/or timely file any report on Form 8-K, Form 10-D or
        Form
        10-K, any Form 15 or Form 12b-25 or any amendments to Form 8-K, 10-D or 10-K,
        where such failure results from any party’s inability or failure to deliver, on
        a timely basis, any information from such party needed to prepare, arrange
        for
        execution or file any such report, Form or amendment, and does not result
        from
        its own negligence, bad faith or willful misconduct.

       

      In
        the
        case of any failure of performance described above, the Company shall promptly
        reimburse the Depositor, the Master Servicer and the Securities Administrator
        for all costs reasonably incurred by each such party in order to obtain the
        information, report, certification, accountants’ letter or other material not
        delivered pursuant to this Section 4.18 as required by the Company, any
        subservicer or any subcontractor.

       

      (d) Notwithstanding
        the provisions of Section 12.01, this Section 4.18 may be amended without
        the
        consent of the Certificateholders.

       

      (e) Any
        report, notice or notification to be delivered by the Company, the Master
        Servicer or the Securities Administrator to the Depositor pursuant to this
        Section 4.18, may be delivered via email to RegABNotifications@bear.com
        or, in
        the case of a notification, telephonically by calling Reg AB Compliance Manager
        at 212-272-7525. 

       

      Section
        4.19 Intention
        of the Parties and Interpretation. 

       

      Each
        of
        the parties acknowledges and agrees that the purpose of Sections 4.16, 4.17
        and
        4.18 of this Agreement is to facilitate compliance by the Seller, the Depositor
        and the Master Servicer with the provisions of Regulation AB. 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 reasonable requests made by the Seller,
        the
        Depositor, the Master Servicer or the Securities Administrator for delivery
        of
        additional or different information as the Seller, the Depositor, the Master
        Servicer or the Securities Administrator 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
        obligations of the parties to this transaction as are necessary to accommodate
        evolving interpretations of the provisions of Regulation AB.

       

      Section
        4.20 UCC. 

       

      The
        Seller shall file any financing statements, continuation 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 Loan which as of the first day of a Fiscal Quarter
        is
        delinquent in payment by 90 days or more or is an REO Property, the Seller
        shall
        have the right to purchase any such Mortgage Loan or REO Property from the
        Trust
        at a price equal to the Purchase 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 Fiscal 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 Fiscal
        Quarter.

       

      In
        addition, EMC 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 EMC remits to the Securities Administrator a payment for deposit in
        the
        Distribution Account covering the amount of the Repurchase Price for such
        a
        Mortgage Loan, and EMC provides to the Trustee a certification signed by
        a
        Servicing Officer stating that the amount of such payment has been deposited
        in
        the Distribution Account, then the Trustee shall execute the assignment of
        such
        Mortgage Loan prepared and delivered to the Trustee, at the request of EMC,
        without recourse, representation or warranty, to EMC 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. EMC 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.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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 related to the EMC Mortgage Loans are located
        to
        collect all payments called for under the terms and provisions of the EMC
        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 related to an EMC Mortgage Loan for a period not greater than 125 days.
        In
        the event of any such arrangement, the Company shall make Advances on the
        related EMC Mortgage Loan during the scheduled period in accordance with
        the
        amortization schedule of such EMC 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) an EMC Mortgage Loan is in default or default is reasonably
        foreseeable 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 EMC Mortgage Loan will not result in
        the
        imposition of taxes on or disqualify from REMIC status any of REMIC I, REMIC
        II,
        REMIC III, REMIC IV or REMIC V 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 5.00% with respect to any EMC
        Mortgage Loan and (B) amend any Mortgage Note related to an EMC Mortgage
        Loan to
        extend to the maturity thereof.

       

       

      With
        respect to Mortgage Loans affected by Hurricane Katrina, if the Mortgaged
        Property is located in public and individual assistance counties as designated
        by FEMA (as set forth on its website www.fema.gov),
        the
        Company ceased charging late fees and credit reporting activity for
        selected Mortgagors
        in certain counties from the date of such designation until May 1, 2006,
        and has
        decided if
        reasonably prudent, to extend
        such period as long as necessary. In addition, the Company suspended foreclosure
        and bankruptcy activity relating to such Mortgage Loans from the date of
        such
        designation until May 1, 2006, and has decided if reasonably prudent,
        to extend
        such period as long as necessary.

       

      In
        accordance with the standards of the first paragraph of Section 3.01, the
        Company shall not waive (or permit a sub-servicer to waive) any Prepayment
        Charge related to an EMC Mortgage Loan unless: (i) the enforceability thereof
        shall have been limited by bankruptcy, insolvency, moratorium, receivership
        and
        other similar laws relating to creditors’ rights generally, (ii) the enforcement
        thereof is illegal, or any local, state or federal agency has threatened
        legal
        action if the prepayment penalty is enforced, (iii) the mortgage debt has
        been
        accelerated in connection with a foreclosure or other involuntary payment
        or
        (iv) such waiver is standard and customary in servicing similar Mortgage
        Loans
        and relates to a default or a reasonably foreseeable default and would, in
        the
        reasonable judgment of the Company, maximize recovery of total proceeds taking
        into account the value of such Prepayment Charge and the related EMC Mortgage
        Loan. If a Prepayment Charge is waived, but does not meet the standards
        described above, then the Company is required to pay the amount of such waived
        Prepayment Charge, for the benefit of Class P Certificates, by remitting
        such
        amount to the Securities Administrator (or the Master Servicer, if the
        Securities Administrator is no longer related to the Master Servicer) by
        the
        Remittance Date.

       

      (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 “U.S. Bank National Association, in trust for registered holders of
        Bear Stearns Asset Backed Securities I LLC, Asset-Backed Certificates Series
        2006-AC4”. The Company shall deposit or cause to be deposited into the Protected
        Account on a daily basis within two Business Days of receipt and identification,
        except as otherwise specifically provided herein, the following payments
        and
        collections remitted by subservicers or received by it in respect of the
        EMC
        Mortgage Loans subsequent to the Cut-off Date (other than in respect of
        principal and interest due on the EMC 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
        EMC
        Mortgage Loans;

       

      (ii) all
        payments on account of interest on the EMC 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 with respect to any EMC Mortgage
        Loans, 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;

       

      (vi) any
        Prepayment Charges collected on the EMC Mortgage Loans; and

       

      (vii) 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. Reconciliations will be prepared for the Protected
        Account within 45 calendar days after the bank statement cut-off date. 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.

       

      (e) In
        the
        event that the Master Servicer and Securities Administrator are no longer
        affiliated, the Master Servicer shall establish and maintain an account separate
        from the Distribution Account into which any funds remitted by the Company
        and
        Servicers will be deposited. No later than noon New York time on the Business
        Day prior to each Distribution Date, the Master Servicer shall remit any
        such
        funds to the Paying Agent for deposit in the Distribution Account. The Master
        Servicer shall make the following permitted withdrawals and transfers from
        such
        account:

       

      (i) The
        Master Servicer will, from time to time on demand of the Company, a Servicer
        or
        the Securities Administrator, make or cause to be made such withdrawals or
        transfers from the 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 account pursuant
        to
        Section 11.01 and remove amounts from time to time deposited in
        error.

       

      (ii) On
        an
        ongoing basis, the Master Servicer shall withdraw from the account (i) any
        expenses, costs and liabilities recoverable by the Trustee, the Master Servicer
        or the Securities Administrator or the Custodian pursuant to Sections 4.03,
        8.04
        and 10.05 and (ii) any amounts payable to the Master Servicer as set forth
        in
        Section 4.14; provided, however, that the Master Servicer shall be obligated
        to
        pay from its own funds any amounts which it is required to pay under Section
        8.03(a).

       

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

       

      (iv) No
        later
        than noon New York time on each Business Day prior to each Distribution Date,
        the Master Servicer will transfer all Available Funds on deposit in the account
        with respect to the related Distribution Date to the Paying Agent for deposit
        in
        the Distribution Account.

       

      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 EMC
        Mortgage Loan(s) (including, for this purpose, Liquidation Proceeds and
        Insurance Proceeds and Subsequent Recoveries) that represent late recoveries
        of
        payments of principal and/or interest on such particular EMC 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
        EMC
        Mortgage Loan shall be limited to amounts received on particular EMC 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
        EMC
        Mortgage Loan or property acquired in respect thereof that has been purchased
        pursuant to Section 2.02, 2.03 or 4.20 of this Agreement, all amounts received
        thereon and not taken into account in determining the related Stated Principal
        Balance of such repurchased EMC 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 Accounts and remit to the Securities
        Administrator the amount required to be withdrawn therefrom pursuant to Sections
        4.01 and 5.05 hereof. With respect to any remittance received by the Securities
        Administrator from EMC after the date on which such remittance was due, EMC
        shall pay to the Securities Administrator interest on any such late remittance
        at an annual rate equal to the prime rate announced to be in effect from
        time to
        time as published as the average rate in The Wall Street Journal (Northeast
        Edition), plus two percentage points, but in no event greater than the maximum
        amount permitted by applicable law. Such interest shall be deposited in EMC’s
        Protected Account by EMC on the date such late payment is made and shall
        cover
        the period commencing with the day following the date on which such remittance
        was due and ending with the Business Day on which such remittance is made,
        both
        inclusive. Such interest shall be remitted along with the distribution payable
        on the next succeeding Remittance Date. The payment by EMC of any such interest
        shall not be deemed an extension of time for payment or a waiver of any Event
        of
        Default with respect to EMC.

       

      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 EMC Mortgage Loan(s), and their respective portions of such
        Nonrecoverable Advance.

       

      Section
        5.03 Reports
        to Master Servicer. 

       

      
        (i)  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 EMC Mortgage Loan on an individual mortgage
          loan
          basis and containing the data required by the forms attached hereto as
          Exhibit
          S, Exhibit T and Exhibit U or in a format mutually agreed upon between
          the
          Company and the Master Servicer. 

         

      

      In
        addition, the Company shall provide to the Master Servicer and the Depositor:
        

       

      (i) any
        and
        all information and appropriate verification of information which may be
        reasonably available to the Company, whether through letters of its auditors
        and
        counsel or otherwise, as the Depositor or any such other participant shall
        request upon reasonable demand; and 

       

      (ii) such
        additional representations, warranties, covenants, opinions of counsel, letters
        from auditors, and certificates of public officials or officers of the Company
        as are reasonably agreed upon by the Depositor and the Company or any such
        other
        participant.

       

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

       

      With
        respect to each EMC 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 EMC 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 EMC 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
        5.05 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, Subsequent Recoveries, 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 Distribution Account, and shall be held until required for such deposit.
        The
        income earned from Permitted Investments made pursuant to this Section 5.05
        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
        Distribution 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;

       

      (iv) Any
        amount to be used as an Advance; and

       

      (v) The
        amount of any Prepayment Charges collected with respect to the Mortgage Loans
        and the amount of any Prepayment Charges paid by the Company or the related
        Servicer in connection with the waiver of a Prepayment Charge in a manner
        that
        is not permitted under this Agreement or the related Servicing
        Agreement.

       

      (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 5.05(c); 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 Section 5.05(c) certain amounts otherwise
        due
        to the related Servicer may be retained by the related Servicer and need
        not be
        deposited in the Distribution Account.

       

      Section
        5.06 [Reserved]. 

       

      Section
        5.07 [Reserved]. 

       

      Section
        5.08 Distribution
        Account. 

       

      (a) The
        Securities Administrator 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. The Distribution Account shall be
        an
        Eligible Account. The Master Servicer or Servicer, as the case may be, will
        remit to the Securities Administrator for deposit in the Distribution Account
        the following amounts:

       

      (i) any
        Advance and any Compensating Interest Payments;

       

      (ii) any
        Insurance Proceeds, Liquidation Proceeds or Subsequent Recoveries received
        by or
        on behalf of the Master Servicer or which were not deposited in a Protected
        Account;

       

      (iii) 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
        5.09 of this Agreement as the payment of such a Repurchase Price, the Repurchase
        Price with respect to any Mortgage Loans purchased by EMC pursuant to Section
        4.20, 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;

       

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

       

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

       

      (b) All
        amounts deposited to the Distribution Account shall be held by the Securities
        Administrator 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 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. 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 Securities Administrator,
        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
        Distribution Account shall constitute a trust account of the Trust Fund
        segregated on the books of the Securities Administrator and held by the
        Securities Administrator 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 Securities Administrator
        (whether made directly, or indirectly through a liquidator or receiver of
        the
        Securities Administrator. 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 Securities Administrator 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 as may be selected by the Master Servicer on such
        direction 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 Securities Administrator 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 Securities Administrator) as provided by 12 U.S.C. § 92a(e), and applicable
        regulations pursuant thereto, if applicable, or any applicable comparable
        state
        statute applicable to state chartered banking corporations.

       

      Section
        5.09 Permitted
        Withdrawals and Transfers from the Distribution Account. 

       

      (a) The
        Securities Administrator will make 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 (limited
        in the
        case of amounts due the Master Servicer to those not withdrawn from the
        Distribution Account in accordance with the terms of this Agreement; provided
        that the Securities Administrator shall not be responsible for such
        determination and may rely on the Master Servicer’s instructions under this
        Section 5.09):

       

      (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) 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;

       

      (v) 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) through (iv);

       

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

       

      (vii) 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;

       

      (viii) 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;

       

      (ix) 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;

       

      (x) 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;

       

      (xi) to
        remove
        amounts deposited in error; and

       

      (xii) 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
        (iv), inclusive, and (vi) 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
        5.08.

       

      (c) On
        each
        Distribution Date, the Securities Administrator shall distribute the Interest
        Funds and Principal 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 Securities Administrator may conclusively
        rely.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        VI

       

      DISTRIBUTIONS
        AND ADVANCES

       

      Section
        6.01 Advances. 

       

      (a) The
        Company shall make an Advance with respect to any EMC Mortgage Loan and remit
        such Advance to the Securities Administrator for deposit in the Distribution
        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 Securities Administrator for the benefit of the Certificateholders
        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.
Subject
        to the Master Servicer’s recoverability determination, in the event that a
        Servicer fails to make a required Advance, the Master Servicer, as successor
        servicer, shall be required to remit the amount of such Advance to the
        Distribution Account. Subject
        to the Securities Administrator’s recoverability determination, in the event
        that the Master Servicer fails to make a required Advance, the Securities
        Administrator shall be required to remit the amount of such Advance to the
        Distribution Account. 

       

      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 EMC Mortgage Loan
        shall continue until such EMC 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
        Company or the related Servicer was required to make an Advance pursuant
        to this
        Agreement or the related Servicing Agreement and fails to make any required
        Advance, the Master Servicer, as successor servicer, or an other successor
        servicer appointed by it, will remit to the Securities Administrator, who
        in
        turn will deposit in the Distribution Account not later than the Business
        Day
        prior to the Distribution Date an amount equal to such Advance, net of the
        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 related Remittance 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, in accordance with and subject to the terms
        of
        this Agreement (including its rights of reimbursement hereunder).

       

      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 EMC
        Mortgage Loan, the Company shall, to the extent of the Servicing Fee for
        such
        Distribution Date, deposit into the Distribution 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 Master Servicer, 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 Distribution
        Account
        on the Remittance Date.

       

      (c) The
        Master Servicer shall be required to remit the amount of any such Prepayment
        Interest Shortfalls required to be paid by the related Servicer pursuant
        to
        Section 6.02(a), to the extent of the Master Servicing Compensation for such
        Distribution Date, in the event the Company or the related Servicer fails
        to do
        so.

       

      Section
        6.03 REMIC
        Distributions. 

       

      On
        each
        Distribution Date the Securities Administrator shall be deemed to have allocated
        distributions to the REMIC Regular Interests, each Regular Interest the
        ownership of which is represented by the Class A Certificates, the Class
        C
        Interest and the Class P Interest in accordance with Section 6.07
        hereof.

       

      Section
        6.04 Distributions. 

       

      (a) On
        each
        Distribution Date, an amount equal to the Interest Funds and Principal Funds
        for
        such Distribution Date shall be withdrawn by the Securities Administrator
        from
        the Distribution Account and distributed in the following order of
        priority:

       

      (1) Interest
        Funds shall be distributed in the following manner and order of
        priority:

       

      (A) to
        the
        Class A-1, Class A-2 and Class A-3 Certificates, the Current Interest and
        any
        Interest Carry Forward Amount for each such Class, pro rata in accordance
        with
        the amount of accrued interest due thereon; and

       

      (B) From
        remaining Interest Funds, sequentially, to the Class M-1, Class M-2, Class
        M-3,
        Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates, in
        that
        order, the Current Interest for each such Class.

       

      Any
        Excess Spread to the extent necessary to meet a level of overcollateralization
        equal to the Overcollateralization Target Amount will be the Extra Principal
        Distribution Amount and will be included as part of the Principal Distribution
        Amount. Any Remaining Excess Spread together with any Overcollateralization
        Release Amount will be applied as Excess Cashflow and distributed pursuant
        to
        clauses (3)(A) through (H) below.

       

      On
        any
        Distribution Date, any Relief Act Interest Shortfalls and any Prepayment
        Interest Shortfalls to the extent not covered by Compensating Interest will
        be
        allocated as set forth in the definition of “Current Interest”
herein.

       

      (2) On
        each
        Distribution Date, the Principal Distribution Amount shall be distributed
        in the
        following manner and order of priority:

       

      (A) For
        each
        Distribution Date (i) prior to the Stepdown Date or (ii) on which a Trigger
        Event is in effect:

       

      (i) To
        the
        Class A Certificates, on a pro rata basis, the Principal Distribution Amount
        for
        such Distribution Date, until the Certificate Principal Balances thereof
        are
        reduced to zero;

       

      (ii) To
        the
        Class M-1 Certificates, from any remaining Principal Funds for such Distribution
        Date, until the Certificate Principal Balance thereof is reduced to
        zero;

       

      (iii) To
        the
        Class M-2 Certificates, from any remaining Principal Funds for such Distribution
        Date, until the Certificate Principal Balance thereof is reduced to
        zero;

       

      (iv) To
        the
        Class M-3 Certificates, from any remaining Principal Funds for such Distribution
        Date, until the Certificate Principal Balance thereof is reduced to
        zero;

       

      (v) To
        the
        Class B-1 Certificates, from any remaining Principal Funds for such Distribution
        Date, until the Certificate Principal Balance thereof is reduced to
        zero;

       

      (vi) To
        the
        Class B-2 Certificates, from any remaining Principal Funds for such Distribution
        Date, until the Certificate Principal Balance thereof is reduced to
        zero;

       

      (vii) To
        the
        Class B-3 Certificates, from any remaining Principal Funds for such Distribution
        Date, until the Certificate Principal Balance thereof is reduced to zero;
        

       

      (viii) To
        the
        Class B-4 Certificates, from any remaining Principal Funds for such Distribution
        Date, until the Certificate Principal Balance thereof is reduced to zero;
        and

       

      (ix) To
        the
        Class B-5 Certificates, from any remaining Principal Funds for such Distribution
        Date, until the Certificate Principal Balance thereof is reduced to
        zero.

       

      (B) For
        each
        Distribution Date on or after the Stepdown Date, so long as a Trigger Event
        is
        not in effect:

       

      (i) To
        the
        Class A Certificates, on a pro rata basis, the Class A Principal Distribution
        Amount for such Distribution Date, until the Certificate Principal Balances
        thereof are reduced to zero;

       

      (ii) To
        the
        Class M-1 Certificates, from any remaining Principal Distribution Amount
        for
        such Distribution Date, the Class M-1 Principal Distribution Amount, until
        the
        Certificate Principal Balance thereof is reduced to zero;

       

      (iii) To
        the
        Class M-2 Certificates, from any remaining Principal Distribution Amount
        for
        such Distribution Date, the Class M-2 Principal Distribution Amount, until
        the
        Certificate Principal Balance thereof is reduced to zero;

       

      (iv) To
        the
        Class M-3 Certificates, from any remaining Principal Distribution Amount
        for
        such Distribution Date, the Class M-3 Principal Distribution Amount, until
        the
        Certificate Principal Balance thereof is reduced to zero;

       

      (v) To
        the
        Class B-1 Certificates, from any remaining Principal Distribution Amount
        for
        such Distribution Date, the Class B-1 Principal Distribution Amount, until
        the
        Certificate Principal Balance thereof is reduced to zero;

       

      (vi) To
        the
        Class B-2 Certificates, from any remaining Principal Distribution Amount
        for
        such Distribution Date, the Class B-2 Principal Distribution Amount, until
        the
        Certificate Principal Balance thereof is reduced to zero; 

       

      (vii) To
        the
        Class B-3 Certificates, from any remaining Principal Distribution Amount
        for
        such Distribution Date, the Class B-3 Principal Distribution Amount, until
        the
        Certificate Principal Balance thereof is reduced to zero;

       

      (viii) To
        the
        Class B-4 Certificates, from any remaining Principal Distribution Amount
        for
        such Distribution Date, the Class B-4 Principal Distribution Amount, until
        the
        Certificate Principal Balance thereof is reduced to zero; and

       

      (ix) To
        the
        Class B-5 Certificates, from any remaining Principal Distribution Amount
        for
        such Distribution Date, the Class B-5 Principal Distribution Amount, until
        the
        Certificate Principal Balance thereof is reduced to zero.

       

      (3) Any
        Excess Cashflow shall be distributed in the following manner and order of
        priority:

       

      (A) To
        the
        Class A Certificates, (a) first, any remaining Interest Carry Forward Amount
        for
        such Classes, pro rata, in accordance with the Interest Carry Forward Amount
        due
        with respect to each such Class, to the extent not fully paid pursuant to
        clause
        (1) (A) above and (b) second, any Unpaid Realized Loss Amount for the Class
        A
        Certificates, on a pro rata basis, for such Distribution Date, in accordance
        with the Applied Realized Loss Amount allocated to each such Class;

       

      (B) From
        any
        remaining Excess Cashflow, sequentially, to the Class M-1, Class M-2, Class
        M-3,
        Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates, in
        that
        order, an amount equal to the Interest Carry Forward Amount for each such
        Class;

       

      (C) From
        any
        remaining Excess Cashflow otherwise distributable to the Class C Interest
        and
        the Class C Certificates, to the Reserve Fund, (i) first, to pay to the Classes
        of Class A Certificates, any Basis Risk Shortfall Carry Forward Amount for
        such
        Classes for such Distribution Date, on a pro rata basis, based on the amount
        of
        the Basis Risk Shortfall Carry Forward Amount for each such Class, to the
        extent
        such amount exceeds the amounts then on deposit in the Reserve Fund, and
        (ii)
        second, to maintain a balance in the Reserve Fund equal to the Reserve Fund
        Deposit;

       

      (D) From
        any
        remaining Excess Cashflow otherwise distributable to the Class C Interest
        and
        the Class C Certificates, to the Reserve Fund, (i) first, to pay to the Class
        M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class B-4 and
        Class
        B-5 Certificates, sequentially in that order, any Basis Risk Shortfall Carry
        Forward Amount for each such Class, for such Distribution Date, if any, to
        the
        extent such amount exceeds the amounts then on deposit in the Reserve Fund,
        and
        (ii) second, to maintain a balance in the Reserve Fund equal to the Reserve
        Fund
        Deposit;

       

      (E) From
        any
        remaining Excess Cashflow, to the Class A Certificates, on a pro rata basis,
        based on the entitlement of each such Class, and then sequentially to the
        Class
        M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class B-4 and
        Class
        B-5 Certificates, in that order, the amount of Relief Act Shortfalls and
        any
        Prepayment Interest Shortfalls allocated to such Classes of Certificates,
        to the
        extent not previously reimbursed;

       

      (F) From
        any
        remaining Excess Cashflow, to the Class C Interest and Class C Certificates,
        an
        amount equal to the Class C Distribution Amount reduced by amounts distributed
        in clauses (C) and (D) above; and

       

      (G) From
        any
        remaining Excess Cashflow, to each of the Class R-1, Class R-2, Class R-3
        and
        Class RX Certificates, based on the related REMIC in which such amount
        remains.

       

      In
        addition, notwithstanding the foregoing, on any Distribution Date after the
        Distribution Date on which the Certificate Principal Balance of a Class of
        Class
        A, Class B or Class M Certificates has been reduced to zero, that Class of
        Certificates will be retired and will no longer be entitled to distributions,
        including distributions in respect of Prepayment Interest Shortfalls or Basis
        Risk Shortfall Carry Forward Amounts.

       

      (b) Subject
        to Section 11.02 hereof respecting the final distribution, on each Distribution
        Date the Securities Administrator 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 Securities Administrator 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.

       

      (c) Prior
        to
        each Distribution Date, or if the Master Servicer and the Securities
        Administrator are no longer affiliated, 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 Securities
        Administrator in writing to make the required distributions for the related
        Distribution Date (the “Remittance Report”). 

       

      Section
        6.05 Allocation
        of Realized Losses. 

       

      (a) All
        Realized Losses on the Mortgage Loans shall be allocated by the Securities
        Administrator on each Distribution Date as follows: first, to Excess Spread
        through an increased distribution of the Extra Principal Distribution Amount
        for
        such Distribution Date; second, to the Class C Interest and Class C
        Certificates, until the Certificate Principal Balance or Uncertificated
        Principal Balance thereof, as applicable, has been reduced to zero; third,
        to
        the Class B-5 Certificates, until the Certificate Principal Balance thereof
        has
        been reduced to zero; fourth, to the Class B-4 Certificates, until the
        Certificate Principal Balance thereof has been reduced to zero; fifth, to
        the
        Class B-3 Certificates, until the Certificate Principal Balance thereof has
        been
        reduced to zero; sixth, to the Class B-2 Certificates, until the Certificate
        Principal Balance thereof has been reduced to zero; seventh, to the Class
        B-1
        Certificates, until the Certificate Principal Balance thereof has been reduced
        to zero; eighth, to the Class M-3 Certificates, until the Certificate Principal
        Balance thereof has been reduced to zero; ninth, to the Class M-2 Certificates,
        until the Certificate Principal Balance thereof has been reduced to zero;
        tenth,
        to the Class M-1 Certificates, until the Certificate Principal Balance thereof
        has been reduced to zero and eleventh, to the Class A Certificates, on a
        pro
        rata basis, in reduction of the Certificate Principal Balances thereof, until
        reduced to zero; provided, however, any Realized Losses otherwise allocable
        to
        the Class A-1 Certificates will first be allocated to the Class A-3
        Certificates, until the Certificate Principal Balance of that class has been
        reduced to zero, and then to the Class A-1 Certificates. All Realized Losses
        to
        be allocated to the Certificate Principal Balances of all Classes on any
        Distribution Date shall be so allocated after the actual distributions to
        be
        made on such date as provided above. All references above to the Certificate
        Principal Balance of any Class of Certificates shall be to the Certificate
        Principal Balance of such Class immediately prior to the relevant Distribution
        Date, before reduction thereof by any Realized Losses, in each case to be
        allocated to such Class of Certificates, on such Distribution Date.

       

      (b) Any
        allocation of Realized Losses to a Class of Certificates or to the Class
        C
        Interest on any Distribution Date shall be made by reducing the Certificate
        Principal Balance or Uncertificated Principal Balance thereof by the amount
        so
        allocated; any allocation of Realized Losses to Excess Spread shall be made
        by
        reducing the amount otherwise payable in respect of the Class C Interest
        and the
        Class C Certificates pursuant to clause (F) of Section 6.04(a)(3). 

       

      Notwithstanding
        the foregoing, no such allocation of any Realized Loss shall be made on a
        Distribution Date to any Class of Certificates to the extent that such
        allocation would result in the reduction of the aggregate Certificate Principal
        Balance of all the Certificates as of such Distribution Date (other than
        the
        Class C Certificates and Class P Certificates) after giving effect to all
        distributions and prior allocations of Realized Losses on the Mortgage Loans
        on
        such date, to an amount less than the aggregate Stated Principal Balance
        of all
        of the Mortgage Loans as of the first day of the month of such Distribution
        Date
        (such limitation, the “Loss Allocation Limitation”). In addition in no event
        will the Certificate Principal Balance of any Certificate be reduced more
        than
        once in respect of any particular amount both (i) allocable to such Certificate
        in respect of Realized Losses and (ii) payable as principal to the Holder
        of
        such Certificate from Remaining Excess Spread.

       

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

       

      (i)All
        Realized Losses on the Mortgage Loans shall be allocated by the Securities
        Administrator on each Distribution Date to the following REMIC I Regular
        Interests in the specified percentages, as follows: first, to Uncertificated
        Accrued Interest payable to REMIC I Regular Interest AA and REMIC I Regular
        Interest ZZ up to an aggregate amount equal to the REMIC I Interest Loss
        Allocation Amount (without duplication of shortfalls allocated pursuant to
        Section 1.02), 98.00% and 2.00%, respectively; second, to the Uncertificated
        Principal Balances of REMIC I Regular Interest AA and REMIC I Regular Interest
        ZZ up to an aggregate amount equal to the REMIC I Principal Loss Allocation
        Amount, 98.00% and 2.00%, respectively; third, to the Uncertificated Principal
        Balances of REMIC I Regular Interest AA, REMIC I Regular Interest B-5 and
        REMIC
        I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the
        Uncertificated Principal Balance of REMIC I Regular Interest B-5 has been
        reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC
        I
        Regular Interest AA, REMIC I Regular Interest B-4 and REMIC I Regular Interest
        ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
        Balance of REMIC I Regular Interest B-4 has been reduced to zero; fifth,
        to the
        Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I
        Regular Interest B-3 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
        respectively, until the Uncertificated Principal Balance of REMIC I Regular
        Interest B-3 has been reduced to zero; sixth, to the Uncertificated Principal
        Balances of REMIC I Regular Interest AA, REMIC I Regular Interest B-2 and
        REMIC
        I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the
        Uncertificated Principal Balance of REMIC I Regular Interest B-2 has been
        reduced to zero; seventh, to the Uncertificated Principal Balances of REMIC
        I
        Regular Interest AA, REMIC I Regular Interest B-1 and REMIC I Regular Interest
        ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
        Balance of REMIC I Regular Interest B-1 has been reduced to zero; eighth,
        to the
        Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I
        Regular Interest M-3 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
        respectively, until the Uncertificated Principal Balance of REMIC I Regular
        Interest M-3 has been reduced to zero; ninth, to the Uncertificated Principal
        Balances of REMIC I Regular Interest AA, REMIC I Regular Interest M-2 and
        REMIC
        I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the
        Uncertificated Principal Balance of REMIC I Regular Interest M-2 has been
        reduced to zero; tenth, to the Uncertificated Principal Balances of REMIC
        I
        Regular Interest AA, REMIC I Regular Interest M-1 and REMIC I Regular Interest
        ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
        Balance of REMIC I Regular Interest M-1 has been reduced to zero; and eleventh,
        to the Uncertificated Principal Balance of REMIC I Regular Interest AA, 98.00%,
        to the Uncertificated Principal Balances of REMIC I Regular Interests A-1,
        A-2
        and A-3, 1.00% pro rata, and to the Uncertificated Principal Balance of REMIC
        I
        Regular Interest ZZ, 1.00%, until the Uncertificated Principal Balances of
        such
        REMIC I Regular Interests A-1, A-2 and A-3 have been reduced to zero, provided
        that any such Realized Losses otherwise allocable to REMIC I Regular Interest
        A-1 shall be first allocated to REMIC I Regular Interest A-3, until the
        Uncertificated Principal Balance thereof has been reduced to zero.

       

      (ii)
        All
        Realized Losses on the Mortgage Loans shall be allocated on each Distribution
        Date to the REMIC II Regular Interests in the same manner and priority as
        Realized Losses are allocated to the Corresponding Certificates and, in the
        case
        of REMIC II Regular Interest C, to the Class C Interest, pursuant to Section
        6.05(a); provided, however, that solely for purposes of allocating such Realized
        Losses to the REMIC II Regular Interests, any such losses allocable to the
        Class
        A-2 Certificates and Class A-3 Certificates shall be deemed to be allocated
        to
        the Class A-1 Certificates.

       

      Section
        6.06 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 accrual periods for calculating distributions and general
        distribution dates;

       

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

       

      (iii)
        the
        amount, if any, of fees or expenses accrued and paid, with an identification
        of
        the payee and the general purpose of such fees including the related amount
        of
        the Servicing Fees paid to or retained by the related Servicer or the Company
        for the related Due Period;

       

      (iv)
        the
        amount of the related distribution to Holders of the Class A, Class M and
        Class
        B Certificates (by 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 of Class A, Class M
        and
        Class B Certificates allocable to interest

       

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

       

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

       

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

       

      
        (ix)
          the
          number and Stated Principal Balance of all of the Mortgage Loans for the
          related
          Distribution Date, together with updated pool composition information including
          the following: weighted average mortgage rate and weighted average remaining
          term;

         

        (x)
          the
          Certificate Principal Balance or Certificate Notional Amount, as applicable,
          of
          each Class before and 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 aggregate Stated Principal Balance of the Mortgage Loans (A)
        Delinquent (exclusive of Mortgage Loans in foreclosure and bankruptcy and
        those
        Liquidated Mortgage Loans as of the end of a Prepayment Period) (1) 30 days
        Delinquent, (2) 60 days Delinquent and (3) 90 days or more Delinquent, (B) in
        foreclosure and delinquent (1) 30 days Delinquent, (2) 60 days Delinquent
        and
        (3) 90 days or more Delinquent and
        (C)
        in bankruptcy and delinquent (1) 30 days Delinquent, (2) 60 days Delinquent
        and
        (3) 90 days or more Delinquent, in each case as of the close of business
        on the
        last day of the calendar month preceding such Distribution Date;

       

      (xii)
        the
        amount of aggregate Advances included in the distribution on such Distribution
        Date (including the general purpose of such Advances), the aggregate amount
        of
        unreimbursed Advances as of the end of the Due Period, and the general source
        of
        funds for reimbursements;

       

      (xiii)
        the
        amount of, if any, of excess cashflow or excess spread and the application
        of
        such excess cashflow;

       

      (xiv)
        the
        cumulative amount of Applied Realized Loss Amounts through the end of the
        preceding month;

       

      (xv)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;

       

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

       

      (xvii)
        unless
        otherwise set forth in the Form 10-D relating to such distribution date,
        material breaches of pool asset representation or warranties or transaction
        covenants which have been reported to the securities administrator in accordance
        with this Agremeetn or the related Servicing Agreement;

       

      (xviii)
        the
        total
        number and principal balance of any real estate owned or REO Properties as
        of
        the end of the related Due Period;

       

      (xix)
        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 end of the Prepayment Period;

       

      (xx)
        the
        Realized Losses as of the close of business on the last day of the calendar
        month preceding such Distribution Date and the cumulative Realized Losses
        through the end of the preceding month;

       

      (xxi)
        whether
        a
        Trigger Event exists; 

       

      (xxii)
        information
        on loss and delinquency used for determining early amortization, liquidation,
        stepdowns or other performance triggers and whether the trigger was
        met;

       

      (xxiii)
        the
        amount of the Prepayment Charges remitted by the Servicers and the amount
        on
        deposit in the Reserve Fund; and

       

      (xxiv)
        updated
        pool composition data including the following: weighted average mortgage
        rate
        and weighted average remaining term.

       

      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.ctslink.com”. Assistance in using the
        website can be obtained by calling the Securities Administrator’s customer
        service desk at (301) 815-6600. Parties that are unable to use the above
        distribution options are entitled to have a paper copy mailed to them via
        first
        class mail by calling the 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.

       

      (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 6.06 to each Rating
        Agency.

       

      (c) Within
        a
        reasonable period of time after the end of each calendar year, the Securities
        Administrator shall furnish upon request to each Person who at any time during
        the calendar year was a Certificateholder, the information set forth in clauses
        (a)(iv) and (a)(v) of this Section 6.06 aggregated for such calendar year
        or
        applicable portion thereof during which such Person was a Certificateholder.
        Such obligation of the Securities Administrator 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 Interests 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 Interests 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 Interests 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 Realized Losses 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 related 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
        6.07 REMIC
        Designations and REMIC Distributions. 

       

      (a) The
        Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV and
        REMIC V 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 elections. The assets of REMIC I shall include the Mortgage Loans and
        all
        interest owing in respect of and principal due thereon, the Distribution
        Account, the Protected Accounts, any REO Property, any proceeds of the foregoing
        and any other assets subject to this Agreement (other than the Reserve Fund,
        the
        Class A-1/A-2/A-3 Net WAC Reserve Account, and any Prepayment Charge Waiver
        Amounts). The REMIC I Regular Interests shall constitute the assets of REMIC
        II.
        The REMIC II Regular Interests shall constitute the assets of REMIC III.
        The
        Class C Interest shall constitute assets of REMIC IV. The Class P Interest
        shall
        constitute assets of REMIC V.

       

      (b) On
        each
        Distribution Date, the Interest Funds and Principal Funds, in the following
        order of priority, shall be deemed distributed by REMIC I to REMIC II on
        account
        of the REMIC I Regular Interests (other than REMIC I Regular Interest P)
        or
        withdrawn from the Distribution Account and distributed to the Holders of
        the
        Class R-1 Certificates, as the case may be:

       

      (i) to
        the
        holders of the REMIC I Regular Interests (other than REMIC I Regular Interest
        P), pro rata, in an amount equal to (A) the Uncertificated Accrued Interest
        for
        each such REMIC I Regular Interest for such Distribution Date, plus (B) any
        amounts in respect thereof remaining unpaid from previous Distribution Dates.
        Amounts payable as Uncertificated Accrued Interest in respect of REMIC I
        Regular
        Interest ZZ shall be reduced and deferred when the REMIC I Overcollateralization
        Amount is less than the REMIC I Overcollateralization Target Amount, by the
        lesser of (x) the amount of such difference and (y) the REMIC I Regular Interest
        ZZ Maximum Interest Deferral Amount, and such amount will be payable to the
        holders of each REMIC I Regular Interest (other than REMIC I Regular Interest
        P)
        for which a REMIC II Regular Interest is the Corresponding Interest, allocated
         in the same proportion as the Extra Principal Distribution Amount is
        allocated to the Corresponding Certificates for such Corresponding Interests,
        provided, however, that solely for purposes of allocating such amount to
        such
        REMIC I Regular Interests, any Extra Principal Distribution Amounts allocable
        to
        the Class A-2 Certificates and Class A-3 Certificates shall be deemed to
        be
        allocated to the Class A-1 Certificates, and the Uncertificated Principal
        Balance of REMIC I Regular Interest ZZ shall be increased by such
        amount;

       

      (ii)from
        the
        remainder of the Interest Funds and Principal Funds for such Distribution
        Date
        after the distribution made pursuant to clause (i) above, allocated as
        follows:

       

      (A) 98.00%
        of
        such remainder to the holders of REMIC I Regular Interest AA, until the
        Uncertificated Principal Balance of such REMIC I Regular Interest is reduced
        to
        zero;

       

      (B) 2.00%
        of
        such remainder, first, to the holders of each REMIC I Regular Interest for
        which
        a REMIC II Regular Interest (other than REMIC I Regular Interest P) is the
        Corresponding Interest, in an aggregate amount equal to 1.00% of and in the
        same
        proportion as principal payments are allocated to the Corresponding Certificates
        for such Corresponding Interests, until the Uncertificated Principal Balances
        of
        such REMIC I Regular Interests are reduced to zero, provided, however, that
        solely for purposes of allocating such principal payments to such REMIC I
        Regular Interests, any principal payments allocable to the Class A-2
        Certificates and Class A-3 Certificates shall be deemed to be allocated to
        the
        Class A-1 Certificates, and second, to the holders of REMIC I Regular Interest
        ZZ, until the Uncertificated Principal Balance of such REMIC I Regular Interest
        is reduced to zero; and

       

      (C) any
        remaining amount to the Holders of the Class R-1 Certificates.

       

      (c) On
        each
        Distribution Date, all amounts representing Prepayment Charges shall be deemed
        distributed in respect of REMIC I Regular Interest P, provided that such
        amounts
        shall not reduce the Uncertificated Principal Balance of REMIC I Regular
        Interest P. On the Distribution Date immediately following the expiration
        of the
        latest Prepayment Charge term as identified on the Mortgage Loan Schedule,
        $100
        shall be deemed distributed in respect of REMIC I Regular Interest P in
        reduction of the Uncertificated Principal Balance thereof.

       

      (d) On
        each
        Distribution Date, the Interest Funds and Principal Funds, in the following
        order of priority, shall be deemed distributed by REMIC II to REMIC III on
        account of the REMIC II Regular Interests (other than REMIC II Regular Interest
        P) or withdrawn from the Distribution Account and distributed to the Holders
        of
        the Class R-2 Certificates, as the case may be:

       

      (i)to
        the
        holders of the REMIC II Regular Interests (other than REMIC II Regular Interest
        P), in the same manner and priority as paid to the Corresponding Certificates
        and, in the case of REMIC II Regular Interest C, as paid to the Class C
        Interest, the Uncertificated Accrued Interest (or, in the case of REMIC II
        Regular Interest C, the REMIC II Regular Interest C Distribution Amount)
        for
        such Distribution Date, plus any amounts in respect thereof remaining unpaid
        from previous Distribution Dates; and

       

      (ii)to
        the
        holders of the REMIC II Regular Interests (other than REMIC II Regular Interest
        P), in an amount equal to the remainder of the Interest Funds and Principal
        Funds for such Distribution Date after the distribution made pursuant to
        clause
        (i) above, allocated in the same manner and priority as paid to the
        Corresponding Certificates, until the Uncertificated Principal Balances thereof
        have been reduced to zero, provided, however, that solely for purposes of
        allocating such principal payments to such REMIC II Regular Interests, any
        principal payments allocable to the Class A-2 Certificates and Class A-3
        Certificates shall be deemed to be allocated to the Class A-1 Certificates,
        and
        any remaining amount to the Holders of the Class R-2 Certificates.

       

      (e) On
        each
        Distribution Date, all amounts representing Prepayment Charges distributed
        in
        respect of REMIC I Regular Interest P shall be deemed to be distributed in
        respect of REMIC II Regular Interest P, provided that such amounts shall
        not
        reduce the Uncertificated Principal Balance of REMIC II Regular Interest
        P. On
        the Distribution Date immediately following the expiration of the latest
        Prepayment Charge term as identified on the Mortgage Loan Schedule, $100
        shall
        be deemed distributed in respect of REMIC II Regular Interest P in reduction
        of
        the Uncertificated Principal Balance thereof.

      


      (f) On
        each
        Distribution Date, for federal income tax purposes, (1) (i) the Regular Interest
        the ownership of which is represented by the Class A-1 Certificates shall
        be
        deemed to receive (x) accrued interest at the related Uncertificated REMIC
        III
        Pass-Through Rate on an amount equal to the then current Certificate Principal
        Balance of the Class A-1 Certificates and (y) any amounts in respect thereof
        remaining unpaid from previous Distribution Dates for such Regular Interest,
        (ii) the Regular Interest the ownership of which is represented by the Class
        A-2
        Certificates shall be deemed to receive (x) accrued interest at the related
        Uncertificated REMIC III Pass-Through Rate on the Uncertificated Notional
        Amount
        for such Regular Interest for such Distribution Date, and (y) any amounts
        in
        respect thereof remaining unpaid from previous Distribution Dates for such
        Regular Interest, and (iii) the Regular Interest the ownership of which is
        represented by the Class A-3 Certificates shall be deemed to receive (x)
        accrued
        interest at the related Uncertificated REMIC III Pass-Through Rate on an
        amount
        equal to the then current Certificate Principal Balance of the Class A-3
        Certificates and (y) any amounts in respect thereof remaining unpaid from
        previous Distribution Dates for such Regular Interest, and (2) amounts
        distributable in reduction of the Certificate Principal Balances of the Class
        A-1, Class A-2 and Class A-3 Certificates shall be deemed distributed to
        the
        Regular Interest the ownership of which is represented by such Certificates
        in
        reduction of the related principal balance thereof. Any amounts received
        on each
        Distribution Date by Holders of the Class A Certificates at a rate equal
        to the
        related Pass-Through Rate which is in excess of, or less than, the amounts
        specified above in the related clause (x) for the Regular
        Interests the ownership of which is represented by such Certificates shall
        be
        treated in accordance with the provisions relating to Class A-1/A-2 Net WAC
        Pass-Through Amounts and/or Class A-3/A-2 Net WAC Pass-Through Amounts, as
        applicable, in Section 6.10.

       

      (g) On
        each
        Distribution Date, an amount equal to the amounts distributed pursuant to
        Sections 6.04(a)(3)(C), (D) and (F) on such date shall be deemed distributed
        from REMIC III to REMIC IV in respect of the Class C Distribution Amount
        distributable to the Class C Interest.

       

      (h) On
        each
        Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular
        Interest P shall be deemed distributed by REMIC III to REMIC V in respect
        of the
        Class P Interest.

       

      Section
        6.08 Reserve
        Fund. 

       

      (a) The
        Securities Administrator shall establish a Reserve Fund on behalf of the
        Holders
        of the Class
        A,
        Class
        B and Class M Certificates. The Reserve Fund shall be an Eligible Account.
        The
        Reserve Fund shall be entitled “Reserve Fund, Wells Fargo Bank, N.A. as
        Securities Administrator for the benefit of Holders of Bear Stearns Asset
        Backed
        Securities I LLC, Asset-Backed Certificates, Series 2006-AC4, Class A-1,
        Class
        A-2, Class A-3, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class
        B-3, Class B-4, Class B-5 and Class C”. On the Closing Date, the Depositor will
        deposit, or cause to be deposited, into the Reserve Fund an amount equal
        to the
        Reserve Fund Deposit. On each Distribution Date as to which there is a Basis
        Risk Shortfall Carry Forward Amount payable to any Class of Certificates,
        the
        Securities Administrator shall deposit the amounts pursuant to clauses (C)
        and
        (D) of Section 6.04(a)(3) into the Reserve Fund, and the Securities
        Administrator has been directed by the Class C Certificateholder to distribute
        any amounts then on deposit in the Reserve Fund to the Holders of the Class
        A,
        Class M and Class B Certificates in respect of the Basis Risk Shortfall Carry
        Forward Amount for each such Class in the priorities set forth in clauses
        (C)
        and (D) of Section 6.04(a)(3). Any amount paid to the Holders of Class A,
        Class
        M or Class B Certificates from amounts distributable pursuant to clauses
        (C) and
        (D) of Section 6.04(a)(3) pursuant to the preceding sentence in respect of
        Basis
        Risk Shortfall Carry Forward Amounts shall be treated as distributed to the
        Class C Certificateholder in respect of the Class C Certificates and paid
        by the
        Class C Certificateholder to the Holders of the Class A, Class M or Class
        B
        Certificates. Any payments to the Holders of the Class A, Class M or Class
        B in
        respect of Basis Risk Shortfall Carry Forwards Amounts pursuant to the second
        preceding sentence shall not be payments with respect to a Regular Interest
        in a
        REMIC within the meaning of Section 860G(a)(1) of the Code.

       

      (b) The
        Reserve Fund is an “outside reserve fund” within the meaning of Treasury
        Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but
        not
        an asset of any REMIC. The Securities Administrator on behalf of the Trust
        shall
        be the nominal owner of the Reserve Fund. The Class C Certificateholders
        shall
        be the beneficial owners of the Reserve Fund, subject to the power of the
        Securities Administrator to transfer amounts under Section 6.04(a)(3). Amounts
        in the Reserve Fund shall be held either uninvested in a trust or deposit
        account of the Securities Administrator with no liability for interest or
        other
        compensation thereof or, at the direction of the Class C Certificateholder,
        be
        invested in Permitted Investments that mature no later than the Business
        Day
        prior to the next succeeding Distribution Date. All net income and gain from
        such investments shall be distributed to the Class C Certificateholder, not
        as a
        distribution in respect of any interest in any REMIC, on such Distribution
        Date.
        All amounts earned on amounts on deposit in the Reserve Fund shall be taxable
        to
        the Class C Certificateholder. Any losses on such investments shall be deposited
        in the Reserve Fund by the Class C Certificateholder out of its own funds
        immediately as realized. In the event that the Class C Certificateholder
        shall
        fail to provide investment instructions to the Securities Administrator,
        the
        amounts on deposit in the Reserve Fund shall be held uninvested.

       

      (c) For
        federal tax return and information reporting, the right of the Holders of
        the
        Class A, Class M and Class B Certificates to receive payments from the Reserve
        Fund in respect of any Basis Risk Shortfall Carry Forward Amounts shall be
        assigned a value of zero.

       

      Section
        6.09 Class
        P
        Certificate Account. 

       

      The
        Securities Administrator shall establish and maintain with itself a separate,
        segregated trust account for each of the Class P Certificates, titled “Bear
        Stearns Asset-Backed Securities I Trust 2006-AC4 Class P Certificate Account”
(the “Class P Certificate Account”). On the Closing Date, the Depositor will
        deposit, or cause to be deposited in the Class P Certificate Account $100.00.
        Prepayment charges shall be allocated to the Class P Certificate. The
        amount on deposit in the Class P Certificate Account shall be held uninvested.
        On the Distribution Date immediately following the expiration of the latest
        Prepayment Charge term as identified on the Mortgage Loan Schedule, the
        Securities Administrator shall withdraw the amount on deposit in the Class
        P
        Certificate Account and remit such amount to the Holders of the Class P
        Certificates in reduction of the Certificate Principal Balance
        thereof.

       

      Section
        6.10 Class
        A-1/A-2 Net WAC Pass-Through Amount; Class A-3/A-2 Net WAC Pass-Through Amount;
        Class A-1/A-2/A-3 Net WAC Reserve Account.

       

      (a) The
        Securities Administrator shall establish a Class A-1/A-2/A-3 Net WAC Reserve
        Account on behalf of the Holders of the Class A-1, Class A-2 and Class A-3
        Certificates. The Class A-1/A-2/A-3 Net WAC Reserve Account shall be an Eligible
        Account. The Class A-1/A-2/A-3 Net WAC Reserve Account shall be entitled
“Class
        A-1/A-2/A-3 Net WAC Reserve Account, Wells Fargo Bank, N.A., as Securities
        Administrator on behalf of U.S. Bank National Association, as Trustee for
        the
        benefit of Holders of Bear Stearns Asset Backed Securities I LLC, Asset-Backed
        Certificates, Series 2006-AC4, Class A-1, Class A-2 and Class A-3 Certificates”.
        On the Closing Date, the Depositor will deposit, or cause to be deposited,
        into
        the Class A-1/A-2/A-3 Net WAC Reserve Account an amount equal to the Class
        A-1/A-2/A-3 Net WAC Reserve Account Deposit.

       

      (b) On
        each
        Distribution Date on which the weighted average of the Net Mortgage Rates
        on the
        Mortgage Loans is less than the Class A-1/A-2/A-3 Target Rate, the accrued
        interest in respect of the Regular Interest the ownership of which is
        represented by the Class A-1 Certificates will include the Class A-1/A-2
        Net WAC
        Pass-Through Amount for such Distribution Date, and the accrued interest
        in
        respect of the Regular Interest the ownership of which is represented by
        the
        Class A-3 Certificates will include the Class A-3/A-2 Net WAC Pass-Through
        Amount for such Distribution Date. On each such Distribution Date, the
        Securities Administrator shall deposit into the Class A-1/A-2/A-3 Net WAC
        Reserve Account the Class A-1/A-2 Net WAC Pass-Through Amount and the Class
        A-3/A-2 Net WAC Pass-Through Amount, in each case for such Distribution Date,
        rather than distributing such amounts to the Class A-1 Certificateholders
        and
        Class A-3 Certificateholders, respectively. Notwithstanding the foregoing,
        for
        federal, state and local tax purposes, such Class A-1/A-2 Net WAC Pass-Through
        Amount shall be deemed distributed to the Class A-1 Certificateholders in
        respect of the Regular Interest the ownership of which is represented by
        the
        Class A-1 Certificates, and such Class A-3/A-2 Net WAC Pass-Through Amount
        shall
        be deemed distributed to the Class A-3 Certificateholders in respect of the
        Regular Interest the ownership of which is represented by the Class A-3
        Certificates. On each such Distribution Date, the Securities Administrator
        shall
        hold the Class A-1/A-2 Net WAC Pass-Through Amount and the Class A-3/A-2
        Net WAC
        Pass-Through Amount for the benefit of the Holders of the Class A-2
        Certificates, and shall distribute such amount to the Holders of the Class
        A-2
        Certificates. Payments to the Holders of the Class A-2 Certificates of any
        Class
        A-1/A-2 Net WAC Pass-Through Amount or Class A-3/A-2 Net WAC Pass-Through
        Amount
        will not be payments with respect to a Regular Interest in a REMIC within
        the
        meaning of Code Section 860G(a)(1).

       

      (c) By
        accepting a Class A-1 Certificate or Class A-3 Certificate, each Class A-1
        Certificateholder or Class A-3 Certificateholder thereby agrees to direct
        the
        Securities Administrator, and the Securities Administrator is hereby directed,
        to deposit into the Class A-1/A-2/A-3 Net WAC Reserve Account any Class A-1/A-2
        Net WAC Pass-Through Amount or Class A-3/A-2 Net WAC Pass-Through Amount,
        as
        applicable, rather than distributing such amount to the Class A-1
        Certificateholders or Class A-3 Certificateholders and further agrees that
        such
        direction is given for good and valuable consideration, the receipt and
        sufficiency of which is acknowledged by such acceptance. By accepting a Class
        A-1 Certificate or Class A-3 Certificate, each Class A-1 Certificateholder
        or
        Class A-3 Certificateholder acknowledges that any such Class A-1/A-2 Net
        WAC
        Pass-Through Amount or Class A-3/A-2 Net WAC Pass-Through Amount, as applicable,
        shall for federal, state and local tax purposes be deemed distributed in
        respect
        of the Regular Interest the ownership of which is represented by the Class
        A-1
        Certificates or Class A-3 Certificates, respectively. By accepting a Class
        A-2
        Certificate, each Class A-2 Certificateholder acknowledges that for federal,
        state and local tax purposes any payments of such Class A-1/A-2 Net WAC
        Pass-Through Amount or Class A-3/A-2 Net WAC Pass-Through Amount, as applicable,
        shall not be payments with respect to a Regular Interest in a REMIC within
        the
        meaning of Code Section 860G(a)(1).

       

      (d) The
        Class
        A-1/A-2/A-3 Net WAC Reserve Account is an “outside reserve fund” within the
        meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset
        of the
        Trust Fund but not an asset of any REMIC. The Securities Administrator on
        behalf
        of the Trust shall be the nominal owner of the Class A-1/A-2/A-3 Net WAC
        Reserve
        Account. The Class A-1 Certificateholders and Class A-3 Certificateholders
        shall
        be the beneficial owner of the Class A-1/A-2/A-3 Net WAC Reserve Account,
        ratably in proportion to any Class A-1/A-2 Net WAC Pass-Through Amounts and
        Class A-3/A-2 Net WAC Pass-Through Amounts, respectively, that are deposited
        into such account, in each case subject to the power of the Securities
        Administrator to transfer amounts under clause (b) above. Amounts in the
        Class
        A-1/A-2/A-3 Net WAC Reserve Account shall be held uninvested.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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:

       

      


      
        	
                Class

              	 	
                Minimum
                  Denomination

              	 	
                Integral
                  Multiple in Excess of Minimum

              	 	
                Initial
                  Certificate Principal Balance

              	 	
                Pass-Through
                  Rate

              	 
	
                A-1

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                270,173,000.00

              	 	
                Class
                  A-1 Pass-Through Rate

              	 
	
                A-2

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                63,086,000.00

              	 	
                Class
                  A-2 Pass-Through Rate

              	 
	
                A-3

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                3,200,000.00

              	 	
                Class
                  A-3 Pass-Through Rate

              	 
	
                M-1

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                8,171,000.00

              	 	
                Class
                  M-1 Pass-Through Rate

              	 
	
                M-2

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                4,358,000.00

              	 	
                Class
                  M-2 Pass-Through Rate

              	 
	
                M-3

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                2,360,000.00

              	 	
                Class
                  M-3 Pass-Through Rate

              	 
	
                B-1

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                1,816,000.00

              	 	
                Class
                  B-1 Pass-Through Rate

              	 
	
                B-2

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                1,271,000.00

              	 	
                Class
                  B-2 Pass-Through Rate

              	 
	
                B-3

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                1,271,000.00

              	 	
                Class
                  B-3 Pass-Through Rate

              	 
	
                B-4

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                1,816,000.00

              	 	
                Class
                  B-4 Pass-Through Rate

              	 
	
                B-5

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                1,816,000.00

              	 	
                Class
                  B-5 Pass-Through Rate

              	 
	
                C

              	 	
                $

              	
                100,000

              	 	
                $

              	
                1,000

              	 	
                $

              	
                363,151,281.98

              	
                (1)

              	
                (3)

              	 
	
                P

              	 	
                $

              	
                100

              	 	 	
                N/A

              	 	
                $

              	
                100.00

              	
                (2)

              	
                N/A

              	 
	
                R-1

              	 	 	
                100

              	
                %

              	 	
                N/A

              	 	 	
                N/A

              	
                (2)

              	
                N/A

              	 
	
                R-2

              	 	 	
                100

              	
                %

              	 	
                N/A

              	 	 	
                N/A

              	
                (2)

              	
                N/A

              	 
	
                R-3

              	 	 	
                100

              	
                %

              	 	
                N/A

              	 	 	
                N/A

              	
                (2)

              	
                N/A

              	 
	
                RX

              	 	 	
                100

              	
                %

              	 	
                N/A

              	 	 	
                N/A

              	
                (2)

              	
                N/A

              	 


      

      


      
        	
                (1)

              	
                This
                  is a notional amount. 

              


      

      
        	
                (2)

              	
                The
                  Class P, Class R-1, Class R-2, Class R-3 and Class RX Certificates
                  are not
                  entitled to distributions in respect of
                  interest.

              


      

      
        	
                (3)

              	
                As
                  defined in “Pass-Through Rate”
definition.

              


      

      


      The
        Certificates shall be executed by manual or facsimile signature on behalf
        of the
        Securities Administrator 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 Securities
        Administrator shall bind the Securities Administrator, 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 Securities Administrator
        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 Securities Administrator
        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 Securities
        Administrator 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
        Securities
        Administrator
        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 Securities
        Administrator
        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 Securities
        Administrator 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 Securities Administrator. Whenever
        any
        Certificates are so surrendered for exchange, the Securities Administrator
        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 Securities
        Administrator 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 Securities Administrator in
        accordance with the Securities Administrator’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 Securities
        Administrator in writing the facts surrounding the Transfer in substantially
        the
        forms set forth in Exhibit D (the “Transferor Certificate”) and (x) deliver a
        letter in substantially the form of either Exhibit E (the “Investment Letter”)
        or Exhibit F (the “Rule 144A Letter”) or (y) there shall be delivered to the
        Securities Administrator an Opinion of Counsel addressed to 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 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. Notwithstanding the provisions of the immediately preceding
        sentence, no restrictions shall apply with respect to the transfer or
        registration of transfer of a beneficial interest in any Certificate that
        is a
        Global Certificate of a Class to a transferee that takes delivery in the
        form of
        a beneficial interest in the Global Certificate of such Class provided that
        each
        such transferee shall be deemed to have made such representations and warranties
        contained in the Rule 144A and Related Matters Certificate as are sufficient
        to
        establish that it is a QIB. 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
        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 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 Securities Administrator 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 Securities Administrator, to the effect that the purchase
        and holding of such ERISA Restricted Certificate is permissible under applicable
        law, will not constitute or result in the assets of the Trust being deemed
        to be
“plan assets” under ERISA or the Code, 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, or, in the case
        of a
        Class B-5 Certificate, the transferee provides a representation, or deemed
        representation in the case of the Global Certificate or an opinion of counsel
        to
        the effect that the proposed transfer and holding of such Certificate and
        the
        servicing, management and operation of the Trustee and its assets: (I) will
        not
        result in any prohibited transaction which is not covered under an individual
        or
        class prohibited transaction exemption, including, but not limited to,
        Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 91-38, PTCE 90-1,
        PTCE 95-60 or PTCE 96-23 and (II) will not give rise to any additional
        obligations on the part of the Depositor, the Securities Administrator, the
        Master Servicer or the Trustee. 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 Securities Administrator 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 required
        to monitor, determine or inquire as to compliance with the transfer restrictions
        with respect to any ERISA Restricted Certificate that is a Book-Entry
        Certificate, and none of the Trustee, the Securities Administrator or the
        Master
        Servicer shall have any liability for transfers of any such Book-Entry
        Certificates made through the book-entry facilities of any Depository or
        between
        or among participants of the Depository or Certificate Owners made in violation
        of the transfer restrictions set forth herein. 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 Certificate and Class B Certificate, except
        for a
        Class B-5 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
        Ratings or Moody’s, 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 a Residual Certificate
        shall be deemed by the acceptance or acquisition of such Ownership Interest
        to
        have agreed to be bound by the following provisions, and the rights of each
        Person acquiring any Ownership Interest in a Residual Certificate are expressly
        subject to the following provisions:

       

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

       

      (ii) No
        Ownership Interest in a Residual Certificate may be registered on the Closing
        Date or thereafter transferred, and the Securities
        Administrator
        shall
        not register the Transfer of any Residual Certificate unless, in addition
        to the
        certificates required to be delivered to the Securities
        Administrator
        under
        subparagraph (b) above, the Securities
        Administrator
        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
        C.

       

      (iii) Each
        Person holding or acquiring any Ownership Interest in a Residual Certificate
        shall agree (A) to obtain a Transfer Affidavit from any other Person to whom
        such Person attempts to Transfer its Ownership Interest in a Residual
        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
        a Residual Certificate and (C) not to Transfer its Ownership Interest in
        a
        Residual Certificate or to cause the Transfer of an Ownership Interest in
        a
        Residual 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 a Residual
        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 a Residual Certificate
        in
        violation of the provisions of this Section 7.02(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 such Residual
        Certificate. Neither the Trustee nor the Securities Administrator shall be
        under
        any liability to any Person for any registration of Transfer of a Residual
        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 Securities
        Administrator
        shall be
        entitled but not obligated to recover from any Holder of a Residual 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 such Residual Certificate at and after either such time.
        Any
        such payments so recovered by the Securities Administrator shall be paid
        and
        delivered by the Securities Administrator to the last preceding Permitted
        Transferee of such Certificate.

       

      (v) The
        Master Servicer shall make available within 60 days of written request from
        the
Securities
        Administrator,
        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 a Residual
        Certificate to any Holder who is not a Permitted Transferee.

       

      The
        restrictions on Transfers of a Residual Certificate set forth in this Section
        7.02(c) shall cease to apply (and the applicable portions of the legend on
        a
        Residual Certificate may be deleted) with respect to Transfers occurring
        after
        delivery to the Securities Administrator of an Opinion of Counsel addressed
        to
        the Securities Administrator, 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 REMIC
        I,
        REMIC II, REMIC III, REMIC IV or REMIC V, as applicable, 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 a Residual
        Certificate hereby consents to any amendment of this Agreement that, based
        on an
        Opinion of Counsel addressed to the Securities Administrator and furnished
        to
        the Securities Administrator, is reasonably necessary (a) to ensure that
        the
        record ownership of, or any beneficial interest in, a Residual 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 a Residual
        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.

       

      (e) Subject
        to Subsection 7.02(i), so long as a Global Certificate of such Class is
        outstanding and is held by or on behalf of the Depository, transfers of
        beneficial interests in such Global Certificate, or transfers by holders
        of
        Individual Certificates of such Class to transferees that take delivery in
        the
        form of beneficial interests in the Global Certificate, may be made only
        in
        accordance with Subsection 7.02(b) and in accordance with the rules of the
        Depository:

       

      (i) In
        the
        case of a beneficial interest in the Global Certificate being transferred
        to an
        Institutional Accredited Investor, such transferee shall be required to take
        delivery in the form of an Individual Certificate or Certificates and the
        Securities Administrator shall register such transfer only upon compliance
        with
        the provisions of Subsection 7.02(b).

       

      (ii) In
        the
        case of a beneficial interest in a Class of Global Certificates being
        transferred to a transferee that takes delivery in the form of an Individual
        Certificate or Certificates of such Class, except as set forth in clause
        (i)
        above, the Securities Administrator shall register such transfer only upon
        compliance with the provisions of Subsection 7.02(b).

       

      (iii) In
        the
        case of an Individual Certificate of a Class being transferred to a transferee
        that takes delivery in the form of a beneficial interest in a Global Certificate
        of such Class, the Securities Administrator shall register such transfer
        if the
        transferee has provided the Securities Administrator with a Rule 144A and
        Related Matters Certificate or comparable evidence as to its QIB
        status.

       

      (iv) No
        restrictions shall apply with respect to the transfer or registration of
        transfer of a beneficial interest in the Global Certificate of a Class to
        a
        transferee that takes delivery in the form of a beneficial interest in the
        Global Certificate of such Class; provided that each such transferee shall
        be
        deemed to have made such representations and warranties contained in the
        Rule
        144A and Related Matters Certificate as are sufficient to establish that
        it is a
        QIB.

       

      (f) Subject
        to Subsection 7.02(h), an exchange of a beneficial interest in a Global
        Certificate of a Class for an Individual Certificate or Certificates of such
        Class, an exchange of an Individual Certificate or Certificates of a Class
        for a
        beneficial interest in the Global Certificate of such Class and an exchange
        of
        an Individual Certificate or Certificates of a Class for another Individual
        Certificate or Certificates of such Class (in each case, whether or not such
        exchange is made in anticipation of subsequent transfer, and, in the case
        of the
        Global Certificate of such Class, so long as such Certificate is outstanding
        and
        is held by or on behalf of the Depository) may be made only in accordance
        with
        this Subsection 7.02(e) and in accordance with the rules of the
        Depository:

       

      (i) A
        holder
        of a beneficial interest in a Global Certificate of a Class may at any time
        exchange such beneficial interest for an Individual Certificate or Certificates
        of such Class.

       

      (ii) A
        holder
        of an Individual Certificate or Certificates of a Class may exchange such
        Certificate or Certificates for a beneficial interest in the Global Certificate
        of such Class if such holder furnishes to the Securities Administrator a
        Rule
        144A and Related Matters Certificate or comparable evidence as to its QIB
        status.

       

      (iii) A
        holder
        of an Individual Certificate of a Class may exchange such Certificate for
        an
        equal aggregate principal amount of Individual Certificates of such Class
        in
        different authorized denominations without any certification.

       

      (g) (i) Upon
        acceptance for exchange or transfer of an Individual Certificate of a Class
        for
        a beneficial interest in a Global Certificate of such Class as provided herein,
        the Securities Administrator shall cancel such Individual Certificate and
        shall
        (or shall request the Depository to) endorse on the schedule affixed to the
        applicable Global Certificate (or on a continuation of such schedule affixed
        to
        the Global Certificate and made a part thereof) or otherwise make in its
        books
        and records an appropriate notation evidencing the date of such exchange
        or
        transfer and an increase in the certificate balance of the Global Certificate
        equal to the certificate balance of such Individual Certificate exchanged
        or
        transferred therefor.

       

      (ii) Upon
        acceptance for exchange or transfer of a beneficial interest in a Global
        Certificate of a Class for an Individual Certificate of such Class as provided
        herein, the Securities
        Administrator shall
        (or
        shall request the Depository to) endorse on the schedule affixed to such
        Global
        Certificate (or on a continuation of such schedule affixed to such Global
        Certificate and made a part thereof) or otherwise make in its books and records
        an appropriate notation evidencing the date of such exchange or transfer
        and a
        decrease in the certificate balance of such Global Certificate equal to the
        certificate balance of such Individual Certificate issued in exchange therefor
        or upon transfer thereof.

       

      (h) Any
        Individual Certificate issued in exchange for or upon transfer of another
        Individual Certificate or of a beneficial interest in a Global Certificate
        shall
        bear the applicable legends set forth in Exhibit A-2.

       

      (i) Subject
        to the restrictions on transfer and exchange set forth in this Section 7.02,
        the
        holder of any Individual Certificate may transfer or exchange the same in
        whole
        or in part (in an initial certificate balance equal to the minimum authorized
        denomination set forth in Section 7.01 above or any integral multiple of
        $1.00
        in excess thereof) by surrendering such Certificate at the Corporate Trust
        Office, or at the office of any transfer agent, together with an executed
        instrument of assignment and transfer satisfactory in form and substance
        to the
        Securities Administrator and the Securities Administrator in the case of
        transfer and a written request for exchange in the case of exchange. The
        holder
        of a beneficial interest in a Global Certificate may, subject to the rules
        and
        procedures of the Depository, cause the Depository (or its nominee) to notify
        the Securities Administrator and the Securities Administrator in writing
        of a
        request for transfer or exchange of such beneficial interest for an Individual
        Certificate or Certificates. Following a proper request for transfer or
        exchange, the Securities Administrator shall, within five Business Days of
        such
        request made at the Corporate Trust Office, sign, countersign and deliver
        at the
        Corporate Trust Office, to the transferee (in the case of transfer) or holder
        (in the case of exchange) or send by first class mail at the risk of the
        transferee (in the case of transfer) or holder (in the case of exchange)
        to such
        address as the transferee or holder, as applicable, may request, an Individual
        Certificate or Certificates, as the case may require, for a like aggregate
        Percentage Interest and in such authorized denomination or denominations
        as may
        be requested. The presentation for transfer or exchange of any Individual
        Certificate shall not be valid unless made at the Corporate Trust Office
        by the
        registered holder in person, or by a duly authorized
        attorney-in-fact.

       

      Neither
        the Trustee nor the Securities Administrator nor the Master Servicer shall
        be
        required to monitor, determine or inquire as to compliance with the transfer
        restrictions with respect to the Global Certificates. Any attempted or purported
        transfer of any Certificate in violation of the provisions of Subsections
        (a) or
        (b) above shall be void ab initio and such Certificate shall be considered
        to
        have been held continuously by the prior permitted Certificateholder. Any
        transferor of any Certificate in violation of such provisions, shall indemnify
        and hold harmless the Trustee, the Securities Administrator and the Master
        Servicer from and against any and all liabilities, claims, costs or expenses
        incurred by the Securities Administrator, the Trustee or the Master Servicer
        as
        a result of such attempted or purported transfer. Neither the Trustee nor
        the
        Securities Administrator shall have any liability for transfer of any such
        Global Certificates in or through book-entry facilities of any Depository
        or
        between or among Depository Participants or Certificate Owners made in violation
        of the transfer restrictions set forth herein.

       

      Section
        7.03 Mutilated,
        Destroyed, Lost or Stolen Certificates. 

       

      If
        any
        mutilated Certificate is surrendered to the Securities Administrator, or
        the
        Securities Administrator receives evidence to its satisfaction of the
        destruction, loss or theft of any Certificate and of the ownership
        thereof.

       

      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
        Securities Administrator, (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 Securities Administrator, then the Securities Administrator 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 Securities
        Administrator, if any. The Depositor and every Certificateholder, by receiving
        and holding a Certificate, agree that the Securities Administrator 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
        Offered 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 Securities
        Administrator 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
        Securities
        Administrator
        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.

       

      The
        Private Certificates shall initially be held in fully registered certificated
        form. If at any time the Holders of all of the Certificates of one or more
        such
        Classes request that the Securities Administrator cause such Class to become
        Global Certificates, the Depositor (with the assistance of the Securities
        Administrator) will take such action as may be reasonably required to cause
        the
        Depository to accept such Class or Classes for trading if it may legally
        be so
        traded. If at anytime there are to be Global Certificates, the Global
        Certificates shall be delivered to the Depository by the Depositor or deposited
        with the Securities Administrator as custodian for the Depository.

       

      All
        transfers by Certificate Owners of such respective Classes of Book-Entry
        Certificates and any Global Certificates shall be made in accordance with
        the
        procedures established by the Depository Participant or brokerage firm
        representing such Certificate Owners. Each Depository Participant shall only
        transfer Book-Entry Certificates of Certificate Owners it represents or of
        brokerage firms for which it acts as agent in accordance with the Depository’s
        normal procedures.

       

      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 Securities Administrator 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 Securities Administrator 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 Securities Administrator 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 Securities Administrator 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 Securities Administrator 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 Securities Administrator
        with an adequate inventory of certificates to facilitate the issuance and
        transfer of Definitive Certificates. Upon surrender to the Securities
        Administrator of any such Certificates by the Depository, accompanied by
        registration instructions from the Depository for registration, the Securities
        Administrator shall countersign and deliver such Definitive Certificates.
        Neither the Depositor nor the Securities Administrator 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 Securities Administrator, to the extent applicable with respect to
        such
        Definitive Certificates and the Trustee and the Securities Administrator
        shall
        recognize the Holders of such Definitive Certificates as Certificateholders
        hereunder.

       

      Section
        7.09 Maintenance
        of Office or Agency. 

       

      The
        Securities Administrator will maintain or cause to be maintained at its expense
        an office or offices or agency or agencies at Wells Fargo Bank, National
        Association, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479
        where Certificates may be surrendered for registration of transfer or exchange.
        The Securities Administrator will give prompt written notice to the
        Certificateholders of any change in such location of any such office or
        agency.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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 4.06 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 a responsible officer of the Trustee
        shall
        have with respect to such claim or legal action actual knowledge thereof;
        provided, however, 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 EMC
        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 EMC 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 Seller, 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 Securities Administrator,
        the
        Trustee, the Custodian and any director, officer, employee or agent of the
        Depositor, the Company, the Master Servicer, the Securities Administrator,
        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
        Distribution Account as provided by Section 5.08. 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 EMC 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 EMC 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
        EMC 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, EMC or the Trustee may make
        such arrangements for the compensation of such successor master servicer
        out of
        payments on the Mortgage Loans as EMC 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 EMC
        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 (or an Affiliate thereof
        the primary business of which is the servicing of conventional residential
        mortgage loans) 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 EMC, EMC shall pay, from its own funds and without
        any right of reimbursement, the terminated Master Servicer a termination
        fee
        equal to 0.25% 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.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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 Securities Administrator any
        amounts received or collected by the Master Servicer in respect of the Mortgage
        Loans and required to be remitted by it (other than any Advance) 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;

       

      (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; or

       

      (vii) The
        Master Servicer fails to deposit, or cause to be deposited, in the Distribution
        Account any Advance required to be made by the Master Servicer (other than
        a
        Nonrecoverable Advance) by 5:00 p.m. New York City time on the Business Day
        prior to the related Distribution Date.

       

      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 the Rating Agencies, and with the consent of the Company, may terminate
        all of the rights and obligations (but not the liabilities)
        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 Distribution Account maintained pursuant
        to
        Section 5.08, 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. The Securities Administrator
        shall
        promptly notify the Trustee in writing of the occurrence of an Event of Default
        under clauses (i) or (vii) above.

       

      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.

       

      Notwithstanding
        the foregoing, if an Event of Default described in clause (vii) of this Section
        9.01 shall occur and the Securities Administrator fails to make such Advance
        described in clause (vii), the Trustee shall, by notice in writing to the
        Master
        Servicer, which may be delivered by telecopy, immediately terminate all of
        the
        rights and obligations of the Master Servicer thereafter arising under this
        Agreement, but without prejudice to any rights it may have as a
        Certificateholder or to reimbursement of Advances and other advances of its
        own
        funds, and the Trustee shall act as provided in Section 8.02 to carry out
        the
        duties of the Master Servicer, including the obligation to make any Advance
        the
        nonpayment of which was an Event of Default described in clause (vii) of
        this
        Section 9.01. Any such action taken by the Trustee must be prior to the
        distribution on the relevant Distribution Date.

       

      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 have
        all the
        rights and powers of, and 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 the Company shall have the right
        to
        either (a) immediately assume the duties of the Master Servicer or (b) select
        a
        successor Master Servicer; provided, further, 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, 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 and Rating Agencies. 

       

      (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. 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 Securities Administrator any payment
        including any Advance 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 (other than Sections 3.13 or 3.14)
        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; 

       

      (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; or

       

      (viii) failure
        by the Company to duly perform, within the required time period, its obligations
        under Sections 4.16, 4.17 or Section 4.18;

       

      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 EMC
        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
        EMC 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 EMC
        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 EMC Mortgage Loans
        and related documents, or otherwise, at the Company’s sole expense. The Company
        agrees to pay any costs and expenses incurred by the Master Servicer in
        accordance with Section 4.03(c) and 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 EMC 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.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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 Securities Administrator shall make monthly distributions
        and the final distribution to the Certificateholders from funds in the
        Distribution Account as provided in Sections 6.04 and 11.02 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 (or such other percentage
        as
        specifically set forth herein), 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
        Securities Administrator shall not in any way be liable by reason of any
        insufficiency in any Account held in the name of Trustee unless it is determined
        by a court of competent jurisdiction in a non-appealable judgment that the
        Securities Administrator’s gross negligence or willful misconduct was the
        primary cause of such insufficiency (except to the extent that the Securities
        Administrator is obligor and has defaulted thereon);

       

      (vi) The
        Trustee shall not in any way be liable by reason of any insufficiency in
        any
        Account held 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);

       

      (vii) 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

       

      (viii) 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 Securities Administrator and required to be deposited in
        the
        Distribution Account pursuant to this Agreement shall be promptly so deposited
        by the Securities Administrator.

       

      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 consents 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.

       

      (b) The
        Trustee is hereby directed by the Depositor to execute and deliver the Insurance
        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 Securities Administrator 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 Securities Administrator 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, or the Custodian on its behalf, of the obligation
          to review
          the Mortgage Files pursuant to Section 2.02 of this Agreement. 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 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 shall be entitled to recover from the Distribution Account
        pursuant to Section 5.08 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 Distribution
        Account are insufficient therefor, the Trustee and the Securities Administrator
        shall recover such expenses, disbursements or advances from the Depositor
        and
        the Depositor hereby agrees to pay such expenses, disbursements or advances
        upon
        demand. 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, Inc. 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 (which
        consent shall not be unreasonably withheld). 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 10.06 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 one or more REMICs, and that
        the
        affairs of the Trust Fund shall be conducted so that each REMIC formed hereunder
        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 each such REMIC 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 each
        REMIC 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 each REMIC formed
        hereunder to be treated as a REMIC on the federal tax return of such REMIC
        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 a
        Residual 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 each
        REMIC formed hereunder 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 any REMIC formed hereunder; (h) the Securities Administrator
        shall pay, from the sources specified in the penultimate paragraph of this
        Section 10.12, the amount of any federal, state and local taxes, including
        prohibited transaction taxes as described below, imposed on any REMIC 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
        each REMIC formed hereunder including but not limited to the income, expenses,
        assets and liabilities of each such REMIC 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 REMICs 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 REMICs will receive a fee or other compensation for services nor
        permit the REMICs 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 any such
        REMIC.

       

      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 related 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 any of REMIC I,
        REMIC II, REMIC III, REMIC IV or REMIC V 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 REMIC I, REMIC
        II,
        REMIC III, REMIC IV or REMIC V 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 REMIC I, REMIC
        II, REMIC III, REMIC IV or REMIC V and is not paid as otherwise provided
        for
        herein, such tax shall be paid by (i) the Master Servicer or the Securities
        Administrator, if any such tax arises out of or results from a breach by
        the
        Master Servicer or the Securities Administrator of any of its obligations
        under
        this Agreement, provided, however, in no event shall the Master Servicer
        or the
        Securities Administrator have
        any
        liability (1) for any action or omission that is taken in accordance with
        and
        compliance with the express terms of, or which is expressly permitted by
        the
        terms of, this Agreement, (2) for any losses other than those arising out
        of a
        negligent performance by the Master Servicer or the Securities Administrator
        of
        its duties and obligations set forth herein, or (3) for any special or
        consequential damages to Certificateholders (in addition to payment of principal
        and interest on the Certificates), (ii) any party hereto (other than the
        Master
        Servicer or
        the
        Securities Administrator) to the extent any such
        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), first with amounts otherwise to be distributed to the
        Class
        R Certificateholders, and second with amounts otherwise to be distributed
        to all
        the Holders of the following Certificates in the following order of priority:
        first,
        to
        the
        Class B-5 Certificates, second, to the Class B-4 Certificates, third, to
        the
        Class B-3 Certificates, fourth, to the Class B-2 Certificates, fifth, to
        the
        Class B-1 Certificates, sixth, to the Class M-3 Certificates, seventh, to
        the
        Class M-2 Certificates, eighth, to the Class M-1 Certificates, and ninth,
        to the
        Class A Certificates (pro
        rata
        based on
        the amounts to be distributed). Notwithstanding anything to the contrary
        contained herein, to the extent that such tax is payable by the Holder of
        any
        Certificates, the Securities Administrator is hereby authorized to retain
        on any
        Distribution Date, from the Holders 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. The Securities Administrator
        shall promptly notify in writing the party liable for any such tax of the
        amount
        thereof and the due date for the payment thereof.

       

      Notwithstanding
        anything to the contrary contained herein, to the extent that such tax is
        payable by the Holder of any Certificates, the Securities Administrator is
        hereby authorized to retain on any Distribution Date, from the Holders of
        the
        Class R Certificates (and, if necessary, from the Holders of the other related
        Certificates in the priority specified in the preceding sentence), funds
        otherwise distributable to such Holders in an amount sufficient to pay such
        tax.
        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.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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
        and the
        Trustee created hereby with respect to the Trust Fund shall terminate upon
        the
        earlier of (a) the exercise of the Majority Class C Certificateholder (or
        its
        designee) of its right to repurchase 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, (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 by the Majority Class
        C
        Certificateholder pursuant to clause (a) in the preceding paragraph shall
        be
        conditioned upon the Stated Principal Balance of all of the Mortgage Loans
        in
        the Trust Fund, at the time of any such repurchase, aggregating 10% or less
        of
        the aggregate Cut-off Date Principal Balance of all of the Mortgage Loans.
        

       

      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 Distribution 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 Certificates at the Corporate Trust Office of the Securities
        Administrator. If the Majority Class C Certificateholder 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 Majority Class C
        Certificateholder shall notify the Depositor, the Securities Administrator
        and
        the Trustee of the date the Majority Class C Certificateholder intends to
        terminate the Trust Fund. The Majority Class C Certificateholder shall remit
        the
        Mortgage Loan Purchase Price to the Securities Administrator on the Business
        Day
        prior to the Distribution Date for such Optional Termination by the Majority
        Class C Certificateholder.

       

      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 later than two Business
        Days after the Determination Date in 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.

       

      Upon
        such
        final deposit with respect to the Trust Fund and the receipt by the Custodian
        of
        a Request for Release therefor, 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 Securities Administrator
        shall distribute to Certificateholders of each Class the amounts allocable
        to
        such Certificates held in the Distribution Account in the order and priority
        set
        forth in Section 5.04 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
        Certificateholders 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 the Majority Class C 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 the Trustee and the Securities
        Administrator have been supplied with an Opinion of Counsel addressed to
        the
        Trustee and the Securities Administrator at the expense of the Majority Class
        C
        Certificateholder 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 a REMIC, or (ii) cause a
        REMIC to fail to qualify as a REMIC at any time that any Certificates are
        outstanding:

       

      (1) The
        Majority Class C Certificateholder shall establish a 90-day liquidation period
        and notify the 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 each of REMIC I, REMIC II, REMIC III, REMIC
        IV
        and REMIC V pursuant to Treasury Regulation Section 1.860F-1. The Majority
        Class
        C Certificateholder 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 Securities Administrator
        and
        the Trustee obtained at the expense of the Majority Class C
        Certificateholder;

       

      (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 on behalf of the
        Trustee, shall sell all of the assets of REMIC I for cash; and

       

      (3) At
        the
        time of the making of the final payment on the Certificates, the Securities
        Administrator shall distribute or credit, or cause to be distributed or
        credited, to the Holders of the Residual Certificates, all cash on hand (other
        than cash retained to meet claims), and REMIC I 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 and the adoption of a plan of complete
        liquidation for each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC
        V,
        which authorization shall be binding upon all successor
        Certificateholders.

       

      (c) The
        Securities Administrator as agent for each REMIC hereby agrees to adopt and
        sign
        such a plan of complete liquidation meeting the requirements for a qualified
        liquidation under Section 860F of the Code and any regulations thereunder
        upon
        the written request of the Majority Class C Certificateholder and the receipt
        of
        the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such
        other
        action in connection therewith as may be reasonably requested by the Majority
        Class C Certificateholder.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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 comply with any changes in the Code, to revise any provisions
        to
        reflect the obligations of the parties to this Agreement as they relate to
        Regulation AB, to change the manner in which the Distribution Account maintained
        by the Securities Administrator 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 and the Securities Administrator, 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 each of REMIC I, REMIC II, REMIC
        III, REMIC IV or REMIC V, as a REMIC under the Code or to avoid or minimize
        the
        risk of the imposition of any tax on any of REMIC I, REMIC II, REMIC III,
        REMIC
        IV or REMIC V pursuant to the Code that would be a claim against any of REMIC
        I,
        REMIC II, REMIC III, REMIC IV or REMIC V at any time prior to the final
        redemption of the Certificates, provided that the Trustee and the Securities
        Administrator have been provided an Opinion of Counsel addressed to the Trustee
        and the Securities Administrator, 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 with
        the
        consent of 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
        any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V 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 REMIC I, REMIC II,
        REMIC
        III, REMIC IV or REMIC V or the Certificateholders or cause REMIC I, REMIC
        II,
        REMIC III, REMIC IV or REMIC V 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 (i) that such amendment is permitted
        and is
        not prohibited by this Agreement and (ii) 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 Securities Administrator 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 Securities Administrator 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 the Mortgage Loan Purchase Agreement
        or
        this Agreement is held or deemed to create a security interest in such assets,
        then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each
        be
        deemed to be a security agreement within the meaning of the Uniform Commercial
        Code of the State of New York and (ii) the conveyance provided for in the
        Mortgage Loan Purchase Agreement from the Seller to the Depositor, and the
        conveyance provided for in this Agreement from the Depositor to the Trustee,
        shall be deemed to be an assignment and a grant by the Seller or the Depositor,
        as applicable, for the benefit of the Certificateholders, of a security interest
        in all of the assets that constitute the Trust Fund, whether now owned or
        hereafter acquired.

       

      The
        Depositor for the benefit of the Certificateholders shall, to the extent
        consistent with this Agreement, take such actions as may be necessary to
        ensure
        that, if this Agreement were deemed to create a security interest in the
        assets
        of the Trust Fund, such security interest would be deemed to be a perfected
        security interest of first priority under applicable law and shall 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,
        4.20 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, and with respect to Regulation AB
        notifications to the Depositor at regabnotifications@bear.com; (ii) in the
        case
        of the Seller or the Company, EMC Mortgage Corporation, EMC Mortgage
        Corporation, 2780 Lake Vista Drive, Lewisville, Texas 75067 (Facsimile: (469)
        759-4714), attention: President or General Counsel or such other address
        as may
        be hereafter furnished to the other parties hereto by the Master Servicer
        in
        writing; (iii) 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; (iv) in the case of the Master Servicer or the Securities Administrator,
        P. O. Box 98, Columbia, Maryland 21046 (or, for overnight deliveries, 9062
        Old
        Annapolis Road, Columbia, Maryland 21045), Attention: BSABS I 2006-AC4 or
        such
        other address as may be hereafter furnished to the other parties hereto by
        the
        Securities Administrator in writing, and (v) 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 8.07, 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
        Securities Administrator pursuant to this Agreement, are and shall be deemed
        fully paid.

       

      * * *

      


      


       


      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

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	/s/
                Joseph T. Jurkowski, Jr.
	 	 	 	 	 	 	 	
                Name:
                  Joseph T. Jurkowski, Jr.

              
	 	 	 	 	 	 	 	
                Title:
                  Vice President

              


      

      


      
        	 	 	 	 	 	 	 	
                EMC
                  MORTGAGE CORPORATION,

                as
                  Seller and Company

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	/s/
                Debbie Pratt
	 	 	 	 	 	 	 	
                Name:
                  Debbie Pratt

              
	 	 	 	 	 	 	 	
                Title:
                  Senior Vice President

              


      

      


      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, NATIONAL 

                ASSOCIATION,

                as
                  Securities Administrator and Master Servicer

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	/s/
                Jennifer L. Richardson
	 	 	 	 	 	 	 	
                Name:
                  Jennifer L. Richardson

              
	 	 	 	 	 	 	 	
                Title: Assistant
                  Vice President

              


      

      


      
        	 	 	 	 	 	 	 	
                U.S.
                  BANK NATIONAL ASSOCIATION,

                as
                  Trustee

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	/s/
                Maryellen Hunter
	 	 	 	 	 	 	 	
                Name:
                  Maryellen Hunter

              
	 	 	 	 	 	 	 	
                Title:
                  Assistant Vice President

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      

        
          	
                  STATE
                    OF NEW YORK

                	
                  )

                	 
	 	
                  )

                	
                  ss.:

                
	
                  COUNTY
                    OF NEW YORK

                	
                  )

                	 


        



      


      On
        this
        30th day of June, 2006, before me, a notary public in and for said State,
        appeared Joseph T. Jurkowski, Jr., 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 companies that executed the within
        instrument, and also known to me to be the person who executed it on behalf
        of
        such limited liability company and acknowledged to me that such limited
        liability company executed the within instrument.

       

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

       

      
        	 	/s/
                Mervin E. Horst
	 	
                Notary
                  Public

              


      

      


      


      


      [Notarial
        Seal]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      

        
          	
                  STATE
                    OF MARYLAND

                	
                  )

                	 
	 	
                  )

                	
                  ss.:

                
	
                  COUNTY
                    OF BALTIMORE

                	
                  )

                	 


        




      On
        this
        30th day of June, 2006, before me, a notary public in and for said State,
        appeared Jennifer L. Richardson, personally known to me on the basis of
        satisfactory evidence to be an authorized representative of Wells Fargo Bank,
        National Association that executed the within instrument, and also known
        to me
        to be the person who executed it on behalf of such national banking association,
        and acknowledged to me that such national banking association executed the
        within instrument.

       

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

       

      
        	 	/s/
                Darron C. Woodus
	 	
                Notary
                  Public

              


      

      


      


      


      [Notarial
        Seal]

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      

        
          	
                  STATE
                    OF TEXAS

                	
                  )

                	 
	 	
                  )

                	
                  ss.:

                
	
                  COUNTY
                    OF DALLAS

                	
                  )

                	 


        



      On
        this
        30th day of June, 2006, before me, a notary public in and for said State,
        appeared Debbie Pratt, personally known to me on the basis of satisfactory
        evidence to be an authorized representative of EMC Mortgage Corporation,
        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.

       

      
        	 	/s/
                Alfie Kearney
	 	
                Notary
                  Public

              


      

      


      


      


      [Notarial
        Seal]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      

        
          	
                  STATE
                    OF MASSACHUSETTS

                	
                  )

                	 
	 	
                  )

                	
                  ss.:

                
	
                  COUNTY
                    OF SUFFOLK

                	
                  )

                	 


        




      On
        this
        30th day of June, 2006, before me, a notary public in and for said State,
        appeared Maryellen Hunter, personally known to me on the basis of satisfactory
        evidence to be an authorized representative of U.S. Bank National Association
        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.

       

      
        	 	/s/
                Larry D. Snell
	 	
                Notary
                  Public

              


      

      


      


      


      [Notarial
        Seal]

       

      
 

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 AS DESCRIBED
      IN
      THE AGREEMENT. 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 SECURITIES ADMINISTRATOR 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.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Certificate
                No.1

            	
              Adjustable
                Pass-Through Rate

            
	 	 
	
               

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

            	 
	 	 
	
               

              Date
                of Pooling and Servicing Agreement and Cut-off Date:

              June
                1, 2006

            	
               

              Aggregate
                Initial Certificate Principal Balance of this Certificate as of the
                Cut-off Date:

              $[_____________]

            
	 	 
	
               

              First
                Distribution Date:

              July
                25, 2006

            	
               

              Initial
                Certificate Principal Balance of this Certificate as of the Cut-off
                Date:
                $[_____________]

            
	 	 
	
               

              Master
                Servicer:

              Wells
                Fargo Bank, National Association

            	
               

              CUSIP:
                [___________]

            
	 	 
	
               

              Assumed
                Final Distribution Date:

              July
                25, 2036

            	 
	 	 


    

    


    ASSET-BACKED
      CERTIFICATE

     

    SERIES
      2006-AC4

     

    evidencing
      a percentage interest in the distributions allocable to the Class A-[1][2][3]
      Certificates with respect to a Trust Fund consisting primarily of a pool of
      conventional, one- to four-family, fixed 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, and does not
      represent an obligation of or interest in Bear Stearns Asset Backed Securities
      I
      LLC, the Master Servicer, the Trustee or the Securities Administrator 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 the Securities Administrator 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, first lien, fixed 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”) to BSABS I. Wells Fargo Bank, National
      Association will act as master servicer of the Mortgage Loans (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 seller and company, Wells Fargo Bank, National Association,
      as
      Master Servicer and securities administrator (the “Securities Administrator”)
      and U.S. 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 25th day of the calendar
      month preceding the month in which a Distribution Date (as hereinafter defined)
      occurs to and including the 24th day of the calendar month in which that
      Distribution Date occurs on the Certificate Principal Balance hereof at a per
      annum rate equal to the Pass-Through Rate set forth above. The Securities
      Administrator 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,
      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 and
      is
      not likely to be the date on which the Certificate Principal Balance of this
      Class of Certificates will be reduced to zero.

     

    Distributions
      on this Certificate will be made by the Securities Administrator 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 Securities Administrator in writing as specified in the Agreement.
      Notwithstanding the above, the final distribution on this Certificate will
      be
      made after due notice by the Securities Administrator of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Securities Administrator 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 thereto.

     

    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 or
      the
      Securities Administrator 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 and the Securities Administrator.

     

    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 Certificateholders under the Agreement from time to time
      by
      the parties thereto with the consent of the Holders of the Class or Classes
      of
      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
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable with the Securities
      Administrator upon surrender of this Certificate for registration of transfer
      at
      the offices or agencies maintained by the Securities Administrator for such
      purposes, duly endorsed by, or accompanied by a written instrument of transfer
      in form satisfactory to the Securities Administrator 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 Securities Administrator 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 Securities Administrator,
      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 Securities Administrator, the Trustee or
      any
      such agent shall be affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby (other
      than the obligations to make payments to 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 and disposition of all
      property acquired upon foreclosure or deed in lieu of foreclosure of any
      Mortgage Loan and (B) the remittance of all funds due under the Agreement,
      or
      (ii) the optional repurchase by the party named in the Agreement of all the
      Mortgage Loans and other related assets of the Trust Fund 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 Mortgage Loans is less than or equal to a certain percentage of the
      aggregate Stated Principal Balance of the 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 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
      Securities Administrator by manual signature, this Certificate shall not be
      entitled to any benefit under the Agreement, or be valid for any
      purpose.

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, the Securities Administrator has caused this

    Certificate
      to be duly executed.

    


    
      	
              Dated:
                June 30, 2006

            	 	 	 	
              WELLS
                FARGO BANK, 

              NATIONAL
                ASSOCIATION,

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 	 


    

    


    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


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

    


    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK,

              NATIONAL
                ASSOCIATION,

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 	 


    

    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    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

    


    This
      assignee should include the following for purposes of distribution:

    


    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      

    
      	
              to

            	 	
              ,

            
	
              for
                the account of

            	 	
              ,

            
	
              account
                number___________, or, if mailed by check, to

            	 	
              ,

            
	
              Applicable
                statements should be mailed to

            	 	
              ,

            
	 	
              .

            


    

    


    
      	
              This
                information is provided by

            	 	
              ,

            
	
              the
                assignee named above, or

            	 	
              ,

            
	
              as
                its agent.

            	 	 


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-2

    


    FORM
      OF CLASS M CERTIFICATES

     

    THIS
      CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
      [,]
      [AND] [CLASS M-1 CERTIFICATES] [,] [AND] [CLASS M-2 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 AS DESCRIBED
      IN
      THE AGREEMENT. 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 SECURITIES ADMINISTRATOR 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
      AGREEMENT.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
               

              Certificate
                No.1

            	
               

              Adjustable
                Pass-Through Rate

            
	 	 
	
               

              Class
                M-[1][2][3] Subordinate

            	 
	 	 
	
               

              Date
                of Pooling and Servicing Agreement and Cut-off Date:

              June
                1, 2006

            	
               

              Aggregate
                Initial Certificate Principal Balance of this Certificate as of the
                Cut-off Date:

              $[________________]

            
	 	 
	
               

              First
                Distribution Date:

              July
                25, 2006

            	
               

              Initial
                Certificate Principal Balance of this Certificate as of the Cut-off
                Date:
                

              $[________________]

            
	 	 
	
               

              Master
                Servicer:

              Wells
                Fargo Bank, National Association

            	
               

              CUSIP:
                [_______________]

            
	 	 
	
               

              Assumed
                Final Distribution Date:

              July
                25, 2036

            	 
	 	 


    

    


    ASSET-BACKED
      CERTIFICATE

    SERIES
      2006-AC4

     

    evidencing
      a percentage interest in the distributions allocable to the Class M-[1][2][3]
      Certificates with respect to a Trust Fund consisting primarily of a pool of
      conventional, one- to four-family, fixed 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, and does not
      represent an obligation of or interest in Bear Stearns Asset Backed Securities
      I
      LLC, the Master Servicer, the Trustee or the Securities Administrator 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 the Securities Administrator 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, first lien, fixed 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”) to BSABS I. Wells Fargo Bank, National
      Association will act as master servicer of the Mortgage Loans (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 seller and company, Wells Fargo Bank, National Association,
      as
      Master Servicer and securities administrator (the “Securities Administrator”)
      and U.S. 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 25th day of the calendar
      month preceding the month in which a Distribution Date (as hereinafter defined)
      occurs (or, with respect to the first accrual period, the Closing Date) to
      and
      including the 24th day of the calendar month in which that Distribution Date
      occurs on the Certificate Principal Balance hereof at a per annum rate equal
      to
      the Pass-Through Rate set forth above and as further described in the Agreement.
      The Securities Administrator 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, 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 immediately following the month of the latest scheduled maturity
      date of any Mortgage Loan and is not likely to be the date on which the
      Certificate Principal Balance of this Class of Certificates will be reduced
      to
      zero.

     

    Distributions
      on this Certificate will be made by the Securities Administrator 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 Securities Administrator in writing as specified in the Agreement.
      Notwithstanding the above, the final distribution on this Certificate will
      be
      made after due notice by the Securities Administrator of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Securities Administrator 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.

     

    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 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 or
      the
      Securities Administrator 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 and the Securities Administrator.

     

    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 Certificateholders under the Agreement from time to time
      by
      the parties thereto with the consent of the Holders of the Class or Classes
      of
      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
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable with the Securities
      Administrator upon surrender of this Certificate for registration of transfer
      at
      the offices or agencies maintained by the Securities Administrator for such
      purposes, duly endorsed by, or accompanied by a written instrument of transfer
      in form satisfactory to the Securities Administrator 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 Securities Administrator 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 Securities Administrator,
      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 Securities Administrator, the Trustee or
      any
      such agent shall be affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby (other
      than the obligations to make payments to 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 and disposition of all
      property acquired upon foreclosure or deed in lieu of foreclosure of any
      Mortgage Loan and (B) the remittance of all funds due under the Agreement,
      or
      (ii) the optional repurchase by the party named in the Agreement of all the
      Mortgage Loans and other related assets of the Trust Fund 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 Mortgage Loans is less than or equal to a certain percentage of the
      aggregate Stated Principal Balance of the 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 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
      Securities Administrator by manual signature, this Certificate shall not be
      entitled to any benefit under the Agreement, or be valid for any
      purpose.

     

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



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

    


    
      	
              Dated:
                June 30, 2006

            	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION,

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    


    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


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

    


    
      	 	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION, as Securities
                Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    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

    


    This
      assignee should include the following for purposes of distribution:

    


    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      

    
      	
              to

            	 	
              ,

            
	
              for
                the account of

            	 	
              ,

            
	
              account
                number___________, or, if mailed by check, to

            	 	
              ,

            
	
              Applicable
                statements should be mailed to

            	 	
              ,

            
	 	
              .

            


    

    


    
      	
              This
                information is provided by

            	 	
              ,

            
	
              the
                assignee named above, or

            	 	
              ,

            
	
              as
                its agent.

            	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-3

    


    FORM
      OF CLASS B CERTIFICATES

     

    THIS
      CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
      [,]
      [AND] [CLASS M-1 CERTIFICATES] [,] [AND] [CLASS M-2 CERTIFICATES] [,] [AND]
      [CLASS M-3 CERTIFICATES] [,] [AND] [CLASS B-1 CERTIFICATES] [,] [AND] [CLASS
      B-2
      CERTIFICATES] [,] [CLASS B-3 CERTIFICATES] [,] [AND] [CLASS B-4 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 AS DESCRIBED
      IN
      THE AGREEMENT. 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 SECURITIES ADMINISTRATOR NAMED
      HEREIN.

     

    [For
      Class B-1, Class B-2, Class B-3 and Class B-4] [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.]

     

    [For
      Class B-1, Class B-2, Class B-3 and Class B-4] [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 AGREEMENT.]

     

    [For
      Class B-5] [THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
      THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “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 ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO
      RULE
      144A UNDER THE 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 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) (OR ANY ENTITY IN WHICH ALL
      OF
      THE EQUITY HOLDERS COME WITHIN SUCH PARAGRAPHS) OF REGULATION D UNDER THE ACT
      PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE ACT, SUBJECT TO (A) THE
      RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM
      PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR
      OF
      AN OPINION OF COUNSEL AS TO COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS
      OF
      THE UNITED STATES. THIS CERTIFICATE MAY NOT BE ACQUIRED 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, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
      AMENDED, 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) WILL NOT RESULT IN ANY PROHIBITED
      TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS PROHIBITED
      TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED TRANSACTION
      CLASS EXEMPTION (“PTCE”) 84-14, PTCE 91-38, PTCE 90-1, PTCE 95-60 OR PTCE 96-23
      AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON THE PART OF THE
      DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR THE TRUSTEE,
      WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR
      A
      GLOBAL CERTIFICATE, OR PROVIDES AN OPINION OF COUNSEL TO SUCH
      EFFECT.]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
               

              Certificate
                No.1

            	
               

              Adjustable
                Pass-Through Rate

            
	 	 
	
               

              Class
                B-[1][2][3][4][5] Subordinate

            	 
	 	 
	
               

              Date
                of Pooling and Servicing Agreement and Cut-off Date:

              June
                1, 2006

            	
               

              Aggregate
                Initial Certificate Principal Balance of this Certificate as of the
                Cut-off Date:

              $[________________]

            
	 	 
	
               

              First
                Distribution Date:

              July
                25, 2006

            	
               

              Initial
                Certificate Principal Balance of this Certificate as of the Cut-off
                Date:
                

              $[________________]

            
	 	 
	
               

              Master
                Servicer:

              Wells
                Fargo Bank, National Association

            	
               

              CUSIP:
                [_______________]

            
	 	 
	
               

              Assumed
                Final Distribution Date:

              July
                25, 2036

            	 
	 	 


    

    


    ASSET-BACKED
      CERTIFICATE

    SERIES
      2006-AC4

     

    evidencing
      a percentage interest in the distributions allocable to the Class
      B-[1][2][3][4][5] Certificates with respect to a Trust Fund consisting primarily
      of a pool of conventional, one- to four-family, fixed 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, and does not
      represent an obligation of or interest in Bear Stearns Asset Backed Securities
      I
      LLC, the Master Servicer, the Trustee or the Securities Administrator 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 the Securities Administrator 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, first lien, fixed 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”) to BSABS I. Wells Fargo Bank, National
      Association will act as master servicer of the Mortgage Loans (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 seller and company, Wells Fargo Bank, National Association,
      as
      Master Servicer and securities administrator (the “Securities Administrator”)
      and U.S. 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.

     

    [For
      Class B-1, Class B-2, Class B-3 and Class B-4] [Interest on this Certificate
      will accrue from and including the 25th day of the calendar month preceding
      the
      month in which a Distribution Date (as hereinafter defined) occurs (or, with
      respect to the first accrual period, the Closing Date) to and including the
      24th
      day of the calendar month in which that Distribution Date occurs on the
      Certificate Principal Balance hereof at a per annum rate equal to the
      Pass-Through Rate set forth above and as further described in the Agreement.
      The
      Securities Administrator 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, 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 immediately following the month of the latest scheduled maturity
      date of any Mortgage Loan and is not likely to be the date on which the
      Certificate Principal Balance of this Class of Certificates will be reduced
      to
      zero.]

     

    [For
      Class B-5] [Interest on this Certificate will accrue from and including the
      25th
      day of the calendar month preceding the month in which a Distribution Date
      (as
      hereinafter defined) occurs (or, with respect to the first accrual period,
      the
      Closing Date) to and including the 24th day of the calendar month in which
      that
      Distribution Date occurs on the Certificate Principal Balance hereof at a per
      annum rate equal to the Pass-Through Rate set forth above and as further
      described in the Agreement. The Securities Administrator 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 Business Day
      of
      the month immediately preceding the month of such Distribution date so long
      as
      this Certificate remains in non book-entry form (and otherwise, the close of
      business on the Business Day immediately preceding 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 Securities Administrator 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 Securities Administrator in writing as specified in the Agreement.
      Notwithstanding the above, the final distribution on this Certificate will
      be
      made after due notice by the Securities Administrator of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Securities Administrator 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.

     

    [For
      Class B-5] [No transfer of this Class B-5 Certificate will be made unless such
      transfer is (i) exempt from the registration requirements of the Securities
      Act
      of 1933, as amended, and any applicable state securities laws or is made in
      accordance with said Act and laws and (ii) made in accordance with Section
      7.02
      of the Agreement. In the event that such transfer is to be made the Securities
      Administrator shall register such transfer if, (i) made to a transferee who
      has
      provided the Securities Administrator with evidence as to its QIB status; or
      (ii) (A) the transferor has advised the Securities Administrator in writing
      that
      the Certificate is being transferred to an Institutional Accredited Investor
      and
      (B) prior to such transfer the transferee furnishes to the Securities
      Administrator an Investment Letter; provided that if based upon an Opinion
      of
      Counsel to the effect that (A) and (B) above are not sufficient to confirm
      that
      such transfer is being made pursuant to an exemption from, or in a transaction
      not subject to, the registration requirements of the Securities Act and other
      applicable laws, the Securities Administrator shall as a condition of the
      registration of any such transfer require the transferor to furnish such other
      certifications, legal opinions or other information prior to registering the
      transfer of this Certificate as shall be set forth in such Opinion of
      Counsel.]

     

    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.

     

    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 Agreement.

     

    [For
      Class B-5] [This Certificate may not be acquired 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, or Section 4975 of the Internal Revenue Code of 1986, as amended,
      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) will not result in any prohibited transaction which
      is
      not covered under an individual or class prohibited transaction exemption,
      including, but not limited to, Prohibited Transaction Class Exemption (“PTCE”)
      84-14, PTCE 91-38, PTCE 90-1, PTCE 95-60 or PTCE 96-23 and (ii) will not give
      rise to any additional obligations on the part of the Depositor, the Master
      Servicer, the Securities Administrator or the Trustee, which will be deemed
      represented by an owner of a Book-Entry Certificate or a Global Certificate,
      or
      an Opinion of Counsel specified in section 7.02 of the Agreement is provided.
      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 or
      the
      Securities Administrator 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 and the Securities Administrator.

     

    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 Certificateholders under the Agreement from time to time
      by
      the parties thereto with the consent of the Holders of the Class or Classes
      of
      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
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable with the Securities
      Administrator upon surrender of this Certificate for registration of transfer
      at
      the offices or agencies maintained by the Securities Administrator for such
      purposes, duly endorsed by, or accompanied by a written instrument of transfer
      in form satisfactory to the Securities Administrator 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 Securities Administrator 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 Securities Administrator,
      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 Securities Administrator, the Trustee or
      any
      such agent shall be affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby (other
      than the obligations to make payments to 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 and disposition of all
      property acquired upon foreclosure or deed in lieu of foreclosure of any
      Mortgage Loan and (B) the remittance of all funds due under the Agreement,
      or
      (ii) the optional repurchase by the party named in the Agreement of all the
      Mortgage Loans and other related assets of the Trust Fund 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 Mortgage Loans is less than or equal to a certain percentage of the
      aggregate Stated Principal Balance of the 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 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
      Securities Administrator by manual signature, this Certificate shall not be
      entitled to any benefit under the Agreement, or be valid for any
      purpose.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



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

    


    
      	
              Dated:
                June 30, 2006

            	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION,

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    


    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Class B-[1][2][3][4][5] Certificates referred to in the
      within-mentioned Agreement.

    


    
      	 	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION, as Securities
                Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    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

    


    This
      assignee should include the following for purposes of distribution:

    


    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      

    
      	
              to

            	 	
              ,

            
	
              for
                the account of

            	 	
              ,

            
	
              account
                number___________, or, if mailed by check, to

            	 	
              ,

            
	
              Applicable
                statements should be mailed to

            	 	
              ,

            
	 	
              .

            


    

    


    
      	
              This
                information is provided by

            	 	
              ,

            
	
              the
                assignee named above, or

            	 	
              ,

            
	
              as
                its agent.

            	 	 


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-4

    


    FORM
      OF CLASS
      C 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”).

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED (THE “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
      ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE
      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 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) (OR ANY ENTITY IN WHICH ALL OF THE
      EQUITY HOLDERS COME WITHIN SUCH PARAGRAPHS) OF REGULATION D UNDER THE ACT
      PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE ACT, SUBJECT TO (A) THE
      RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM
      PROVIDED IN THE AGREEMENT (as defined below) AND (B) THE RECEIPT BY THE
      SECURITIES ADMINISTRATOR OF AN OPINION OF COUNSEL AS TO COMPLIANCE WITH ALL
      APPLICABLE SECURITIES LAWS OF THE UNITED STATES.

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
      PROVIDES EITHER (I) A CERTIFICATION PURSUANT TO SECTION 7.02(b) OF THE AGREEMENT
      OR (II) AN OPINION OF COUNSEL PURSUANT TO 7.02(b) OF THE AGREEMENT, SATISFACTORY
      TO THE SECURITIES ADMINISTRATOR 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, THE SECURITIES
      ADMINISTRATOR, OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION
      TO
      THOSE UNDERTAKEN IN THE AGREEMENT.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Certificate
                No. 1

            	
              Percentage
                Interest: 100%

            
	 	 
	
              Class
                C

            	 
	 	 
	
              Date
                of Pooling and Servicing Agreement 

              and
                Cut-off Date:

              June
                1, 2006

            	
              Aggregate
                Certificate Notional Amount of this Certificate as of the Cut-off
                Date:

              $[____________]

            
	 	 
	
              First
                Distribution Date:

              July
                25, 2006

            	
              Initial
                Certificate Notional Amount of this Certificate as of the Cut-off
                Date:

              $[____________]

            
	 	 
	
              Master
                Servicer:

              Wells
                Fargo Bank, National Association

            	
              CUSIP:
                [_______________]

            
	 	 
	
              Assumed
                Final Distribution Date:

              July
                25, 2036

            	 
	 	 


    

    


    ASSET-BACKED
      CERTIFICATE

     

    SERIES
      2006-AC4

     

    evidencing
      a percentage interest in the distributions allocable to the Class C Certificates
      with respect to a Trust Fund consisting primarily of a pool of conventional,
      one- to four-family, fixed 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, and does not
      represent an obligation of or interest in Bear Stearns Asset Backed Securities
      I
      LLC, the Master Servicer, the Trustee or the Securities Administrator 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 the Securities Administrator 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, first lien, fixed 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”) to BSABS I. Wells Fargo Bank, National
      Association will act as master servicer of the Mortgage Loans (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 seller and company, Wells Fargo Bank, National Association,
      as
      Master Servicer and securities administrator (the “Securities Administrator”)
      and U.S. 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.

     

    The
      Securities Administrator 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. 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 Securities Administrator 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 Securities Administrator in writing as specified in the Agreement.
      Notwithstanding the above, the final distribution on this Certificate will
      be
      made after due notice by the Securities Administrator of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Securities Administrator for that purpose
      and
      designated in such notice.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the
      Securities Administrator shall require receipt of (i) if such transfer is
      purportedly being made in reliance upon Rule 144A under the 1933 Act, written
      certifications from the Holder of the Certificate desiring to effect the
      transfer, and from such Holder’s prospective transferee, substantially in the
      forms attached to the Agreement as Exhibit D and either Exhibit E or Exhibit
      F,
      as applicable, and (ii) in all other cases, an Opinion of Counsel satisfactory
      to it that such transfer may be made without such registration or qualification
      (which Opinion of Counsel shall not be an expense of the Trust Fund or of the
      Depositor, the Trustee, the Securities Administrator or the Master Servicer
      in
      their respective capacities as such), together with copies of the written
      certification(s) of the Holder of the Certificate desiring to effect the
      transfer and/or such Holder’s prospective transferee upon which such Opinion of
      Counsel is based. Neither the Depositor nor the Securities Administrator is
      obligated to register or qualify the Class of Certificates specified on the
      face
      hereof under the 1933 Act or any other securities law or to take any action
      not
      otherwise required under the Agreement to permit the transfer of such
      Certificates without registration or qualification. Any Holder desiring to
      effect a transfer of this Certificate shall be required to indemnify the
      Trustee, the Securities Administrator, the Depositor, the Seller 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 this Certificate shall be made to any person, unless the transferee
      provides either (i) a certification pursuant to section 7.02(b) of the Agreement
      or an (ii) Opinion of Counsel pursuant to section 7.02(b) of the Agreement,
      satisfactory to the Securities Administrator 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 ERISA or
      Section 4975 of the Code and will not subject the Trustee, Master Servicer,
      the
      Securities Administrator, or the Depositor to any obligation or liability in
      addition to those undertaken in the Agreement.

     

    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 or
      the
      Securities Administrator 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 and the Securities Administrator.

     

    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 Certificateholders under the Agreement from time to time
      by
      the parties thereto with the consent of the Holders of the Class or Classes
      of
      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
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable with the Securities
      Administrator upon surrender of this Certificate for registration of transfer
      at
      the offices or agencies maintained by the Securities Administrator for such
      purposes, duly endorsed by, or accompanied by a written instrument of transfer
      in form satisfactory to the Securities Administrator 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 Securities Administrator 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 Securities Administrator
      and
      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 Securities Administrator, the Trustee or
      any
      such agent shall be affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby (other
      than the obligations to make payments to 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 and disposition of all
      property acquired upon foreclosure or deed in lieu of foreclosure of any
      Mortgage Loan and (B) the remittance of all funds due under the Agreement,
      or
      (ii) the optional repurchase by the party named in the Agreement of all the
      Mortgage Loans and other related assets of the Trust Fund 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 Mortgage Loans is less than or equal to a certain percentage of the
      aggregate Stated Principal Balance of the 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 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
      Securities Administrator by manual signature, this Certificate shall not be
      entitled to any benefit under the Agreement, or be valid for any
      purpose.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



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

     

    
      	
              Dated:
                June 30, 2006

            	 	
              WELLS
                FARGO BANK, NATIONAL 

              ASSOCIATION,

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    


    


    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class C Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	
              WELLS
                FARGO BANK, NATIONAL 

              ASSOCIATION,

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    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

    


    This
      assignee should include the following for purposes of distribution:

    


    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      

    
      	
              to

            	 	
              ,

            
	
              for
                the account of

            	 	
              ,

            
	
              account
                number___________, or, if mailed by check, to

            	 	
              ,

            
	
              Applicable
                statements should be mailed to

            	 	
              ,

            
	 	
              .

            


    

    


    
      	
              This
                information is provided by

            	 	
              ,

            
	
              the
                assignee named above, or

            	 	
              ,

            
	
              as
                its agent.

            	 	 


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-5

    


    FORM
      OF CLASS P 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. 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 SECURITIES
      ADMINISTRATOR NAMED HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED (THE “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
      ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE
      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 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) (OR ANY ENTITY IN WHICH ALL OF THE
      EQUITY HOLDERS COME WITHIN SUCH PARAGRAPHS) OF REGULATION D UNDER THE ACT
      PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE ACT, SUBJECT TO (A) THE
      RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM
      PROVIDED IN THE AGREEMENT (AS DEFINED BELOW) AND (B) THE RECEIPT BY THE
      SECURITIES ADMINISTRATOR OF AN OPINION OF COUNSEL AS TO COMPLIANCE WITH ALL
      APPLICABLE SECURITIES LAWS OF THE UNITED STATES.

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
      PROVIDES EITHER (I) A CERTIFICATION PURSUANT TO SECTION 7.02(b) OF THE AGREEMENT
      OR (II) AN OPINION OF COUNSEL PURSUANT TO 7.02(b) OF THE AGREEMENT, SATISFACTORY
      TO THE SECURITIES ADMINISTRATOR 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, THE SECURITIES
      ADMINISTRATOR, OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION
      TO
      THOSE UNDERTAKEN IN THE AGREEMENT.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
               

              Certificate
                No.1

            	
               

              Percentage
                Interest: 100%

            
	 	 
	
               

              Class
                P

            	 
	 	 
	
               

              Date
                of Pooling and Servicing Agreement and Cut-off Date:

              June
                1, 2006

            	
               

              Aggregate
                Initial Certificate Principal Balance of this Certificate as of the
                Cut-off Date:

              $100.00

            
	 	 
	
               

              First
                Distribution Date:

              July
                25, 2006

            	
               

              Initial
                Certificate Principal Balance of this Certificate as of the Cut-off
                Date:
                

              $100.00

            
	 	 
	
               

              Master
                Servicer:

              Wells
                Fargo Bank, National Association

            	
               

              CUSIP:
                [_________________]

            
	 	 
	
               

              Assumed
                Final Distribution Date:

              July
                25, 2036

            	 
	 	 


    

    


    ASSET-BACKED
      CERTIFICATE

    SERIES
      2006-AC4

     

    evidencing
      a percentage interest in the distributions allocable to the Class P Certificates
      with respect to a Trust Fund consisting primarily of a pool of conventional,
      one- to four-family, fixed 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, and does not
      represent an obligation of or interest in Bear Stearns Asset Backed Securities
      I
      LLC, the Master Servicer, the Trustee or the Securities Administrator 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 the Securities Administrator 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, first lien, fixed 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”) to BSABS I. Wells Fargo Bank, National
      Association will act as master servicer of the Mortgage Loans (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 seller and company, Wells Fargo Bank, National Association,
      as
      Master Servicer and securities administrator (the “Securities Administrator”)
      and U.S. 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 United
      States Person and a Permitted Transferee, (ii) the transfer of any Ownership
      Interest in this Certificate will be conditioned upon the delivery to the
      Securities Administrator of, among other things, an affidavit to the effect
      that
      it is a United States Person and 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 United States
      Person and 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
      Securities Administrator 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. 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 Securities Administrator 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 Securities Administrator in writing as specified in the Agreement.
      Notwithstanding the above, the final distribution on this Certificate will
      be
      made after due notice by the Securities Administrator of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Securities Administrator for that purpose
      and
      designated in such notice.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the
      Securities Administrator shall require receipt of (i) if such transfer is
      purportedly being made in reliance upon Rule 144A under the 1933 Act, written
      certifications from the Holder of the Certificate desiring to effect the
      transfer, and from such Holder’s prospective transferee, substantially in the
      forms attached to the Agreement as Exhibit D and either E or F, as applicable,
      and (ii) in all other cases, an Opinion of Counsel satisfactory to it that
      such
      transfer may be made without such registration or qualification (which Opinion
      of Counsel shall not be an expense of the Trust Fund or of the Depositor, the
      Trustee, the Securities Administrator or the Master Servicer in their respective
      capacities as such), together with copies of the written certification(s) of
      the
      Holder of the Certificate desiring to effect the transfer and/or such Holder’s
      prospective transferee upon which such Opinion of Counsel is based. Neither
      the
      Depositor nor the Securities Administrator is obligated to register or qualify
      the Class of Certificates specified on the face hereof under the 1933 Act or
      any
      other securities law or to take any action not otherwise required under the
      Agreement to permit the transfer of such Certificates without registration
      or
      qualification. Any Holder desiring to effect a transfer of this Certificate
      shall be required to indemnify the Trustee, the Securities Administrator, the
      Depositor, the Seller 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 this Certificate shall be made to any person, unless the transferee
      provides either (i) a certification pursuant to section 7.02(b) of the Agreement
      or an (ii) Opinion of Counsel pursuant to section 7.02(b) of the Agreement,
      satisfactory to the Securities Administrator 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 ERISA or
      Section 4975 of the Code and will not subject the Trustee, Master Servicer,
      the
      Securities Administrator, or the Depositor to any obligation or liability in
      addition to those undertaken in the Agreement.

     

    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 or
      the
      Securities Administrator 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 and the Securities Administrator.

     

    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 Certificateholders under the Agreement from time to time
      by
      the parties thereto with the consent of the Holders of the Class or Classes
      of
      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
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable with the Securities
      Administrator
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies maintained by the Securities Administrator for such purposes, duly
      endorsed by, or accompanied by a written instrument of transfer in form
      satisfactory to the Securities Administrator 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 Securities Administrator 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 Securities Administrator,
      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 Securities Administrator, the Trustee or
      any
      such agent shall be affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby (other
      than the obligations to make payments to 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 and disposition of all
      property acquired upon foreclosure or deed in lieu of foreclosure of any
      Mortgage Loan and (B) the remittance of all funds due under the Agreement,
      or
      (ii) the optional repurchase by the party named in the Agreement of all the
      Mortgage Loans and other related assets of the Trust Fund 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 Mortgage Loans is less than or equal to a certain percentage of the
      aggregate Stated Principal Balance of the 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 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
      Securities Administrator by manual signature, this Certificate shall not be
      entitled to any benefit under the Agreement, or be valid for any
      purpose.

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



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

    


    
      	
              Dated:
                June 30, 2006

            	 	
              WELLS
                FARGO BANK, NATIONAL 

              ASSOCIATION,

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    


    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Class P Certificates referred to in the within-mentioned
      Agreement.

    


    
      	 	 	
              WELLS
                FARGO BANK, NATIONAL 

              ASSOCIATION,
                

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    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

    


    This
      assignee should include the following for purposes of distribution:

    


    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      

    
      	
              to

            	 	
              ,

            
	
              for
                the account of

            	 	
              ,

            
	
              account
                number___________, or, if mailed by check, to

            	 	
              ,

            
	
              Applicable
                statements should be mailed to

            	 	
              ,

            
	 	
              .

            


    

    


    
      	
              This
                information is provided by

            	 	
              ,

            
	
              the
                assignee named above, or

            	 	
              ,

            
	
              as
                its agent.

            	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-6

    


    FORM
      OF CLASS R-[1][2][3][X] 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 SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
      PROVIDES EITHER (I) A CERTIFICATION PURSUANT TO SECTION 7.02(b) OF THE AGREEMENT
      (AS DEFINED BELOW) OR (II) AN OPINION OF COUNSEL PURSUANT TO 7.02(b) OF THE
      AGREEMENT, SATISFACTORY TO THE SECURITIES ADMINISTRATOR 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,
      THE
      SECURITIES ADMINISTRATOR, 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 SECURITIES
      ADMINISTRATOR 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) NO PURPOSE OF SUCH TRANSFER
      IS
      TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, (3) SUCH TRANSFEREE SATISFIES
      CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE
      PROPOSED TRANSFEREE AND (4) SUCH TRANSFEREE IS A UNITED STATES PERSON.
      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 OR A NON-UNITED STATES PERSON, 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.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
               

              Certificate
                No.1

            	 
	 	 
	
               

              Class
                R-[1][2][3][X]

            	 
	 	
               

              Percentage
                Interest: 100%

            
	
               

              Date
                of Pooling and Servicing Agreement and Cut-off Date:

              June
                1, 2006

            	 
	 	 
	
               

              First
                Distribution Date:

              July
                25, 2006

            	 
	 	 
	
               

              Master
                Servicer:

              Wells
                Fargo Bank, National Association

            	 
	 	
               

              CUSIP:
                [____________]

            
	
               

              Assumed
                Final Distribution Date:

              July
                25, 2036

            	 
	 	 


    

    


    ASSET-BACKED
      CERTIFICATE

     

    SERIES
      2006-AC4

     

    evidencing
      a percentage interest in the distributions allocable to the Class R-[1][2][3][X]
      Certificates with respect to a Trust Fund consisting primarily of a pool of
      conventional, one- to four-family, fixed 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, and does not
      represent an obligation of or interest in Bear Stearns Asset Backed Securities
      I
      LLC, the Master Servicer, the Trustee or the Securities Administrator 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 the Securities Administrator 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, first lien, fixed 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”) to BSABS I. Wells Fargo Bank, National
      Association will act as master servicer of the Mortgage Loans (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 seller and company, Wells Fargo Bank, National Association,
      as
      Master Servicer and securities administrator (the “Securities Administrator”)
      and U.S. 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 United
      States Person and a Permitted Transferee, (ii) the transfer of any Ownership
      Interest in this Certificate will be conditioned upon the delivery to the
      Securities Administrator of, among other things, an affidavit to the effect
      that
      it is a United States Person and 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 United States
      Person and 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
      Securities Administrator 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. 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 Securities Administrator 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 Securities Administrator in writing as specified in the Agreement.
      Notwithstanding the above, the final distribution on this Certificate will
      be
      made after due notice by the Securities Administrator of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Securities Administrator for that purpose
      and
      designated in such notice.

     

    No
      transfer of this Certificate shall be made to any person, unless the transferee
      provides either (i) a certification pursuant to section 7.02(b) of the Agreement
      or an (ii) Opinion of Counsel pursuant to section 7.02(b) of the Agreement,
      satisfactory to the Securities Administrator 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 ERISA or
      Section 4975 of the Code and will not subject the Trustee, Master Servicer,
      the
      Securities Administrator, or the Depositor to any obligation or liability in
      addition to those undertaken in the Agreement.

     

    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 or
      the
      Securities Administrator 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 and the Securities Administrator.

     

    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 Certificateholders under the Agreement from time to time
      by
      the parties thereto with the consent of the Holders of the Class or Classes
      of
      Certificates affected thereby evidencing over 50% of the Voting Rights of such
      Class or Classes. Any such consent by the 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
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable with the Securities
      Administrator upon surrender of this Certificate for registration of transfer
      at
      the offices or agencies maintained by the Securities Administrator for such
      purposes, duly endorsed by, or accompanied by a written instrument of transfer
      in form satisfactory to the Securities Administrator 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 Securities Administrator 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 Securities Administrator,
      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 Securities Administrator, the Trustee or
      any
      such agent shall be affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby (other
      than the obligations to make payments to 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 and disposition of all
      property acquired upon foreclosure or deed in lieu of foreclosure of any
      Mortgage Loan and (B) the remittance of all funds due under the Agreement,
      or
      (ii) the optional repurchase by the party named in the Agreement of all the
      Mortgage Loans and other related assets of the Trust Fund 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 Mortgage Loans is less than or equal to a certain percentage of the
      aggregate Stated Principal Balance of the 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 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
      Securities Administrator by manual signature, this Certificate shall not be
      entitled to any benefit under the Agreement, or be valid for any
      purpose.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



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

    


    
      	
              Dated:
                June 30, 2006

            	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION,

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    


    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


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

    


    
      	 	 	
              WELLS
                FARGO BANK, NATIONAL 

              ASSOCIATION,
                

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    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

    


    This
      assignee should include the following for purposes of distribution:

    


    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      

    
      	
              to

            	 	
              ,

            
	
              for
                the account of

            	 	
              ,

            
	
              account
                number___________, or, if mailed by check, to

            	 	
              ,

            
	
              Applicable
                statements should be mailed to

            	 	
              ,

            
	 	
              .

            


    

    


    
      	
              This
                information is provided by

            	 	
              ,

            
	
              the
                assignee named above, or

            	 	
              ,

            
	
              as
                its agent.

            	 	 


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      B

    


    MORTGAGE
      LOAN SCHEDULE

    
STATE           ZIP CODE           CITY1                               PROPTYPE                          CURRENT_GROSS_COUPON       SERV_FEE
--------------------------------------------------------------------------------------------------------------------------------------------
CO                80123          LITTLETON                           Single Family                                  6.5               0.25
TX                76011          ARLINGTON                           Single Family                                6.875               0.25
MD                20743          CAPITOL HEIGHTS                     Single Family                                7.375               0.25
MO                63136          ST. LOUIS                           Single Family                                8.875               0.25
MD                21206          BALTIMORE                           Single Family                                7.625               0.25
NC                28636          Hiddenite                           Single Family                                    8               0.25
WI                53222          MILWAUKEE                           2-4 Family                                   9.375               0.25
IN                46055          Mc Cordsville                       PUD                                           7.75               0.25
OR                97701          BEND                                Single Family                                6.375               0.25
MD                20905          SILVER SPRING                       Single Family                                 7.75               0.25
VA                23462          VIRGINIA BEACH                      Single Family                                7.875               0.25
AZ                85323          AVONDALE                            PUD                                           7.25               0.25
VA                22554          Stafford                            Single Family                                  7.5               0.25
MD                20886          Gaithersburg                        PUD                                            7.5               0.25
DC                20002          Washington                          2-4 Family                                   6.625               0.25
VA                23112          Midlothian                          Single Family                                  7.5               0.25
DC                20002          Washington                          Single Family                                  7.5               0.25
DC                20011          Washington                          Townhouse                                    7.625               0.25
VA                22182          Vienna                              Single Family                                7.375               0.25
VA                23030          Charles City                        Single Family                                7.875               0.25
VA                22026          Dumfries                            PUD                                           7.75               0.25
GA                30360          DORAVILLE                           Single Family                                    7               0.25
MD                20906          Silver Spring                       Condominium                                    7.5               0.25
VA                20191          Reston                              Single Family                                    7               0.25
VA                22407          Fredericksburg                      Single Family                                  7.5               0.25
VA                22601          Winchester                          Townhouse                                     8.25               0.25
TX                77505          Pasadena                            PUD                                            7.5               0.25
VA                22030          Fairfax                             PUD                                            7.5               0.25
MD                20720          Bowie                               PUD                                           7.25               0.25
VA                22030          Fairfax                             PUD                                          6.375               0.25
MD                21218          Baltimore                           2-4 Family                                     6.5               0.25
GA                30620          Bethlehem                           Single Family                                    7               0.25
MA                 2026          Dedham                              Single Family                                  7.5               0.25
MD                21122          Pasadena                            PUD                                          7.125               0.25
MD                20774          Upper Marlboro                      PUD                                          7.125               0.25
MD                21074          Hampstead                           Single Family                                6.875               0.25
GA                31211          Macon                               Single Family                                 8.75               0.25
MD                21227          Baltimore                           2-4 Family                                   6.875               0.25
TN                37863          Pigeon Forge                        PUD                                          8.875               0.25
MD                21237          ROSEDALE                            Single Family                                6.875               0.25
MD                21163          GRANITE                             Condominium                                   7.75               0.25
TN                37876          Sevierville                         PUD                                           7.25               0.25
DE                19702          NEWARK                              PUD                                          7.125               0.25
MD                21213          Baltimore                           Townhouse                                        7               0.25
IL                60639          Chicago                             2-4 Family                                   7.875               0.25
MD                20705          BELTSVILLE                          Single Family                                6.375               0.25
MD                21774          New Market                          Single Family                                 7.25               0.25
VA                22204          Arlington                           Condominium                                   7.25               0.25
IL                61104          Rockford                            2-4 Family                                       9               0.25
MD                20722          Brentwood                           2-4 Family                                   6.875               0.25
GA                30180          Villa Rica                          Single Family                                 7.25               0.25
MD                20724          LAUREL                              PUD                                          7.375               0.25
NY                11566          MERRICK                             Single Family                                6.875               0.25
VA                20180          Lovettsville                        PUD                                          7.125               0.25
MI                49224          Albion                              Single Family                                 7.75               0.25
CT                 6511          New Haven                           Single Family                                7.625               0.25
GA                31907          COLUMBUS                            Single Family                                7.375               0.25
MO                64111          KANSAS CITY                         Single Family                                  7.5               0.25
TX                77450          KATY                                PUD                                              6               0.25
UT                84043          SARATOGA SPRINGS                    PUD                                          7.625               0.25
CO                80909          Colorado Springs                    Single Family                                7.625               0.25
VA                23235          RICHMOND                            Single Family                                 6.75               0.25
MD                21090          LINTHICUM HEIGHTS                   2-4 Family                                   6.875               0.25
NJ                 7090          WESTFIELD                           Single Family                                    7               0.25
CA                93230          HANFORD                             Single Family                                 7.75               0.25
VA                23220          RICHMOND                            Condominium                                  7.125               0.25
TN                37206          NASHVILLE                           Single Family                                    8               0.25
TN                37055          DICKSON                             Single Family                                    9               0.25
NJ                 7106          NEWARK                              Single Family                                7.125               0.25
TN                37209          NASHVILLE                           Condominium                                  6.625               0.25
PA                17601          LANCASTER                           Single Family                                6.375               0.25
MD                21146          SEVERNA PARK                        Single Family                                6.875               0.25
VA                24019          ROANOKE                             Single Family                                7.625               0.25
VA                20191          RESTON                              PUD                                              8               0.25
FL                32164          PALM COAST                          Single Family                                 7.75               0.25
NJ                 8740          OCEAN GATE                          Single Family                                 7.75               0.25
FL                33314          DAVIE                               Condominium                                    6.5               0.25
FL                32505          PENSACOLA                           Single Family                                7.875               0.25
PA                19380          West Chester                        2-4 Family                                    6.75               0.25
NJ                 7111          Irvington                           2-4 Family                                   6.875               0.25
FL                33881          WINTER HAVEN                        PUD                                           6.75               0.25
FL                33437          BOYNTON BEACH                       Single Family                                6.625               0.25
DC                20011          Washington                          Single Family                                6.875               0.25
MA                 2128          EAST BOSTON                         2-4 Family                                   7.875               0.25
CT                 6907          STAMFORD                            Condominium                                  7.875               0.25
MD                21239          BALTIMORE                           2-4 Family                                   6.875               0.25
MD                20874          GERMANTOWN                          Townhouse                                    6.875               0.25
PA                19380          West Chester                        2-4 Family                                    6.75               0.25
NY                10573          Port Chester                        2-4 Family                                     6.5               0.25
NY                13502          Utica                               2-4 Family                                    7.99               0.25
FL                32778          Tavares                             Single Family                                8.375               0.25
NY                11550          Hempstead                           Single Family                                7.125               0.25
NY                11207          Brooklyn                            2-4 Family                                    7.25               0.25
NY                11590          Westbury                            Single Family                                    7               0.25
NY                11221          Brooklyn                            2-4 Family                                    7.25               0.25
DC                20018          Washington                          Single Family                                    6               0.25
MD                20910          Silver Spring                       Hi-Rise Condo                                  7.5               0.25
DC                20018          Washington                          Single Family                                    6               0.25
MD                20745          Oxon Hill                           Townhouse                                      7.5               0.25
NC                27292          Lexington                           Single Family                                7.375               0.25
NJ                 7885          WHARTON BOROUGH                     Single Family                                 7.25               0.25
NC                28516          BEAUFORD                            Single Family                                7.625               0.25
NJ                 8086          WEST DEPTFORD                       Condominium                                   7.25               0.25
NJ                 7104          NEWARK                              2-4 Family                                   7.375               0.25
NJ                 7757          OCEANPORT                           Single Family                                7.625               0.25
NJ                 8046          WILLINGBORO TOWNSHIP                Single Family                                8.125               0.25
NJ                 8037          HAMMONTON                           Single Family                                8.625               0.25
NJ                 8401          ATLANTIC CITY                       2-4 Family                                    7.75               0.25
NJ                 7666          TEANECK TOWNSHIP                    2-4 Family                                   8.375               0.25
FL                32822          ORLANDO                             Condominium                                   7.25               0.25
NJ                 7104          NEWARK                              2-4 Family                                   8.125               0.25
NJ                 7103          Newark                              2-4 Family                                    7.25               0.25
NJ                 7050          ORANGE                              2-4 Family                                    7.25               0.25
NY                11783          SEAFORD                             Single Family                                6.875               0.25
NJ                 8016          BURLINGTON                          Single Family                                    8               0.25
NJ                 7109          BELLEVILLE TOWNSHIP                 Single Family                                 7.75               0.25
MI                49444          MUSKEGON HEIGHTS                    Single Family                                    8               0.25
TX                78725          Austin                              PUD                                           7.25               0.25
FL                33143          MIAMI                               Condominium                                  8.375               0.25
TX                78520          BROWNSVILLE                         PUD                                           7.25               0.25
FL                33023          PEMBROKE PINES                      Single Family                                6.875               0.25
MI                48209          DETROIT                             2-4 Family                                       7               0.25
CA                91204          GLENDALE                            2-4 Family                                    8.25               0.25
WA                98117          Seattle                             Single Family                                  7.5               0.25
TX                78214          San Antonio                         Single Family                                 8.25               0.25
TX                77433          Cypress                             PUD                                          6.875               0.25
CA                91702          Azusa                               Single Family                                  7.5               0.25
OR                97045          OREGON CITY                         Single Family                                  7.5               0.25
FL                33033          Homestead                           Single Family                                 6.75               0.25
TX                77064          Houston                             PUD                                          7.375               0.25
TX                77378          Willis                              Single Family                                8.625               0.25
VA                22554          STAFFORD                            Single Family                                    7               0.25
TX                78045          Laredo                              Condominium                                  6.875               0.25
TX                77373          Spring                              Single Family                                 7.75               0.25
TX                77373          Spring                              PUD                                           7.75               0.25
WA                98371          Puyallup                            Single Family                                6.625               0.25
TX                78566          LOS FRESNOS                         Single Family                                7.875               0.25
TX                78745          AUSTIN                              Single Family                                 7.75               0.25
FL                33142          Miami                               Condominium                                  8.875               0.25
FL                33178          Doral                               Condominium                                  8.875               0.25
NJ                 7652          Borough of Paramus                  Single Family                                 7.25               0.25
NJ                 7647          Northvale                           Single Family                                6.875               0.25
NJ                 8609          Trenton                             2-4 Family                                   7.875               0.25
NJ                 7106          Newark                              2-4 Family                                   7.375               0.25
CT                 6112          Hartford                            2-4 Family                                    8.25               0.25
NJ                 7060          North Plainfield                    2-4 Family                                   8.375               0.25
MA                 2126          Mattapan                            2-4 Family                                   8.375               0.25
NM                87048          CORRALES                            Single Family                                 7.25               0.25
MI                49426          HUDSONVILLE                         Single Family                                7.875               0.25
CO                80012          AURORA                              PUD                                          7.625               0.25
MN                55363          Montrose                            Single Family                                6.375               0.25
LA                70737          Gonzales                            Single Family                                7.125               0.25
AL                36561          Orange Beach                        PUD                                          6.375               0.25
FL                32413          Panama City Beach                   Condominium                                  6.875               0.25
FL                34787          Winter Garden                       PUD                                              7               0.25
AL                35128          Pell City                           Single Family                                6.875               0.25
TN                37421          Chattanooga                         Single Family                                 7.25               0.25
FL                34691          Holiday                             Single Family                                7.375               0.25
FL                32808          Orlando                             2-4 Family                                   7.625               0.25
FL                32804          Orlando                             Single Family                                6.875               0.25
MS                39350          Philadelphia                        Single Family                                7.875               0.25
GA                30533          Dahlonega                           Single Family                                7.875               0.25
FL                33708          Saint Petersburg                    Single Family                                 6.75               0.25
TN                37216          Nashville                           Single Family                                6.875               0.25
AL                36108          Montgomery                          Single Family                                7.375               0.25
FL                33803          Lakeland                            2-4 Family                                    7.25               0.25
FL                34223          Englewood                           Condominium                                  6.875               0.25
TN                37122          Mount Juliet                        Single Family                                6.875               0.25
FL                33705          Saint Petersburg                    Condominium                                    7.5               0.25
AL                35504          Jasper                              Single Family                                    7               0.25
FL                32566          Navarre                             PUD                                           6.75               0.25
TN                37086          La Vergne                           Single Family                                  6.5               0.25
FL                32810          Orlando                             PUD                                           7.75               0.25
AL                36301          Dothan                              Single Family                                  6.5               0.25
MS                39211          Jackson                             Single Family                                 7.25               0.25
LA                70056          Gretna                              PUD                                          7.375               0.25
TN                37721          Corryton                            Single Family                                6.375               0.25
GA                30011          Auburn                              PUD                                          7.375               0.25
TN                37115          Madison                             2-4 Family                                   7.375               0.25
KY                42320          Beaver Dam                          Single Family                                7.375               0.25
TN                37914          Knoxville                           Single Family                                7.875               0.25
FL                34491          Summerfield                         PUD                                          7.625               0.25
GA                30188          WOODSTOCK                           PUD                                              7               0.25
GA                30179          TEMPLE                              Single Family                                7.625               0.25
GA                30127          POWDER SPRINGS                      Single Family                                  7.5               0.25
GA                30344          EAST POINT                          Single Family                                  7.5               0.25
AL                36870          PHENIX CITY                         Single Family                                7.625               0.25
GA                30349          COLLEGE PARK                        Single Family                                  7.5               0.25
GA                30294          ELLENWOOD                           Single Family                                8.375               0.25
GA                30058          LITHONIA                            Single Family                                 7.75               0.25
GA                30040          CUMMING                             PUD                                            7.5               0.25
GA                30058          LITHONIA                            PUD                                            8.5               0.25
GA                30517          BRASELTON                           Single Family                                 7.75               0.25
NC                28211          CHARLOTTE                           Single Family                                 7.25               0.25
GA                30043          LAWRENCEVILLE                       Single Family                                 7.25               0.25
MO                64850          NEOSHO                              Single Family                                8.125               0.25
GA                30076          ROSWELL                             PUD                                           7.25               0.25
GA                31904          COLUMBUS                            Single Family                                 7.75               0.25
TN                37321          DAYTON                              Single Family                                  7.5               0.25
GA                31548          Kingsland                           Single Family                                6.875               0.25
NY                11211          BROOKLYN                            2-4 Family                                     7.5               0.25
NJ                 7522          Paterson                            2-4 Family                                       7               0.25
NJ                 7095          Woodbridge                          2-4 Family                                     7.5               0.25
PA                19139          Philadelphia                        Townhouse                                     7.75               0.25
PA                19104          Philadelphia                        Single Family                                7.875               0.25
NY                11713          Bellport                            Single Family                                8.875               0.25
PA                18966          Holland                             Single Family                                  7.5               0.25
NJ                 8527          Jackson                             Single Family                                    7               0.25
PA                17803          LANCASTER                           2-4 Family                                    8.75               0.25
PA                19150          Philadelphia                        Townhouse                                    7.375               0.25
NJ                 7064          Port Reading                        2-4 Family                                     7.5               0.25
CT                 6067          Rocky Hill                          2-4 Family                                   7.875               0.25
CT                 6902          Stamford                            Condominium                                  7.125               0.25
FL                32159          Lady Lake                           2-4 Family                                   6.875               0.25
FL                32159          Lady Lake                           2-4 Family                                   6.875               0.25
NY                11942          East Quogue                         Single Family                                6.625               0.25
NY                11793          WANTAGH                             Single Family                                  6.5               0.25
NY                11217          BROOKLYN                            2-4 Family                                   7.875               0.25
NY                11706          BAY SHORE                           Single Family                                 6.75               0.25
NY                11726          Copiague                            Single Family                                6.875               0.25
NY                11545          OLD BROOKVILLE                      Single Family                                 6.75               0.25
FL                32159          Lady Lake                           2-4 Family                                   6.875               0.25
CT                 6870          GREENWICH                           Single Family                                7.125               0.25
FL                32159          Lady Lake                           2-4 Family                                   6.875               0.25
IL                61853          Mahomet                             Single Family                                  7.5               0.25
NJ                 8103          CAMDEN                              Single Family                                 7.25               0.25
PA                19055          BRISTOL TWP                         Single Family                                8.375               0.25
NJ                 8103          CAMDEN                              Townhouse                                        7               0.25
NJ                 8103          CAMDEN                              Townhouse                                        7               0.25
NJ                 8103          CAMDEN                              Single Family                                 7.25               0.25
NJ                 8103          CAMDEN                              Single Family                                    7               0.25
AZ                85364          YUMA                                Single Family                                7.375               0.25
AZ                85364          YUMA                                Single Family                                 7.25               0.25
TX                78664          ROUND ROCK                          Single Family                                7.875               0.25
CO                80129          HIGHLANDS RANCH                     PUD                                           7.25               0.25
AZ                85364          YUMA                                Single Family                                7.375               0.25
AZ                85349          SAN LUIS                            Single Family                                7.375               0.25
AZ                85364          YUMA                                Single Family                                 7.25               0.25
CA                92251          IMPERIAL                            Single Family                                6.375               0.25
AR                72774          West Fork                           Single Family                                 8.25               0.25
TX                75214          Dallas                              2-4 Family                                    7.75               0.25
TX                75024          Plano                               Single Family                                  8.5               0.25
TX                78147          Poth                                Single Family                                    8               0.25
TX                75189          Royse City                          Single Family                                 7.75               0.25
TX                75228          Dallas                              Single Family                                 7.75               0.25
TX                78746          Austin                              Single Family                                 6.75               0.25
TX                75287          Dallas                              Single Family                                7.375               0.25
TX                75070          Mckinney                            Single Family                                7.875               0.25
TX                75069          Mckinney                            Single Family                                8.625               0.25
CA                90066          Los Angeles                         Single Family                                6.625               0.25
TX                77079          Houston                             PUD                                            7.5               0.25
CO                80102          Bennett                             Single Family                                7.125               0.25
TX                77489          Missouri City                       Single Family                                 6.75               0.25
GA                30045          Lawrenceville                       Single Family                                7.375               0.25
NC                27613          Raleigh                             PUD                                          7.375               0.25
MI                48879          Saint Johns                         Single Family                                8.875               0.25
NJ                 7055          Passaic                             Single Family                                 7.75               0.25
MN                56377          Sartell                             Single Family                                 7.25               0.25
NJ                 8724          Brick                               Condominium                                  7.375               0.25
NJ                 8757          Toms River                          Single Family                                6.625               0.25
MD                21702          FREDERICK                           PUD                                          6.625               0.25
NV                89123          Las Vegas                           PUD                                              7               0.25
GA                30157          DALLAS                              Single Family                                7.375               0.25
DC                20018          WASHINGTON                          Condominium                                    7.5               0.25
FL                33064          POMPANO BEACH                       2-4 Family                                   8.875               0.25
CA                92395          Victorville                         2-4 Family                                   7.375               0.25
CA                90039          Los Angeles                         Single Family                                  7.5               0.25
TX                78045          LAREDO                              Single Family                                 7.25               0.25
NY                10031          NEW YORK                            2-4 Family                                   7.375               0.25
MD                21210          Baltimore                           Single Family                                 7.25               0.25
TX                77084          HOUSTON                             PUD                                          7.375               0.25
AZ                86426          Fort Mohave                         PUD                                           7.25               0.25
NH                 3450          Harrisville                         Single Family                                6.375               0.25
MN                55429          Crystal                             Single Family                                7.625               0.25
CA                90731          San Pedro                           2-4 Family                                   6.875               0.25
CA                95658          NEWCASTLE                           2-4 Family                                   6.875               0.25
GA                30045          LAWRENCEVILLE                       Single Family                                6.875               0.25
GA                30016          Covington                           PUD                                            7.5               0.25
TX                78501          MCALLEN                             Single Family                                6.875               0.25
AZ                85226          CHANDLER                            Single Family                                 8.25               0.25
NC                27614          Raleigh                             Condominium                                  9.625               0.25
TX                78541          EDINBURG                            Single Family                                 7.75               0.25
WA                98036          BRIER                               Single Family                                  7.5               0.25
TX                79938          El Paso                             Single Family                                  7.5               0.25
CA                92234          Cathedral City                      Condominium                                  7.875               0.25
FL                33940          Naples                              Condominium                                   6.75               0.25
TX                78504          Mcallen                             Single Family                                6.875               0.25
CA                92545          HEMET                               PUD                                           7.25               0.25
NJ                 7456          RINGWOOD                            Single Family                                6.875               0.25
TX                78596          Weslaco                             Single Family                                9.375               0.25
NJ                 7446          Ramsey                              Single Family                                  7.5               0.25
AZ                85204          Mesa                                Townhouse                                      7.5               0.25
AZ                85048          PHOENIX                             Single Family                                    7               0.25
NJ                 8232          Pleasantville                       Single Family                                8.375               0.25
AZ                85383          Peoria                              PUD                                           6.75               0.25
FL                34744          Kissimmee                           PUD                                          6.875               0.25
FL                34744          Kissimmee                           PUD                                              7               0.25
AZ                85022          Phoenix                             PUD                                          7.375               0.25
NY                11213          Brooklyn                            2-4 Family                                   7.125               0.25
GA                30248          LOCUST GROVE                        PUD                                          7.375               0.25
CA                92704          SANTA ANA                           Single Family                                6.375               0.25
NJ                 8882          South River                         Single Family                                 7.75               0.25
CA                92356          Lucerne Valley                      Single Family                                    7               0.25
VA                20110          Manassas                            Townhouse                                      7.5               0.25
CT                 6512          East Haven                          Single Family                                 8.25               0.25
PA                19124          Philadelphia                        Single Family                                    7               0.25
DE                19904          DOVER                               Townhouse                                     7.25               0.25
WA                98026          Edmonds                             PUD                                          7.125               0.25
MD                21206          Baltimore                           Single Family                                7.875               0.25
NJ                 7059          Warren                              Single Family                                 6.75               0.25
VA                22645          Middletown                          Single Family                                7.875               0.25
FL                33142          Miami                               2-4 Family                                     7.5               0.25
MD                20623          CHELTENHAM                          Single Family                                6.875               0.25
TX                78541          Edinburg                            Single Family                                 7.25               0.25
CA                92646          Huntington Beach                    Single Family                                 7.25               0.25
VA                22701          Culpeper                            PUD                                           7.25               0.25
AZ                85297          Gilbert                             Single Family                                7.875               0.25
MN                55316          Champlin                            Single Family                                6.875               0.25
CA                91423          Sherman Oaks                        Single Family                                 8.25               0.25
CA                92592          Temecula                            Single Family                                 7.75               0.25
NJ                 8087          LITTLE EGG HARBOR                   Condominium                                  8.125               0.25
MN                55106          Saint Paul                          Single Family                                 7.75               0.25
TX                79835          CANUTILLO                           Single Family                                7.625               0.25
NJ                 8902          NORTH BRUNSWICK                     Single Family                                8.875               0.25
MD                21236          BALTIMORE                           PUD                                          7.125               0.25
TX                79912          El Paso                             Single Family                                7.375               0.25
TX                78245          San Antonio                         PUD                                              8               0.25
PA                19128          PHILADELPHIA                        Single Family                                7.125               0.25
AZ                85719          Tucson                              Single Family                                  8.5               0.25
TX                78045          Laredo                              Single Family                                7.375               0.25
CA                91501          Burbank                             Single Family                                7.375               0.25
TX                78572          Mission                             Single Family                                  7.5               0.25
CA                95648          Lincoln                             PUD                                          6.375               0.25
CA                95833          Sacramento                          PUD                                            6.5               0.25
NJ                 8242          Rio Grande                          PUD                                           7.25               0.25
CA                91335          Reseda                              Single Family                                  6.5               0.25
TX                75126          Forney                              Single Family                                7.875               0.25
TX                77095          Houston                             PUD                                            7.5               0.25
TX                76063          MANSFIELD                           PUD                                          7.375               0.25
MN                55371          Princeton                           Single Family                                7.875               0.25
GA                30071          Norcross                            Single Family                                  7.5               0.25
TX                77493          Katy                                PUD                                          7.375               0.25
FL                32092          Saint Augustine                     PUD                                           6.25               0.25
MA                 1108          Springfield                         2-4 Family                                   6.875               0.25
TX                75231          DALLAS                              Single Family                                7.875               0.25
TX                76065          Midlothian                          PUD                                          7.125               0.25
TX                77373          Spring                              PUD                                           7.75               0.25
FL                32254          Jacksonville                        Single Family                                  7.5               0.25
IL                61704          Bloomington                         Single Family                                  7.5               0.25
GA                30233          Jackson                             Single Family                                7.125               0.25
IL                60426          Harvey                              Single Family                                7.375               0.25
TX                75070          Mc Kinney                           PUD                                          7.625               0.25
TX                76014          Arlington                           Single Family                                 7.25               0.25
TX                75094          Murphy                              Single Family                                    7               0.25
TX                77550          Galveston                           Single Family                                  7.5               0.25
MA                 1040          Holyoke                             2-4 Family                                   6.875               0.25
SC                29625          Anderson                            Single Family                                 7.25               0.25
OH                43213          Whitehall                           Single Family                                    8               0.25
TX                76060          KENNEDALE                           Single Family                                 7.25               0.25
NC                27513          Cary                                Condominium                                  7.875               0.25
IN                46321          Munster                             Single Family                                    7               0.25
VA                23704          Portsmouth                          Single Family                                8.125               0.25
IL                60064          North Chicago                       Single Family                                 6.75               0.25
IL                60630          Chicago                             Single Family                                 7.75               0.25
TX                77550          Galveston                           Single Family                                  7.5               0.25
TX                77095          Houston                             PUD                                          7.625               0.25
OK                74055          Owasso                              PUD                                           7.75               0.25
TX                75234          Farmers Branch                      Single Family                                    8               0.25
TX                77471          Rosenberg                           Single Family                                8.125               0.25
TX                77493          KATY                                PUD                                          7.875               0.25
TX                77573          League City                         PUD                                          7.875               0.25
GA                30014          Covington                           2-4 Family                                    8.75               0.25
TX                76227          AUBREY                              PUD                                              7               0.25
AZ                85041          Phoenix                             PUD                                           6.25               0.25
TX                75401          GREENVILLE                          Single Family                                8.375               0.25
TX                75217          Dallas                              Single Family                                 8.75               0.25
TX                75071          Mckinney                            PUD                                           7.25               0.25
TX                75069          Mckinney                            Single Family                                 7.25               0.25
TX                76227          Aubrey                              PUD                                          7.125               0.25
TX                75230          Dallas                              Condominium                                   6.75               0.25
FL                32259          Jacksonville                        PUD                                            7.5               0.25
TX                75034          FRISCO                              PUD                                          7.375               0.25
LA                70458          NORTH SHORE                         2-4 Family                                     6.5               0.25
TX                78634          Hutto                               PUD                                            7.5               0.25
TX                76054          Hurst                               PUD                                          7.875               0.25
IL                60630          Chicago                             2-4 Family                                    7.25               0.25
MN                56308          ALEXANDRIA                          Single Family                                  7.5               0.25
MN                55904          Rochester                           Single Family                                7.625               0.25
NJ                 8109          Merchantville                       2-4 Family                                   7.625               0.25
TX                75159          Seagoville                          Single Family                                 8.75               0.25
TX                78745          AUSTIN                              PUD                                            7.5               0.25
TX                77449          Katy                                PUD                                          7.375               0.25
TX                76209          Denton                              Single Family                                    8               0.25
CA                92024          ENCINITAS                           Single Family                                7.125               0.25
NC                27526          Fuquay Varina                       Single Family                                7.875               0.25
FL                34711          CLERMONT                            Single Family                                7.625               0.25
MS                39042          BRANDON                             Single Family                                  7.5               0.25
UT                75220          DALLAS                              Single Family                                 6.75               0.25
FL                32708          WINTER SPRINGS                      PUD                                          6.875               0.25
GA                30039          SNELLVILLE                          PUD                                          7.875               0.25
MD                21211          Baltimore                           Single Family                                6.375               0.25
MD                21409          Annapolis                           Single Family                                6.875               0.25
PA                18466          Tobyhanna                           PUD                                           8.75               0.25
MA                 1201          Pittsfield                          2-4 Family                                   7.125               0.25
FL                33179          MIAMI                               Hi-Rise Condo                                  7.5               0.25
CA                94591          Vallejo                             2-4 Family                                   7.375               0.25
SC                29651          GREER                               Single Family                                  7.5               0.25
TX                75007          CARROLLTON                          Single Family                                 7.25               0.25
SC                29650          Greer                               Single Family                                  7.5               0.25
GA                30047          Lilburn                             Single Family                                7.125               0.25
OR                97013          CANBY                               Single Family                                6.875               0.25
WA                98682          Vancouver                           PUD                                          7.375               0.25
WA                98682          Vancouver                           PUD                                          7.375               0.25
CA                93422          Atascadero                          Single Family                                6.125               0.25
MD                20784          Hyattsville                         Single Family                                  7.5               0.25
CO                80537          Loveland                            PUD                                           6.25               0.25
OR                97459          NORTH BEND                          Single Family                                8.125               0.25
AZ                85282          Tempe                               Single Family                                6.625               0.25
TX                77539          Dickinson                           Single Family                                7.625               0.25
TN                37813          Morristown                          Single Family                                  7.5               0.25
NV                89509          Reno                                Condominium                                  8.125               0.25
AZ                85339          Laveen                              PUD                                          6.625               0.25
KY                40444          Lancaster                           Single Family                                  7.5               0.25
NJ                 7740          Long Branch                         2-4 Family                                    7.75               0.25
RI                 2886          Warwick                             Single Family                                    7               0.25
GA                30116          Carrollton                          Single Family                                8.125               0.25
CA                94591          VALLEJO                             2-4 Family                                   6.875               0.25
KY                40385          WACO                                2-4 Family                                    7.75               0.25
CA                93446          Paso Robles                         Single Family                                6.875               0.25
MD                21114          Crofton                             Single Family                                7.125               0.25
CA                92404          San Bernardino                      Single Family                                6.625               0.25
FL                33803          Lakeland                            Single Family                                 7.25               0.25
CA                92127          SAN DIEGO                           PUD                                           6.75               0.25
FL                32725          Deltona                             Single Family                                  7.5               0.25
OR                97212          PORTLAND                            Single Family                                7.375               0.25
AZ                85242          Queen Creek                         Single Family                                6.875               0.25
SC                29728          Pageland                            Single Family                                  7.5               0.25
FL                33870          Sebring                             2-4 Family                                    7.75               0.25
WA                99202          Spokane                             Single Family                                  7.5               0.25
GA                30102          ACWORTH                             Single Family                                    8               0.25
CA                95215          Stockton                            Single Family                                  6.5               0.25
TX                76179          Saginaw                             Single Family                                7.875               0.25
CA                95662          Orangevale                          Single Family                                7.375               0.25
CA                95928          Chico                               2-4 Family                                    7.75               0.25
CA                92551          Moreno Valley                       Single Family                                 6.75               0.25
MD                20724          Laurel                              Single Family                                    7               0.25
OR                97355          Lebanon                             Single Family                                 8.25               0.25
CA                94619          Oakland                             Single Family                                 6.75               0.25
CA                93402          LOS OSOS                            Single Family                                7.125               0.25
WA                98902          AHTANUM                             Single Family                                6.875               0.25
CA                95991          Yuba City                           Single Family                                7.375               0.25
FL                33870          Sebring                             Single Family                                 7.75               0.25
FL                34949          Fort Pierce                         Single Family                                6.875               0.25
TX                78729          AUSTIN                              2-4 Family                                   7.375               0.25
AZ                85215          Mesa                                Condominium                                    7.5               0.25
FL                33527          Dover                               Single Family                                    7               0.25
CA                90732          San Pedro                           Condominium                                   7.25               0.25
TN                37814          Morristown                          Single Family                                  7.5               0.25
SC                29575          MYRTLE BEACH                        Condominium                                    7.5               0.25
CA                93926          GONZALES                            2-4 Family                                    6.75               0.25
CA                93405          San Luis Obispo                     Single Family                                 6.75               0.25
SC                29657          Liberty                             Single Family                                6.875               0.25
AZ                85251          Scottsdale                          Condominium                                    7.5               0.25
CA                93446          Paso Robles                         Single Family                                7.125               0.25
CA                93446          PASO ROBLES                         Single Family                                6.375               0.25
FL                32118          Daytona Beach                       Condominium                                    7.5               0.25
FL                34746          Kissimmee                           PUD                                              7               0.25
TX                78729          Austin                              2-4 Family                                    7.75               0.25
ID                83858          RATHDRUM                            Single Family                                  7.5               0.25
CA                94546          Castro Valley                       Single Family                                 7.25               0.25
FL                33412          West Palm Beach                     Single Family                                7.625               0.25
MD                20874          Germantown                          PUD                                           6.75               0.25
KY                40214          LOUISVILLE                          Single Family                                 8.25               0.25
IN                46816          FORT WAYNE                          Single Family                                8.125               0.25
OH                45015          HAMILTON                            Single Family                                7.125               0.25
IN                46825          Fort Wayne                          Single Family                                7.875               0.25
KY                40258          LOUISVILLE                          Single Family                                 6.75               0.25
KY                40229          LOUISVILLE                          Single Family                                 6.75               0.25
IN                47130          UTICA                               Single Family                                  7.5               0.25
OH                43110          Canal Winchester                    Single Family                                7.375               0.25
TN                37062          FAIRVIEW                            Single Family                                  6.5               0.25
TN                37075          HENDERSONVILLE                      Single Family                                 6.75               0.25
IN                46052          LEBANON                             Single Family                                7.375               0.25
KY                40514          LEXINGTON                           Single Family                                    7               0.25
KY                42501          SOMERSET                            Single Family                                  6.5               0.25
TN                37205          NASHVILLE                           Condominium                                    8.5               0.25
FL                32303          Tallahassee                         Condominium                                  6.875               0.25
KY                40218          Louisville                          Single Family                                  7.5               0.25
IN                47129          Clarksville                         Single Family                                    7               0.25
OH                43068          REYNOLDSBURG                        Single Family                                 8.25               0.25
KY                42553          SCIENCE HILL                        2-4 Family                                   7.625               0.25
IN                46807          FORT WAYNE                          Single Family                                7.875               0.25
IN                46231          INDIANAPOLIS                        Single Family                                8.375               0.25
OH                44314          AKRON                               Single Family                                 7.25               0.25
IN                46310          DEMOTTE                             Single Family                                6.875               0.25
IN                47150          NEW ALBANY                          Single Family                                 7.25               0.25
IN                47122          GEORGETOWN                          Single Family                                  6.5               0.25
IN                47130          JEFFERSONVILLE                      Single Family                                  7.5               0.25
KY                42501          somerset                            Single Family                                 6.75               0.25
IN                46808          FORT WAYNE                          Single Family                                8.125               0.25
KY                40208          LOUISVILLE                          Condominium                                  7.375               0.25
IN                47102          AUSTIN                              Single Family                                  7.5               0.25
KY                40291          LOUISVILLE                          Single Family                                8.375               0.25
KY                40258          LOUISVILLE                          Single Family                                7.625               0.25
OH                44314          AKRON                               Single Family                                6.875               0.25
IN                46806          FORT WAYNE                          Single Family                                8.125               0.25
IN                47172          Sellersburg                         Single Family                                6.875               0.25
IN                46236          INDIANAPOLIS                        Single Family                                7.875               0.25
KY                40214          LOUISVILLE                          Single Family                                 8.25               0.25
WY                82935          GREEN RIVER                         2-4 Family                                    8.25               0.25
HI                96778          Pahoa                               Single Family                                6.875               0.25
CO                80002          Arvada                              Single Family                                 6.75               0.25
CA                92704          Santa Ana                           Condominium                                   8.75               0.25
WI                53081          Sheboygan                           Single Family                                7.125               0.25
WI                53221          Milwaukee                           Single Family                                    7               0.25
CO                80206          Denver                              Condominium                                   7.25               0.25
CO                81637          Gypsum                              Single Family                                 7.25               0.25
WY                82414          Cody                                Single Family                                6.875               0.25
VA                22315          Alexandria                          Hi-Rise Condo                                7.875               0.25
VA                22101          Mclean                              Condominium                                    6.5               0.25
FL                33143          South Miami                         Single Family                                 6.75               0.25
NJ                 8093          Westville                           Condominium                                  7.125               0.25
VA                22152          SPRINGFIELD                         Single Family                                  7.5               0.25
VA                23666          Hampton                             Single Family                                  7.5               0.25
VA                22041          Falls Church                        Single Family                                  7.5               0.25
TX                78747          AUSTIN                              Condominium                                   6.75               0.25
HI                96782          PEARL CITY                          PUD                                          7.625               0.25
NE                68116          OMAHA                               Single Family                                7.375               0.25
OK                74015          CATOOSA                             2-4 Family                                     7.5               0.25
TX                78260          SAN ANTONIO                         Single Family                                  7.5               0.25
OK                74015          CATOOSA                             2-4 Family                                     7.5               0.25
SC                29673          Piedmont                            Single Family                                  7.5               0.25
SC                29153          Sumter                              Single Family                                    9               0.25
SC                29063          Irmo                                Single Family                                 7.25               0.25
AZ                85086          ANTHEM                              PUD                                          7.125               0.25
SC                29577          Myrtle Beach                        Single Family                                7.375               0.25
SC                29169          West Columbia                       Single Family                                7.875               0.25
AZ                85705          Tucson                              2-4 Family                                     7.5               0.25
TX                78212          San Antonio                         2-4 Family                                    7.25               0.25
AZ                85242          Queen Creek                         Single Family                                6.875               0.25
AZ                85730          Tucson                              PUD                                          7.875               0.25
IN                46074          Westfield                           PUD                                           7.75               0.25
AZ                85705          Tucson                              2-4 Family                                     7.5               0.25
AZ                85747          Tucson                              Single Family                                    8               0.25
MO                64089          Smithville                          Single Family                                  6.5               0.25
AZ                85353          Tolleson                            PUD                                          7.875               0.25
TN                37067          Franklin                            Single Family                                7.625               0.25
IL                60628          Chicago                             Single Family                                7.875               0.25
AZ                85706          Tucson                              Single Family                                 8.75               0.25
MO                64068          Liberty                             Single Family                                6.875               0.25
TX                77584          Pearland                            PUD                                          7.625               0.25
AZ                85365          Yuma                                Single Family                                 7.25               0.25
AZ                85018          Phoenix                             Condominium                                  7.375               0.25
IL                60156          Lake In The Hills                   Condominium                                  7.125               0.25
TX                77061          Houston                             Single Family                                7.625               0.25
AZ                85712          Tucson                              Single Family                                 8.25               0.25
AZ                85379          Surprise                            PUD                                          7.625               0.25
TX                77571          La Porte                            PUD                                           7.25               0.25
IA                52806          Davenport                           Single Family                                7.875               0.25
AZ                85014          Phoenix                             Single Family                                  7.5               0.25
MO                64134          Kansas City                         Single Family                                    9               0.25
TX                77042          HOUSTON                             Condominium                                      9               0.25
TX                78006          BOERNE                              2-4 Family                                    7.25               0.25
TX                78203          San Antonio                         Single Family                                    8               0.25
TX                77338          HUMBLE                              PUD                                          7.625               0.25
TX                77338          HUMBLE                              PUD                                          7.625               0.25
CO                80620          EVANS                               Townhouse                                    7.625               0.25
TX                77840          COLLEGE STATION                     2-4 Family                                   8.875               0.25
TX                78032          HELOTES                             Single Family                                 7.75               0.25
TX                77386          SPRING                              PUD                                          7.625               0.25
TX                77338          HUMBLE                              PUD                                          7.625               0.25
CO                80620          EVANS                               Townhouse                                    7.625               0.25
TX                78250          SAN ANTONIO                         PUD                                          8.875               0.25
TX                77396          Humble                              PUD                                          7.875               0.25
TX                77396          HUMBLE                              PUD                                           8.25               0.25
TX                77338          Humble                              PUD                                            9.5               0.25
TX                77338          HUMBLE                              Single Family                                7.625               0.25
TX                77338          HUMBLE                              Single Family                                7.625               0.25
CO                80537          LOVELAND                            Single Family                                 7.25               0.25
TX                77045          HOUSTON                             Single Family                                 8.75               0.25
TX                77386          SPRING                              PUD                                          7.625               0.25
TX                78239          WINDCREST                           Single Family                                 7.25               0.25
TX                77396          Humble                              Single Family                                7.875               0.25
TX                77073          HOUSTON                             Single Family                                7.625               0.25
TX                77338          HUMBLE                              Single Family                                7.625               0.25
TX                78861          HONDO                               PUD                                          6.625               0.25
TX                77584          PEARLAND                            PUD                                          6.875               0.25
TX                77373          SPRING                              PUD                                          7.875               0.25
TX                77474          SEALY                               Single Family                                    7               0.25
TX                78239          WINDCREST                           Single Family                                7.125               0.25
AZ                85331          CAVE CREEK                          Single Family                                7.625               0.25
FL                32829          ORLANDO                             PUD                                          7.375               0.25
FL                33837          Davenport                           PUD                                            7.5               0.25
FL                32065          ORANGE PARK                         PUD                                           7.75               0.25
NC                28217          Charlotte                           Townhouse                                     7.25               0.25
FL                32210          JACKSONVILLE                        PUD                                           7.25               0.25
NC                28217          Charlotte                           PUD                                          7.625               0.25
NC                28217          Charlotte                           PUD                                           7.25               0.25
FL                33196          MIAMI                               Condominium                                  6.375               0.25
FL                33142          Miami                               Condominium                                  8.375               0.25
CA                91977          Spring Valley                       Single Family                                  6.5               0.25
CA                93535          Lancaster                           Single Family                                6.375               0.25
CA                92883          Corona                              Single Family                                  6.5               0.25
CA                91977          Spring Valley                       Single Family                                 7.25               0.25
CA                91911          Chula Vista                         Single Family                                  6.5               0.25
CA                93720          Fresno                              Single Family                                 7.25               0.25
AZ                85379          SURPRISE                            PUD                                           7.25               0.25
CA                92131          SAN DIEGO                           PUD                                          6.875               0.25
CA                92602          IRVINE                              Condominium                                  6.875               0.25
NV                89113          Las Vegas                           PUD                                          6.625               0.25
CA                95120          San Jose                            Single Family                                  6.5               0.25
FL                34747          Kissimmee                           Single Family                                 7.75               0.25
OH                43065          Powell                              PUD                                          6.875               0.25
NY                11719          Brookhaven                          Single Family                                5.875               0.25
TX                76116          Fort Worth                          Single Family                                7.125               0.25
NY                11205          Brooklyn                            Condominium                                  6.375               0.25
FL                34108          Naples                              Single Family                                    7               0.25
MA                 2189          WEYMOUTH                            Single Family                                  6.5               0.25
PA                15106          Carnegie                            Single Family                                 8.25               0.25
CT                 6786          Terryville                          Single Family                                    7               0.25
NJ                 8302          QUINTON                             Single Family                                 8.25               0.25
NY                12809          ARGYLE                              Single Family                                6.875               0.25
CT                 6810          Danbury                             Single Family                                 7.75               0.25
NY                11784          Selden                              Single Family                                 6.75               0.25
PA                18840          SAYRE                               Single Family                                 7.25               0.25
NY                14043          DEPEW                               2-4 Family                                   7.875               0.25
MA                 2740          NEW BEDFORD                         2-4 Family                                    8.25               0.25
CT                 6759          WINSTED                             Single Family                                8.375               0.25
CT                 6784          SHERMAN                             Single Family                                7.875               0.25
TX                76148          Watauga                             Single Family                                    7               0.25
OK                74066          Sapulpa                             Single Family                                7.375               0.25
TX                75089          Rowlett                             2-4 Family                                    7.25               0.25
OK                73020          Choctaw                             Single Family                                 6.75               0.25
OK                74701          Durant                              Single Family                                  6.5               0.25
MD                20639          Huntingtown                         Single Family                                 7.75               0.25
MD                20706          LANHAM                              Single Family                                 7.25               0.25
NC                27592          WILLOW SPRINGS                      Single Family                                 7.25               0.25
MD                20896          GARRETT PARK                        Single Family                                7.125               0.25
NC                27529          GARNER                              Single Family                                7.875               0.25
MD                20740          COLLEGE PARK                        Single Family                                7.125               0.25
MD                20737          Riverdale                           Single Family                                 7.75               0.25
MD                21227          Halethorpe                          Single Family                                6.625               0.25
NC                27529          GARNER                              PUD                                            7.5               0.25
MD                21851          POCOMOKE CITY                       PUD                                          6.875               0.25
VA                20120          SULLY STATION                       Single Family                                  7.5               0.25
MD                21208          BALTIMORE                           Single Family                                7.625               0.25
MD                21851          POCOMOKE CITY                       2-4 Family                                   6.875               0.25
MD                21851          POCOMOKE CITY                       2-4 Family                                   6.875               0.25
MD                20785          HYATTSVILLE                         Condominium                                  7.375               0.25
MD                20740          COLLEGE PARK                        Condominium                                  7.125               0.25
NC                27927          Corolla                             Single Family                                 6.75               0.25
VA                23703          Portsmouth                          Single Family                                 8.25               0.25
VA                23322          Chesapeake                          Single Family                                  7.5               0.25
MA                 1562          Spencer                             Single Family                                    8               0.25
VA                22443          Colonial Beach                      Single Family                                 7.25               0.25
MD                21114          Crofton                             PUD                                          6.625               0.25
MD                21078          Havre De Grace                      Single Family                                7.625               0.25
NJ                 7029          Harrison                            2-4 Family                                   6.625               0.25
MD                21001          Aberdeen                            Single Family                                  7.5               0.25
CT                 6787          Thomaston                           2-4 Family                                   7.125               0.25
RI                 2909          Providence                          2-4 Family                                    6.25               0.25
MA                 1460          Littleton                           Single Family                                6.625               0.25
MA                 1752          Marlborough                         Single Family                                7.375               0.25
NH                 3243          Hill                                Single Family                                  6.5               0.25
MD                21078          Havre De Grace                      2-4 Family                                    7.75               0.25
MA                 1844          Methuen                             Single Family                                6.375               0.25
VA                22553          Spotsylvania                        Single Family                                7.875               0.25
MA                 1845          North Andover                       2-4 Family                                    7.25               0.25
RI                 2895          Woonsocket                          Single Family                                 8.25               0.25
MD                20854          Potomac                             Single Family                                6.875               0.25
FL                33401          WEST PALM BEACH                     Single Family                                 6.75               0.25
FL                32829          ORLANDO                             PUD                                            6.5               0.25
VA                22153          Springfield                         Townhouse                                    6.875               0.25
MD                20901          SILVER SPRING                       Single Family                                7.375               0.25
MD                21075          HANOVER                             Condominium                                   6.75               0.25
VA                22901          CHARLOTTESVILLE                     Condominium                                   6.25               0.25
FL                34208          BRADENTON                           Single Family                                8.875               0.25
AZ                85757          Tucson                              PUD                                          6.875               0.25
VA                20171          Herndon                             Condominium                                  7.125               0.25
MD                20732          CHESAPEAK BCH                       Single Family                                7.625               0.25
NC                27610          Raleigh                             PUD                                              7               0.25
FL                33809          Lakeland                            PUD                                          7.125               0.25
MA                 2360          Plymouth                            2-4 Family                                   8.625               0.25
IL                61802          Urbana                              Townhouse                                    7.875               0.25
NM                87121          Albuquerque                         PUD                                          7.125               0.25
AL                35603          Decatur                             2-4 Family                                   7.625               0.25
VA                22701          CULPEPER                            PUD                                          7.875               0.25
NM                87121          Albuquerque                         PUD                                          7.125               0.25
GA                30311          Atlanta                             Single Family                                7.875               0.25
AL                35601          Decatur                             2-4 Family                                   7.625               0.25
MD                21037          EDGEWATER                           PUD                                          7.375               0.25
AZ                85085          Phoenix                             PUD                                          7.625               0.25
CA                91367          LOS ANGELES                         Single Family                                    7               0.25
TX                78247          San Antonio                         PUD                                          7.375               0.25
MA                 1537          North Oxford                        2-4 Family                                   6.875               0.25
FL                33177          Miami                               Single Family                                9.125               0.25
NV                89123          Las Vegas                           Single Family                                6.125               0.25
TX                76543          Killeen                             Single Family                                8.625               0.25
KS                66102          Kansas City                         2-4 Family                                   7.125               0.25
WI                54241          Two Rivers                          2-4 Family                                   6.875               0.25
UT                84117          Holladay                            PUD                                          6.875               0.25
CO                80603          Brighton                            Single Family                                 6.75               0.25
MO                63119          Saint Louis                         Single Family                                6.375               0.25
TX                78238          San Antonio                         Single Family                                7.875               0.25
NH                 3812          Bartlett                            Single Family                                7.625               0.25
IL                60605          Chicago                             Hi-Rise Condo                                 8.75               0.25
PA                18702          Wilkes Barre                        2-4 Family                                   8.875               0.25
TX                76039          Euless                              PUD                                          6.875               0.25
VA                23803          Petersburg                          Single Family                                5.875               0.25
MI                48125          Dearborn Heights                    Single Family                                7.875               0.25
OH                44107          Lakewood                            2-4 Family                                   6.875               0.25
OR                97212          Portland                            2-4 Family                                     7.5               0.25
NM                87105          Albuquerque                         Single Family                                 6.75               0.25
WI                54241          Two Rivers                          2-4 Family                                   6.875               0.25
FL                34471          Ocala                               Single Family                                7.625               0.25
MD                21122          PASADENA                            Single Family                                 6.75               0.25
AZ                85713          TUCSON                              Single Family                                7.375               0.25
MD                21409          GLEN BURNIE                         PUD                                           8.75               0.25
CA                91768          POMONA                              Single Family                                7.375               0.25
MD                21163          WOODSTOCK                           PUD                                            7.5               0.25
NV                89117          LAS VEGAS                           Single Family                                8.125               0.25
NC                27215          BURLINGTON                          Single Family                                 6.75               0.25
HI                96707          KAPOLEI                             Condominium                                  6.625               0.25
WA                98513          OLYMPIA                             PUD                                           7.25               0.25
AZ                85205          MESA                                2-4 Family                                   6.875               0.25
NJ                 8232          Pleasantville                       2-4 Family                                     7.5               0.25
NJ                 7003          Bloomfield                          2-4 Family                                    6.75               0.25
MD                20912          Takoma Park                         Single Family                                7.875               0.25
MD                20879          Gaithersburg                        PUD                                           7.75               0.25
NJ                 7003          Bloomfield                          Single Family                                7.375               0.25
FL                32713          Debary                              Single Family                                6.875               0.25
NJ                 7086          Weehawken                           Hi-Rise Condo                                  7.5               0.25
NY                10704          Yonkers                             2-4 Family                                       7               0.25
FL                33068          N Lauderdale                        Single Family                                 7.75               0.25
MD                20874          Germantown                          PUD                                          7.625               0.25
NJ                 7026          Garfield                            2-4 Family                                       7               0.25
MD                20879          Gaithersburg                        Townhouse                                    7.625               0.25
GA                30253          Mc Donough                          Single Family                                 7.25               0.25
GA                30058          Lithonia                            Single Family                                7.875               0.25
GA                30078          Snellville                          Single Family                                6.875               0.25
CA                90814          LONG BEACH                          Single Family                                 6.25               0.25
IN                46628          SOUTH BEND                          Single Family                                7.625               0.25
NY                10550          Mount Vernon                        2-4 Family                                     7.5               0.25
FL                34606          Spring Hill                         Single Family                                  6.5               0.25
NJ                 7748          Middletown                          Single Family                                  7.5               0.25
NY                10589          Somers                              Single Family                                  6.5               0.25
NJ                 8401          Atlantic City                       2-4 Family                                   6.625               0.25
CA                93268          TAFT                                Condominium                                   6.75               0.25
PA                19440          Hatfield                            Single Family                                6.376               0.25
PA                18951          Quakertown                          PUD                                            6.5               0.25
PA                18969          souderton                           Single Family                                  6.5               0.25
AZ                85224          Chandler                            Single Family                                7.625               0.25
CA                92117          SAN DIEGO                           Single Family                                 7.25               0.25
MO                65625          Cassville                           Single Family                                  6.5               0.25
NY                11779          Ronkonkoma                          Single Family                                7.625               0.25
MA                 1830          Haverhill                           Single Family                                7.375               0.25
NY                11581          Valley Stream                       Single Family                                 7.25               0.25
CO                80021          WESTMINSTER                         Single Family                                    7               0.25
VA                22042          FALLS CHURCH                        Single Family                                6.875               0.25
CO                80229          DENVER                              Single Family                                7.875               0.25
MD                20637          HUGHESVILLE                         PUD                                          6.625               0.25
KY                40117          EKRON                               Single Family                                 6.75               0.25
OH                43119          GALLOWAY                            Single Family                                 7.75               0.25
AZ                85303          GLENDALE                            Single Family                                7.625               0.25
AZ                85085          PHOENIX                             PUD                                           7.75               0.25
AZ                85041          PHOENIX                             PUD                                          7.125               0.25
KS                66215          LENEXA                              Single Family                                 7.75               0.25
FL                32801          Orlando                             Condominium                                  6.875               0.25
FL                33040          Key West                            Single Family                                7.375               0.25
FL                33127          Miami                               Single Family                                7.125               0.25
FL                33012          Hialeah                             Single Family                                 7.25               0.25
FL                32526          Pensacola                           Single Family                                7.875               0.25
FL                32229          Jacksonville                        Condominium                                    7.5               0.25
AL                36582          THEODORE                            Single Family                                    8               0.25
SC                29153          Sumter                              Single Family                                    9               0.25
SC                29681          Simpsonville                        Single Family                                  7.5               0.25
FL                32092          Saint Augustine                     PUD                                           7.75               0.25
GA                31064          Monticello                          Single Family                                6.875               0.25
SC                29108          Newberry                            Single Family                                    9               0.25
GA                30281          Stockbridge                         PUD                                          7.625               0.25
SC                29642          Easley                              Single Family                                7.125               0.25
FL                32210          Jacksonville                        Single Family                                7.125               0.25
GA                31419          Savannah                            PUD                                           6.75               0.25
GA                30533          Dahlonega                           Single Family                                 8.75               0.25
SC                29108          Newberry                            Single Family                                    9               0.25
GA                31405          Savannah                            2-4 Family                                   7.875               0.25
SC                29642          Easley                              Single Family                                7.625               0.25
FL                32256          Jacksonville                        PUD                                          7.625               0.25
SC                29445          Goose Creek                         Single Family                                7.375               0.25
SC                29651          Greer                               Single Family                                7.875               0.25
SC                29054          Gilbert                             Single Family                                  7.5               0.25
SC                29150          Sumter                              Single Family                                    9               0.25
GA                31308          ELLABELL                            Single Family                                 7.25               0.25
SC                29646          Greenwood                           Single Family                                8.625               0.25
SC                29662          Mauldin                             PUD                                           7.25               0.25
SC                29203          Columbia                            Single Family                                    9               0.25
SC                29150          Sumter                              Single Family                                    9               0.25
SC                29112          North                               Single Family                                8.375               0.25
AZ                85243          QUEEN CREEK                         PUD                                          6.875               0.25
TX                75098          Wylie                               Single Family                                 8.25               0.25
MD                21009          ABINGDON                            PUD                                           7.25               0.25
UT                84025          FARMINGTON                          Single Family                                7.125               0.25
NV                89131          LAS VEGAS                           Single Family                                  7.5               0.25
FL                33603          Tampa                               Single Family                                 8.25               0.25
GA                30273          Rex                                 Single Family                                 6.25               0.25
GA                30228          Hampton                             Single Family                                7.625               0.25
NC                27526          Fuquay Varina                       Single Family                                6.625               0.25
GA                30132          Dallas                              PUD                                           7.75               0.25
GA                30016          Covington                           PUD                                          7.125               0.25
NC                28205          Charlotte                           2-4 Family                                   7.625               0.25
FL                33606          Tampa                               Single Family                                6.625               0.25
NC                27604          Raleigh                             PUD                                          7.875               0.25
NC                27713          Durham                              PUD                                              8               0.25
NC                28305          Fayetteville                        Single Family                                8.125               0.25
GA                30067          Marietta                            Condominium                                   6.75               0.25
FL                32908          Palm Bay                            Single Family                                7.625               0.25
GA                30019          Dacula                              Single Family                                7.625               0.25
FL                34232          Sarasota                            Single Family                                8.125               0.25
GA                30228          Hampton                             Single Family                                6.875               0.25
GA                30013          Conyers                             Single Family                                 8.25               0.25
GA                30004          Alpharetta                          PUD                                          7.375               0.25
FL                34741          Kissimmee                           Townhouse                                    7.375               0.25
FL                33178          DORAL                               Condominium                                  7.375               0.25
GA                30102          Acworth                             Single Family                                7.375               0.25
SC                29710          Clover                              Single Family                                  7.5               0.25
GA                30350          Atlanta                             PUD                                           6.75               0.25
NC                28209          Charlotte                           Single Family                                    8               0.25
GA                30039          Snellville                          Single Family                                 7.75               0.25
GA                30058          LITHONIA                            Single Family                                7.125               0.25
FL                33434          Boca Raton                          PUD                                            6.5               0.25
GA                30094          Conyers                             PUD                                          8.125               0.25
GA                30017          Grayson                             PUD                                          6.875               0.25
FL                33905          Fort Myers                          Single Family                                7.625               0.25
GA                30533          Dahlonega                           Single Family                                8.375               0.25
GA                30308          Atlanta                             Condominium                                    7.5               0.25
GA                30045          Lawrenceville                       Single Family                                7.625               0.25
GA                30506          Gainesville                         Single Family                                8.375               0.25
GA                30101          Acworth                             Single Family                                 7.25               0.25
FL                32771          Sanford                             PUD                                           6.75               0.25
GA                30228          Hampton                             Single Family                                8.375               0.25
FL                32779          Longwood                            PUD                                           6.75               0.25
GA                30022          Alpharetta                          Townhouse                                     6.25               0.25
NC                28078          Huntersville                        PUD                                          6.625               0.25
FL                33461          Lake Worth                          PUD                                          6.375               0.25
NC                28677          Statesville                         2-4 Family                                   7.625               0.25
GA                30052          Loganville                          Single Family                                 8.25               0.25
FL                32967          Vero Beach                          Single Family                                7.875               0.25
GA                30067          Marietta                            Single Family                                6.875               0.25
FL                33913          Fort Myers                          Condominium                                   7.75               0.25
NY                11590          Westbury                            Single Family                                7.875               0.25
VA                23692          GRAFTON                             Single Family                                    9               0.25
FL                32225          JACKSONVILLE                        PUD                                          6.875               0.25
FL                32218          JACKSONVILLE                        Single Family                                  7.5               0.25
CA                90044          LOS ANGELES                         2-4 Family                                    7.25               0.25
CA                91306          Canoga Park                         Single Family                                 7.25               0.25
FL                33618          CRYSTAL BEACH                       2-4 Family                                       8               0.25
NY                10010          New York                            2-4 Family                                   7.375               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
OH                43202          COLUMBUS                            2-4 Family                                   5.875               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
OH                44062          MIDDLEFIELD                         Single Family                                6.625               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
OH                44333          FAIRLAWN                            Single Family                                  6.5               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
OH                43202          COLUMBUS                            2-4 Family                                    5.99               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
UT                84098          Park City                           Condominium                                   7.25               0.25
UT                84120          Salt Lake Cty                       Single Family                                7.875               0.25
UT                84120          Salt Lake City                      2-4 Family                                   7.125               0.25
UT                84098          PARK CITY                           Condominium                                   7.75               0.25
FL                33850          Lake Alfred                         2-4 Family                                   7.375               0.25
MN                55117          Saint Paul                          Single Family                                7.875               0.25
TX                77384          SPRING                              Townhouse                                    8.375               0.25
TX                75154          GLENN HEIGHTS                       Single Family                                7.625               0.25
TX                77099          HOUSTON                             PUD                                            8.5               0.25
TX                76126          FORT WORTH                          Single Family                                    7               0.25
TN                37188          WHITE HOUSE                         2-4 Family                                     7.5               0.25
TX                75056          THE COLONY                          Single Family                                 7.75               0.25
CA                93534          LANCASTER                           2-4 Family                                   6.875               0.25
TX                77077          HOUSTON                             Single Family                                7.375               0.25
TX                77087          HOUSTON                             Single Family                                7.375               0.25
MN                55441          PLYMOUTH                            Single Family                                6.875               0.25
TX                75150          MESQUITE                            Single Family                                7.125               0.25
AL                35816          HUNTSVILLE                          2-4 Family                                   6.875               0.25
TX                78526          BROWNSVILLE                         Single Family                                7.625               0.25
TX                78223          SAN ANTONIO                         2-4 Family                                   8.375               0.25
TX                77469          Richmond                            PUD                                          7.875               0.25
CA                95969          Paradise                            Single Family                                  7.5               0.25
WA                98366          PORT ORCHARD                        Single Family                                  6.5               0.25
NV                89121          LAS VEGAS                           Condominium                                  8.125               0.25
AZ                85925          EAGAR                               Single Family                                    7               0.25
SC                29910          BLUFFTON                            PUD                                          7.625               0.25
GA                30004          ALPHARETTA                          Single Family                                7.375               0.25
IL                60638          CHICAGO                             Single Family                                 7.25               0.25
WI                53142          KENOSHA                             Single Family                                6.875               0.25
MN                56468          NISSWA                              Single Family                                 7.75               0.25
WA                99336          KENNEWICK                           Single Family                                 7.25               0.25
GA                30213          FAIRBURN                            Single Family                                 7.25               0.25
TX                77396          HUMBLE                              PUD                                          7.625               0.25
IL                60097          WONDERLAKE                          Single Family                                  7.5               0.25
WA                99337          KENNEWICK                           Single Family                                  7.5               0.25
TX                77494          KATY                                PUD                                           7.25               0.25
TX                77584          PEARLAND                            Single Family                                6.875               0.25
TX                75206          DALLAS                              Condominium                                  7.125               0.25
WA                99301          PASCO                               Single Family                                6.875               0.25
FL                34654          NEW PORT RICHEY                     PUD                                          7.125               0.25
WA                99301          PASCO                               Single Family                                  7.5               0.25
IL                60115          DEKALB                              PUD                                            7.5               0.25
TX                77304          CONROE                              PUD                                            7.5               0.25
CO                80911          CO SPGS                             Single Family                                 7.25               0.25
WI                54949          MANAWA                              Single Family                                 7.75               0.25
AZ                85204          MESA                                Single Family                                7.375               0.25
GA                31313          HINESVILLE                          PUD                                          7.875               0.25
MN                55431          BLOOMINGTON                         Condominium                                  6.875               0.25
MN                55423          RICHFIELD                           Single Family                                  7.5               0.25
MN                55303          ANOKA                               Single Family                                 6.75               0.25
FL                33021          HOLLYWOOD                           Hi-Rise Condo                                7.125               0.25
MO                63090          WASHINGTON                          Condominium                                    7.5               0.25
MN                55330          ELK RIVER                           Single Family                                7.125               0.25
MN                55337          BURNSVILLE                          Single Family                                  7.5               0.25
IL                60477          ORLAND HILLS                        Single Family                                  7.5               0.25
MD                21783          SMITHSBURG                          Single Family                                6.875               0.25
TX                75491          WHITEWRIGHT                         Single Family                                    7               0.25
TX                76227          AUBREY                              PUD                                            7.5               0.25
TX                75707          Tyler                               Single Family                                    9               0.25
TX                75217          Dallas                              Single Family                                    8               0.25
TX                75238          DALLAS                              Single Family                                6.875               0.25
FL                32208          JACKSONVILLE                        Single Family                                    7               0.25
MD                21224          BALTIMORE                           2-4 Family                                    7.25               0.25
TX                76201          DENTON                              2-4 Family                                     7.5               0.25
TX                75035          FRISCO                              PUD                                           9.25               0.25
TX                76201          DENTON                              Single Family                                6.875               0.25
TX                75229          DALLAS                              Single Family                                7.125               0.25
TX                75757          BULLARD                             Single Family                                6.875               0.25
TX                75236          Dallas                              Single Family                                8.625               0.25
TX                75021          DENISON                             Single Family                                    8               0.25
TX                76132          BENBROOK                            PUD                                           7.25               0.25
TX                75652          HENDERSON                           Single Family                                   10               0.25
TX                75702          TYLER                               Single Family                                    9               0.25
TX                75204          DALLAS                              Hi-Rise Condo                                 7.25               0.25
TX                77840          COLLEGE STATION                     2-4 Family                                    7.25               0.25
TX                77707          BEAUMONT                            Single Family                                8.625               0.25
TX                75418          BONHAM                              Single Family                                    8               0.25
TX                79107          AMARILLO                            2-4 Family                                    9.25               0.25
NC                27406          GREENSBORO                          Single Family                                6.875               0.25
NC                27376          WEST END                            Single Family                                7.375               0.25
CO                80126          Highlands Ranch                     PUD                                            7.5               0.25
CA                92253          La Quinta                           PUD                                            6.5               0.25
CO                81504          Grand Junction                      PUD                                              7               0.25
MA                 2302          Brockton                            Single Family                                8.125               0.25
CA                90805          Long Beach                          2-4 Family                                     6.5               0.25
NM                87120          Albuquerque                         Single Family                                    8               0.25
NM                87124          Rio Rancho                          Single Family                                    8               0.25
NY                14120          North Tonawanda                     2-4 Family                                    8.75               0.25
FL                33712          Saint Petersburg                    Single Family                                    7               0.25
NC                28741          Highlands                           PUD                                           6.75               0.25
CA                94506          Danville                            PUD                                          6.625               0.25
FL                33705          Saint Petersburg                    Single Family                                    7               0.25
CA                93561          Tehachapi                           2-4 Family                                    7.25               0.25
ME                 4276          Rumford                             Single Family                                  7.5               0.25
TX                77385          Conroe                              PUD                                              8               0.25
CA                93401          San Luis Obispo                     Single Family                                7.375               0.25
FL                33701          Saint Petersburg                    2-4 Family                                       7               0.25
WA                98270          Marysville                          Single Family                                8.125               0.25
MA                 1089          West Springfield                    2-4 Family                                    8.25               0.25
FL                33713          Saint Petersburg                    2-4 Family                                       7               0.25
WA                98270          Marysville                          Single Family                                8.125               0.25
ID                83713          Boise                               Single Family                                 7.75               0.25
CA                91040          SUNLAND                             Single Family                                7.625               0.25
GA                30008          Marietta                            Single Family                                6.875               0.25
GA                30126          Mableton                            Single Family                                7.375               0.25
NC                27511          Cary                                Single Family                                    7               0.25
GA                30223          Griffin                             Single Family                                    7               0.25
GA                30116          Carrollton                          Single Family                                 8.75               0.25
GA                30152          Kennesaw                            Single Family                                 7.25               0.25
GA                30080          Smyrna                              Single Family                                7.375               0.25
GA                30188          Woodstock                           Single Family                                 7.25               0.25
GA                30213          Fairburn                            PUD                                           7.75               0.25
IL                60628          Chicago                             Single Family                                7.625               0.25
MO                63113          Saint Louis                         Single Family                                8.875               0.25
IN                46208          Indianapolis                        Single Family                                8.375               0.25
IN                46219          Indianapolis                        Single Family                                  8.5               0.25
TX                77382          THE WOODLANDS                       PUD                                           7.75               0.25
FL                32835          Orlando                             Condominium                                  7.625               0.25
MI                48038          Clinton Township                    Single Family                                    7               0.25
TX                75791          Whitehouse                          Single Family                                 6.75               0.25
AR                71602          White Hall                          Single Family                                  8.5               0.25
MO                64061          Kingsville                          Single Family                                7.375               0.25
FL                32818          Orlando                             Single Family                                6.875               0.25
FL                32084          Saint Augustine                     Single Family                                 8.25               0.25
FL                32563          Gulf Breeze                         Single Family                                 8.25               0.25
FL                32707          Casselberry                         Single Family                                    8               0.25
VA                22601          Winchester                          Single Family                                  7.5               0.25
FL                32084          St Augustine                        Single Family                                7.875               0.25
FL                34747          Kissimmee                           PUD                                           8.25               0.25
FL                33569          Riverview                           Single Family                                7.125               0.25
FL                32068          Middleburg                          Single Family                                 6.75               0.25
IL                62002          Alton                               Single Family                                8.125               0.25
FL                33323          Plantation                          Single Family                                  8.5               0.25
FL                33584          Seffner                             Single Family                                7.625               0.25
KY                40059          Prospect                            Single Family                                  7.5               0.25
FL                33647          Tampa                               PUD                                           8.25               0.25
AL                36695          Mobile                              PUD                                           7.25               0.25
IL                62040          Granite City                        Single Family                                7.625               0.25
FL                32250          Jacksonville                        Condominium                                  7.375               0.25
TN                37721          Corryton                            Single Family                                7.375               0.25
FL                32960          Vero Beach                          Single Family                                 6.75               0.25
GA                30035          Decatur                             Single Family                                6.625               0.25
FL                33412          West Palm Beach                     PUD                                          6.875               0.25
OH                43065          Powell                              PUD                                           7.25               0.25
NJ                 7747          Matawan                             Condominium                                  7.625               0.25
MI                48616          Chesaning                           Single Family                                  7.5               0.25
MA                 1834          Groveland                           Single Family                                7.375               0.25
NV                89109          Las Vegas                           Hi-Rise Condo                                6.625               0.25
NV                89149          Las Vegas                           PUD                                          7.375               0.25
CA                91356          Tarzana AREA                        Single Family                                    7               0.25
NV                89119          Las Vegas                           Condominium                                      8               0.25
CT                 6704          Waterbury                           2-4 Family                                       8               0.25
RI                 2904          North Providence                    Single Family                                8.625               0.25
NH                 3264          Plymouth                            Single Family                                 6.75               0.25
CT                 6519          New Haven                           2-4 Family                                   8.625               0.25
AR                72015          Benton                              Single Family                                7.625               0.25
OK                74012          Broken Arrow                        2-4 Family                                    7.75               0.25
NC                27701          Durham                              2-4 Family                                   7.875               0.25
AR                72120          Sherwood                            Single Family                                6.875               0.25
OK                74012          Broken Arrow                        2-4 Family                                    7.75               0.25
TN                37207          Nashville                           Single Family                                6.875               0.25
AR                72015          Benton                              Single Family                                7.625               0.25
NC                27701          Durham                              2-4 Family                                   7.875               0.25
OK                74012          Broken Arrow                        2-4 Family                                    7.75               0.25
NJ                 8302          Bridgeton                           2-4 Family                                   7.875               0.25
NJ                 8302          Bridgeton                           2-4 Family                                   7.875               0.25
CA                90505          TORRANCE                            2-4 Family                                    7.25               0.25
CA                91504          BURBANK                             PUD                                              8               0.25
CA                95630          FOLSOM                              Single Family                                 6.75               0.25
CA                91367          Woodland Hills                      Single Family                                  6.5               0.25
NV                89108          Las Vegas                           Condominium                                  8.875               0.25
CT                 6614          STRATFORD                           CO-OP                                          6.5               0.25
NC                28403          Wilmington                          Single Family                                  8.5               0.25
NC                28203          CHARLOTTE                           Single Family                                    8               0.25
WA                98056          renton                              Single Family                                  7.5               0.25
GA                30238          Jonesboro                           Single Family                                6.625               0.25
TX                77040          houston                             Townhouse                                      7.5               0.25
AZ                86001          FLAGSTAFF                           Single Family                                 6.75               0.25
TX                77049          houston                             PUD                                           6.75               0.25
AZ                85018          PHOENIX                             Single Family                                  7.5               0.25
CA                93560          rosamond                            2-4 Family                                   7.375               0.25
WA                99353          WEST RICHLAND                       Single Family                                7.875               0.25
NC                28215          CHARLOTTE                           Condominium                                      9               0.25
CA                92555          moreno valley                       Single Family                                6.625               0.25
SC                29621          ANDERSON                            Single Family                                 7.75               0.25
CO                80237          denver                              Single Family                                 8.25               0.25
FL                33407          West Palm Beach                     PUD                                              7               0.25
OH                45152          MORROW                              Single Family                                5.875               0.25
MD                20901          SILVER SPRING                       Single Family                                 6.75               0.25
AZ                86001          FLAGSTAFF                           2-4 Family                                    6.75               0.25
CT                 6605          Bridgeport                          CO-OP                                        6.125               0.25
CA                93536          Lancaster                           Single Family                                 7.75               0.25
CT                 6614          STRATFORD                           CO-OP                                        6.375               0.25
CA                94087          SUNNYVALE                           Single Family                                6.875               0.25
TX                77040          houston                             PUD                                              8               0.25
GA                30024          SUWANEE                             PUD                                          7.375               0.25
CO                80503          LONGMONT                            PUD                                          7.875               0.25
CA                93560          rosamond                            2-4 Family                                   6.625               0.25
TX                78244          San Antonio                         PUD                                          6.375               0.25
WA                98661          Vancouver                           Single Family                                 8.75               0.25
CA                92029          ESCONDIDO                           Condominium                                   7.25               0.25
CO                80109          castle roclk                        PUD                                            6.5               0.25
IL                60634          Chicago                             Single Family                                 8.75               0.25
SC                29621          ANDERSON                            Single Family                                 7.75               0.25
TX                77386          SPRING                              PUD                                              7               0.25
GA                30518          SUGARHILL                           Single Family                                6.375               0.25
GA                30052          LOGANVILLE                          PUD                                              7               0.25
AL                36272          PIEDMONT                            Single Family                                 7.25               0.25
GA                30043          LAWRENCEVILLE                       Single Family                                6.375               0.25
TX                77338          BORDERSVILLE                        2-4 Family                                    7.75               0.25
NV                89060          PAHRUMP                             Single Family                                 8.75               0.25
TX                77459          MISSOURI CITY                       Single Family                                7.625               0.25
GA                30017          GRAYSON                             Single Family                                7.375               0.25
TX                77532          Crosby                              PUD                                           7.25               0.25
TX                77591          TEXAS CITY                          Single Family                                6.875               0.25
TX                77338          HUMBLE                              2-4 Family                                    7.75               0.25
TN                37037          CHRISTIANA                          Single Family                                  7.5               0.25
VA                23451          VIRGINIA BCH                        Single Family                                 6.75               0.25
AL                35214          BIRMINGHAM                          Single Family                                7.375               0.25
AL                36109          MONTGOMERY                          Single Family                                    8               0.25
TX                77338          HUMBLE                              2-4 Family                                    7.75               0.25
TX                77598          FONDREN                             PUD                                           7.25               0.25
CO                80443          Copper Mountain                     Hi-Rise Condo                                 7.75               0.25
CO                80304          Boulder                             Single Family                                6.625               0.25
NV                89145          Las Vegas                           Single Family                                7.625               0.25
TX                76205          DENTON                              Single Family                                7.125               0.25
TX                76266          Sanger                              Single Family                                7.125               0.25
NJ                 7871          SPARTA                              Condominium                                   7.75               0.25
MD                21804          SALISBURY                           PUD                                          8.125               0.25
VA                22734          REMINGTON                           PUD                                          7.875               0.25
MD                21075          ELKRIDGE                            Condominium                                  7.875               0.25
MD                21085          Joppa                               PUD                                            7.5               0.25
VA                20186          WARRENTON                           PUD                                           6.75               0.25
MD                21043          ELLICOTT CITY                       Condominium                                  7.875               0.25
MD                20744          FT WASHINGTON                       Single Family                                8.125               0.25
NC                28079          HEMBY                               PUD                                           7.25               0.25
PA                19456          OAKS                                Single Family                                8.125               0.25
NJ                 7871          SPARTA                              Single Family                                7.625               0.25
NJ                 8302          SEABROOK                            Single Family                                 7.75               0.25
MD                20769          GLENN DALE                          PUD                                          7.625               0.25
SC                29710          LAKE WYLIE                          Townhouse                                    7.875               0.25
MD                20871          CLARKSBURG                          PUD                                            7.5               0.25
NJ                 8022          COLUMBUS                            Single Family                                    8               0.25
MD                21085          JOPPA                               PUD                                              8               0.25
NJ                 8302          SEABROOK                            Single Family                                 7.75               0.25
SC                29715          FORT MILL                           PUD                                           7.25               0.25
MD                21704          FREDERICK                           PUD                                           7.75               0.25
PA                18901          DOYLESTOWN                          Townhouse                                     7.75               0.25
TN                37397          Whitwell                            Single Family                                  7.5               0.25
GA                31907          Columbus                            Single Family                                7.875               0.25
FL                33614          Tampa                               Condominium                                   7.75               0.25
FL                33618          Tampa                               Condominium                                  7.875               0.25
GA                30180          Villa Rica                          PUD                                          7.875               0.25
GA                30004          Alpharetta                          PUD                                          7.625               0.25
CA                95825          Sacramento                          2-4 Family                                    8.75               0.25
FL                33160          N Miami Beach                       Single Family                                7.875               0.25
SC                29680          Simpsonville                        Single Family                                  7.5               0.25
AZ                85262          Scottsdale                          Single Family                                  6.5               0.25
AZ                85253          Paradise Valley                     Single Family                                6.875               0.25
AZ                85209          Mesa                                PUD                                           7.75               0.25
AZ                85213          MESA                                Condominium                                    7.5               0.25
AZ                85086          Anthem                              PUD                                            7.5               0.25
FL                33634          TAMPA                               Single Family                                  7.5               0.25
PA                19090          Willow Grove                        Single Family                                6.625               0.25
PA                17011          Camp Hill                           Single Family                                    7               0.25
PA                19131          Philadelphia                        2-4 Family                                     7.5               0.25
GA                30253          MCDONOUGH                           PUD                                           6.75               0.25
GA                30184          WHITE                               Single Family                                  7.5               0.25
GA                30236          JONESBORO                           PUD                                            7.5               0.25
GA                30252          MCDONOUGH                           Single Family                                 7.25               0.25
GA                30054          Oxford                              PUD                                          8.125               0.25
GA                30087          STONE MOUNTAIN                      PUD                                          7.375               0.25
GA                30121          CARTERSVILLE                        Single Family                                6.625               0.25
GA                30120          EUHARLEE                            Single Family                                7.125               0.25
GA                30045          LAWRENCEVILLE                       PUD                                          6.625               0.25
GA                30101          ACWORTH                             Single Family                                7.125               0.25
GA                30120          CARTERSVILLE                        PUD                                          7.125               0.25
GA                30120          Cartersville                        Single Family                                6.625               0.25
GA                30078          SNELLVILLE                          PUD                                          6.375               0.25
GA                30011          Auburn                              PUD                                           7.25               0.25
GA                30236          JONESBORO                           PUD                                              7               0.25
GA                30107          BALL GROUND                         Single Family                                7.875               0.25
GA                30213          FAIRBURN                            PUD                                          7.375               0.25
GA                30253          MCDONOUGH                           Townhouse                                     7.25               0.25
GA                30228          Hampton                             Single Family                                  7.5               0.25
GA                30121          Cartersville                        Single Family                                 7.25               0.25
GA                30228          Hampton                             PUD                                           8.25               0.25
GA                30349          College Park                        PUD                                            7.5               0.25
GA                30238          JONESBORO                           Single Family                                7.625               0.25
GA                30248          Locust Grove                        PUD                                          7.875               0.25
GA                30656          MONROE                              Single Family                                7.625               0.25
GA                30135          Douglasville                        PUD                                          7.875               0.25
GA                30680          WINDER                              Single Family                                  7.5               0.25
GA                30088          LITHONIA                            PUD                                            7.5               0.25
GA                30204          Barnesville                         Single Family                                6.875               0.25
GA                30223          Griffin                             2-4 Family                                   6.875               0.25
GA                30011          AUBURN                              PUD                                          7.875               0.25
GA                30294          ELLENWOOD                           PUD                                          6.875               0.25
GA                30039          Snellville                          PUD                                          6.875               0.25
GA                30349          COLLEGE PARK                        PUD                                            7.5               0.25
GA                30566          Oakwood                             PUD                                           8.25               0.25
GA                30066          Marietta                            Single Family                                6.875               0.25
GA                30656          Monroe                              Single Family                                  6.5               0.25
GA                30135          DOUGLASVILLE                        PUD                                           7.25               0.25
GA                30157          DALLAS                              PUD                                           6.75               0.25
NC                28262          CHARLOTTE                           PUD                                           7.25               0.25
GA                30236          JONESBORO                           Single Family                                7.125               0.25
GA                30184          WHITE                               Single Family                                7.875               0.25
GA                30349          Atlanta                             PUD                                          7.125               0.25
GA                30152          KENNESAW                            PUD                                          7.125               0.25
GA                30152          Kennesaw                            PUD                                           6.75               0.25
GA                30549          JEFFERSON                           Single Family                                7.125               0.25
GA                30331          ATLANTA                             PUD                                          7.875               0.25
GA                30054          Oxford                              PUD                                            7.5               0.25
GA                30034          DECATUR                             Single Family                                    7               0.25
GA                30680          WINDER                              Single Family                                 7.25               0.25
GA                30116          Carrollton                          Single Family                                7.375               0.25
GA                30127          Powder Springs                      PUD                                           7.25               0.25
GA                30016          COVINGTON                           PUD                                            7.5               0.25
GA                30656          Monroe                              Single Family                                 7.75               0.25
GA                30039          Snellville                          Single Family                                6.875               0.25
GA                30024          SUWANEE                             PUD                                           7.25               0.25
GA                30152          KENNESAW                            PUD                                          6.375               0.25
GA                30103          ADAIRSVILLE                         Single Family                                6.875               0.25
GA                30135          Douglasville                        PUD                                          7.625               0.25
GA                30052          LOGANVILLE                          PUD                                              7               0.25
GA                30093          Norcross                            Condominium                                      7               0.25
GA                30296          Riverdale                           PUD                                            7.5               0.25
GA                30043          LAWRENCEVILLE                       PUD                                           7.75               0.25
GA                30157          Dallas                              PUD                                           7.75               0.25
GA                30656          Monroe                              Single Family                                6.625               0.25
GA                30701          CALHOUN                             Single Family                                 6.75               0.25
GA                30039          SNELLVILLE                          PUD                                          7.375               0.25
NC                28269          Charlotte                           PUD                                            6.5               0.25
FL                33881          Winter Haven                        PUD                                          7.375               0.25
GA                30187          Winston                             Single Family                                7.125               0.25
GA                30011          Auburn                              PUD                                              7               0.25
NC                28262          CHARLOTTE                           PUD                                            7.5               0.25
GA                30101          Acworth                             PUD                                          7.875               0.25
IL                60632          CHICAGO                             Single Family                                7.375               0.25
CA                90277          REDONDO BEACH                       2-4 Family                                     6.5               0.25
HI                96792          WAIANAE                             Single Family                                 7.25               0.25
CA                90272          Los Angeles                         Single Family                                6.625               0.25
CO                81611          ASPEN                               Condominium                                   7.25               0.25
CA                92405          SAN BERNARDINO                      Condominium                                    6.5               0.25
FL                33012          HIALEAH                             Single Family                                 7.25               0.25
CA                90277          REDONDO BEACH                       Condominium                                   6.75               0.25
CA                92337          FONTANA                             Single Family                                6.875               0.25
RI                 2920          CRANSTON                            Single Family                                7.125               0.25
MI                49756          Lewiston                            Single Family                                7.125               0.25
TX                77377          Tomball                             PUD                                           8.75               0.25
MO                64123          ST LOUIS                            Single Family                                8.875               0.25
TX                75076          Pottsboro                           Single Family                                6.875               0.25
TX                75132          FATE                                PUD                                           7.25               0.25
IL                62305          Quincy                              Single Family                                8.375               0.25
TX                75092          SHERMAN                             Single Family                                    8               0.25
IL                61032          Freeport                            Single Family                                 8.25               0.25
OR                97381          Silverton                           PUD                                          7.625               0.25
TX                75057          Lewisville                          PUD                                          6.375               0.25
TX                77090          Houston                             PUD                                           7.75               0.25
AZ                85648          RIO RICO                            Single Family                                7.875               0.25
OK                74730          Calera                              Single Family                                  7.5               0.25
AZ                85730          Tucson                              Single Family                                7.125               0.25
TX                75057          Lewisville                          PUD                                          6.375               0.25
TX                75791          Whitehouse                          Single Family                                7.625               0.25
TX                77396          Humble                              PUD                                          7.875               0.25
TX                75488          TELEPHONE                           Single Family                                 8.75               0.25
TX                75165          Waxahachie                          PUD                                            7.5               0.25
NV                89511          Reno                                Single Family                                6.875               0.25
CA                95694          Winters                             Single Family                                8.125               0.25
GA                30094          Conyers                             PUD                                          7.125               0.25
GA                31410          Savannah                            PUD                                           6.75               0.25
FL                32086          Saint Augustine                     Single Family                                7.375               0.25
GA                30101          Acworth                             Single Family                                7.625               0.25
FL                33594          Valrico                             Single Family                                    8               0.25
GA                31525          Brunswick                           Single Family                                7.375               0.25
TN                37350          Lookout Mountain                    Single Family                                 6.25               0.25
GA                30315          Atlanta                             Single Family                                  7.5               0.25
GA                31523          Brunswick                           PUD                                            7.5               0.25
GA                31405          Savannah                            Condominium                                   8.25               0.25
GA                30024          Suwanee                             PUD                                            6.5               0.25
GA                31523          Brunswick                           Single Family                                6.625               0.25
GA                30329          Atlanta                             Single Family                                6.125               0.25
GA                30324          Atlanta                             Condominium                                   7.25               0.25
AL                36852          Cusseta                             Single Family                                7.125               0.25
GA                30263          Newnan                              Single Family                                 7.25               0.25
GA                31326          Rincon                              Single Family                                 7.25               0.25
TN                37377          Signal Mountain                     Single Family                                7.625               0.25
GA                30328          Atlanta                             Condominium                                  7.125               0.25
GA                31407          Port Wentworth                      Single Family                                  7.5               0.25
IN                46123          Avon                                Single Family                                7.125               0.25
GA                31313          Hinesville                          Single Family                                8.625               0.25
GA                31324          Richmond Hill                       PUD                                          6.125               0.25
VA                23225          Richmond                            Single Family                                  7.5               0.25
GA                30350          Atlanta                             Single Family                                    7               0.25
OH                45828          COLDWATER                           Single Family                                7.375               0.25
TX                78634          Hutto                               PUD                                            7.5               0.25
TX                75052          Grand Prairie                       Single Family                                  7.5               0.25
TX                76179          Saginaw                             PUD                                            8.5               0.25
TX                76179          Saginaw                             PUD                                            8.5               0.25
TX                77808          Bryan                               Single Family                                  7.5               0.25
TX                75052          Grand Prairie                       Single Family                                  7.5               0.25
MO                63304          Saint Charles                       Single Family                                 7.25               0.25
TX                76227          Aubrey                              PUD                                           8.25               0.25
TX                76133          Fort Worth                          2-4 Family                                     7.5               0.25
TX                75052          Grand Prairie                       Single Family                                7.375               0.25
TX                78210          San Antonio                         Single Family                                 8.75               0.25
TX                76179          Saginaw                             PUD                                            8.5               0.25
TX                76179          Saginaw                             PUD                                            8.5               0.25
TX                75081          Richardson                          2-4 Family                                    7.25               0.25
TX                75052          Grand Prairie                       Single Family                                  7.5               0.25
TX                75068          Little Elm                          PUD                                           8.25               0.25
TX                75208          Dallas                              Single Family                                7.625               0.25
TX                78634          Hutto                               PUD                                            7.5               0.25
TX                78253          San Antonio                         Single Family                                  7.5               0.25
LA                70401          Hammond                             2-4 Family                                   7.375               0.25
TX                76179          SAGINAW                             PUD                                            8.5               0.25
CA                95127          San Jose                            Single Family                                  7.5               0.25
AZ                85382          Peoria                              Single Family                                 7.25               0.25
IL                60432          Joliet                              2-4 Family                                   6.875               0.25
IL                60433          Joliet                              Single Family                                7.625               0.25
IN                46368          Portage                             Single Family                                 6.75               0.25
FL                34474          OCALA                               Single Family                                8.125               0.25
GA                30331          ATLANTA                             Single Family                                 7.25               0.25
GA                30024          SUWANEE                             PUD                                            7.5               0.25
GA                30041          Cumming                             PUD                                          7.875               0.25
VA                20152          CHANTILLY                           PUD                                          8.625               0.25
AZ                85339          PHOENIX                             PUD                                            8.5               0.25
MI                48442          HOLLY                               Condominium                                    8.5               0.25
GA                30331          ATLANTA                             PUD                                          6.625               0.25
NV                89015          HENDERSON                           PUD                                          7.625               0.25
NC                27513          CARY                                PUD                                          7.125               0.25
FL                34604          BROOKSVILLE                         Single Family                                7.125               0.25
VA                22079          LORTON                              PUD                                           8.25               0.25
AZ                85747          TUCSON                              PUD                                          7.125               0.25
VA                22303          ALEXANDRIA                          PUD                                           7.25               0.25
NM                87114          ALBUQUERQUE                         PUD                                           7.75               0.25
AZ                85339          LAVEEN                              Single Family                                 7.25               0.25
PA                19460          PHOENIXVILLE                        PUD                                           8.25               0.25
AZ                85086          ANTHEM                              Single Family                                8.375               0.25
NV                89122          LAS VEGAS                           PUD                                            7.5               0.25
FL                32224          JACKSONVILLE                        PUD                                          7.125               0.25
FL                34747          KISSIMMEE                           PUD                                           7.25               0.25
AZ                85086          ANTHEM                              PUD                                            7.5               0.25
NV                89131          LAS VEGAS                           PUD                                              7               0.25
AZ                85086          Anthem                              Single Family                                  7.5               0.25
FL                34747          KISSIMMEE                           PUD                                           6.75               0.25
MI                48187          Canton                              Single Family                                6.875               0.25
CA                92308          APPLE VALLEY                        PUD                                            7.5               0.25
FL                32819          ORLANDO                             Condominium                                  8.375               0.25
FL                34135          BONITA SPRINGS                      PUD                                            8.5               0.25
FL                34110          NAPLES                              PUD                                          8.125               0.25
IL                60014          CRYSTAL LAKE                        PUD                                          8.625               0.25
FL                32771          SANFORD                             Condominium                                  7.875               0.25
CA                93536          LANCASTER                           Single Family                                    7               0.25
CA                92584          MENIFEE                             Single Family                                7.875               0.25
NV                89015          HENDERSON                           PUD                                          6.875               0.25
CO                80132          MONUMENT                            PUD                                            8.5               0.25
IL                60046          LINDENHURST                         PUD                                            8.5               0.25
FL                32224          JACKSONVILLE                        PUD                                          7.375               0.25
OH                44011          AVON                                PUD                                          8.125               0.25
UT                84414          NORTH OGDEN                         Single Family                                7.375               0.25
UT                84403          Ogden                               2-4 Family                                   7.375               0.25
CO                81005          PUEBLO                              Single Family                                8.125               0.25
UT                84790          ST GEORGE                           Single Family                                  7.5               0.25
CO                81003          Pueblo                              Single Family                                7.625               0.25
UT                84341          Logan                               Single Family                                    8               0.25
CO                80918          CO SPGS                             Single Family                                 7.25               0.25
CO                80863          CRYSTOLA                            PUD                                            7.5               0.25
CO                81003          PUEBLO                              Single Family                                7.875               0.25
CO                80220          Denver                              Single Family                                7.375               0.25
CO                80904          CO SPGS                             2-4 Family                                   7.375               0.25
CO                80903          COLORADO SPRINGS                    Single Family                                  7.5               0.25
UT                84116          SALT LAKE CITY                      Single Family                                7.875               0.25
CO                80920          COLORADO SPRINGS                    Single Family                                7.625               0.25
UT                84401          Ogden                               2-4 Family                                   7.875               0.25
UT                84066          Roosevelt                           Single Family                                7.625               0.25
CO                80921          COLORADO SPRINGS                    Single Family                                6.875               0.25
UT                84043          LEHI                                Single Family                                    7               0.25
CO                80909          COLORADO SPRINGS                    Single Family                                  7.5               0.25
CO                80910          CO SPGS                             Condominium                                  7.625               0.25
CO                80909          COLORADO SPRINGS                    Single Family                                8.375               0.25
CO                81001          PUEBLO                              Single Family                                 7.75               0.25
NV                89129          LAS VEGAS                           PUD                                            7.5               0.25
NV                89148          Las Vegas                           Condominium                                   7.75               0.25
CA                92587          Canyon Lake                         PUD                                          8.875               0.25
CA                92595          Wildomar                            PUD                                          8.875               0.25
CA                92377          Rialto                              Single Family                                 8.75               0.25
CA                90277          Redondo Beach                       Condominium                                   6.75               0.25
TX                75189          ROYSE CITY                          Single Family                                7.375               0.25
NV                89131          Las Vegas                           PUD                                              7               0.25
NV                89115          North Las Vegas                     PUD                                          7.125               0.25
NV                89122          Las Vegas                           Single Family                                7.375               0.25
NV                89119          Las Vegas                           Single Family                                7.875               0.25
RI                 2896          NORTH SMITHFIELD                    2-4 Family                                    8.25               0.25
MI                48111          BELLEVILLE                          Single Family                                 7.25               0.25
IN                47243          HANOVER                             Single Family                                6.875               0.25
MA                 2169          QUINCY                              Hi-Rise Condo                                7.875               0.25
CT                 6281          WOODSTOCK                           Single Family                                6.875               0.25
IN                46217          INDIANAPOLIS                        PUD                                              7               0.25
NH                 3102          MANCHESTER                          2-4 Family                                       7               0.25
MA                 1606          worcester                           Single Family                                8.625               0.25
CT                 6234          Brooklyn                            Single Family                                 6.75               0.25
NH                 3102          MANCHESTER                          2-4 Family                                       7               0.25
RI                 2864          CUMBERLAND                          Single Family                                7.375               0.25
MA                 2119          ROXBURY                             Condominium                                   6.75               0.25
MA                 2186          MILTON                              Single Family                                7.625               0.25
MI                48122          MELVINDALE                          Condominium                                   6.75               0.25
MA                 2145          SOMERVILLE                          2-4 Family                                   7.875               0.25
NH                 3867          ROCHESTER                           2-4 Family                                   7.625               0.25
CA                93704          Fresno                              Single Family                                7.375               0.25
FL                34286          North Port                          Single Family                                8.375               0.25
FL                33991          Cape Coral                          Single Family                                6.875               0.25
TX                76426          Bridgeport                          Single Family                                6.375               0.25
MS                38801          Tupelo                              Single Family                                8.375               0.25
IN                46835          Fort Wayne                          Single Family                                8.125               0.25
OK                74354          Miami                               Single Family                                7.625               0.25
TX                78045          Laredo                              PUD                                          8.375               0.25
IN                47165          Pekin                               Single Family                                7.375               0.25
TX                75569          Nash                                Single Family                                  8.5               0.25
OH                44408          Columbiana                          Single Family                                  8.5               0.25
OK                74354          Miami                               Single Family                                7.625               0.25
TX                77381          The Woodlands                       PUD                                           7.25               0.25
FL                32065          Orange Park                         Single Family                                6.875               0.25
OK                74354          Miami                               Single Family                                7.625               0.25
WY                83101          Kemmerer                            Single Family                                7.375               0.25
UT                84074          STANSBURY PARK                      Single Family                                 6.75               0.25
UT                84120          WEST VALLEY CITY                    PUD                                          8.125               0.25
CA                95966          OROVILLE                            Single Family                                6.875               0.25
TX                76088          WEATHERFORD                         2-4 Family                                     7.5               0.25
AZ                85224          CHANDLER                            Single Family                                7.375               0.25
TX                75252          Dallas                              PUD                                           7.25               0.25
UT                84047          MIDVALE                             PUD                                           7.75               0.25
FL                32703          APOPKA                              PUD                                          8.875               0.25
CO                80205          Denver                              Single Family                                7.875               0.25
FL                32835          ORLANDO                             Single Family                                 7.75               0.25
UT                84107          MURRAY                              Condominium                                    7.5               0.25
FL                32003          ORANGE PARK                         Condominium                                    7.5               0.25
CA                90026          LOS ANGELES                         2-4 Family                                     7.5               0.25
CA                92126          SAN DIEGO                           Condominium                                  7.125               0.25
TX                76088          Weatherford                         2-4 Family                                     7.5               0.25
NC                28078          Huntersville                        Single Family                                    7               0.25
CO                80501          LONGMONT                            PUD                                            7.5               0.25
NV                89032          NORTH LAS VEGAS                     PUD                                          6.875               0.25
TX                79928          EL PASO                             Single Family                                7.625               0.25
TN                38401          COLUMBIA                            Single Family                                  7.5               0.25
AZ                85326          BUCKEYE                             PUD                                           7.25               0.25
TX                79904          EL PASO                             Single Family                                 7.75               0.25
AZ                85326          Buckeye                             PUD                                          7.375               0.25
CA                94565          PITTSBURG                           Single Family                                  7.5               0.25
IL                90110          CARPENTERSVILLE                     Single Family                                 8.25               0.25
NV                89115          NORTH LAS VEGAS                     PUD                                          8.875               0.25
NV                89081          NORTH LAS VEGAS                     PUD                                          8.625               0.25
VA                23703          Portsmouth                          Townhouse                                      7.5               0.25
VA                23321          Chesapeake                          Townhouse                                      7.5               0.25
VA                23707          Portsmouth                          Townhouse                                      7.5               0.25
VA                23435          Suffolk                             Condominium                                    7.5               0.25
VA                23707          Portsmouth                          Single Family                                  7.5               0.25
MD                21216          Baltimore                           Townhouse                                      7.5               0.25
MD                20785          Hyattsville                         Single Family                                    7               0.25
VA                23220          Richmond                            Single Family                                    8               0.25
VA                23523          Norfolk                             Single Family                                  7.5               0.25
VA                23503          Norfolk                             2-4 Family                                   7.375               0.25
VA                23321          Chesapeake                          Townhouse                                      7.5               0.25
VA                23703          Portsmouth                          Single Family                                  7.5               0.25
GA                30291          Union City                          Single Family                                7.375               0.25
GA                30314          Atlanta                             Single Family                                7.625               0.25
NJ                 7083          Union                               Single Family                                 7.25               0.25
CA                90272          Pacific Palisades                   Single Family                                7.875               0.25
NJ                 8753          Toms River                          Single Family                                7.875               0.25
NV                89146          Las Vegas                           Single Family                                  6.5               0.25
NV                89134          Las Vegas                           PUD                                            6.5               0.25
NV                89122          Las Vegas                           PUD                                              7               0.25
CA                91505          Burbank                             Single Family                                6.625               0.25
AZ                85323          Avondale                            PUD                                           8.75               0.25
NV                89101          Las Vegas                           Single Family                                  7.5               0.25
NV                89129          Las Vegas                           PUD                                          7.375               0.25
NV                89102          Las Vegas                           Single Family                                6.375               0.25
AZ                85243          Queen Creek                         PUD                                            7.5               0.25
NV                89108          Las Vegas                           PUD                                          7.375               0.25
AZ                85037          Phoenix                             Condominium                                  7.875               0.25
NV                89103          Las Vegas                           Single Family                                6.875               0.25
NV                89156          Las Vegas                           PUD                                          7.625               0.25
CA                92887          YORBA LINDA                         Single Family                                 8.75               0.25
IL                61241          Colona                              Single Family                                 7.75               0.25
FL                32209          Jacksonville                        2-4 Family                                   8.625               0.25
OR                97850          La Grande                           Single Family                                 6.75               0.25
AZ                85607          Douglas                             Single Family                                    7               0.25
LA                70121          Jefferson                           Single Family                                 6.25               0.25
FL                32209          Jacksonville                        Single Family                                7.125               0.25
MN                55912          Austin                              2-4 Family                                   8.625               0.25
NV                89130          Las Vegas                           Townhouse                                     7.25               0.25
MN                56098          Winnebago                           Single Family                                6.875               0.25
MD                21220          Middle River                        Townhouse                                    7.125               0.25
AZ                85268          FOUNTAIN HILLS                      Single Family                                 6.75               0.25
AZ                85013          PHOENIX                             Condominium                                   6.75               0.25
AZ                85258          SCOTTSDALE                          PUD                                          7.125               0.25
AZ                85367          YUMA                                Single Family                                6.875               0.25
AZ                85381          PEORIA                              Single Family                                6.875               0.25
AZ                85302          GLENDALE                            Single Family                                6.875               0.25
AZ                85020          PHOENIX                             2-4 Family                                     7.5               0.25
AZ                85326          BUCKEYE                             Single Family                                6.875               0.25
AZ                85232          Florence                            PUD                                              7               0.25
AZ                85041          Phoenix                             PUD                                           6.75               0.25
AZ                85213          MESA                                Single Family                                6.625               0.25
FL                32413          Panama City Beach                   Single Family                                  8.2               0.25
GA                31602          Valdosta                            Single Family                                 7.75               0.25
GA                31602          Valdosta                            Single Family                                 7.75               0.25
SC                29485          Summerville                         PUD                                          7.375               0.25
GA                30045          Lawrenceville                       Condominium                                   7.75               0.25
GA                31602          Valdosta                            Single Family                                 7.75               0.25
GA                30087          Stone Mountain                      Single Family                                7.375               0.25
GA                31602          Valdosta                            Single Family                                 7.75               0.25
GA                30534          Dawsonville                         Single Family                                  7.5               0.25
GA                30909          Augusta                             PUD                                            7.5               0.25
GA                30045          Lawrenceville                       Single Family                                8.125               0.25
GA                31602          Valdosta                            Single Family                                 7.75               0.25
GA                30189          Woodstock                           PUD                                          7.375               0.25
GA                30507          Gainesville                         Single Family                                7.375               0.25
GA                30078          Snellville                          2-4 Family                                   7.625               0.25
GA                30043          Lawrenceville                       Single Family                                7.875               0.25
FL                32541          Destin                              PUD                                          6.875               0.25
GA                30024          Suwanee                             PUD                                          6.875               0.25
GA                31602          VALDOSTA                            Single Family                                 7.75               0.25
GA                31602          Valdosta                            Single Family                                 7.75               0.25
NC                28115          Mooresville                         Single Family                                 7.25               0.25
GA                30078          Snellville                          2-4 Family                                   8.125               0.25
IN                46835          Fort Wayne                          Single Family                                 7.75               0.25
TX                76234          Decatur                             Single Family                                 7.75               0.25
TX                75126          Forney                              Single Family                                7.875               0.25
TX                76063          Mansfield                           Single Family                                  7.5               0.25
TX                75134          Lancaster                           Single Family                                 7.25               0.25
TX                75035          Frisco                              PUD                                           6.75               0.25
TX                75137          Duncanville                         PUD                                          7.625               0.25
TX                76137          Fort Worth                          Single Family                                7.625               0.25
TX                78617          Del Valle                           PUD                                           6.25               0.25
TX                76017          Arlington                           PUD                                           7.25               0.25
GA                30117          VILLA RICA                          2-4 Family                                       9               0.25
GA                31406          Savannah                            PUD                                          6.375               0.25
GA                30127          POWDER SPRINGS                      PUD                                          7.875               0.25
AL                36111          Montgomery                          Single Family                                6.375               0.25
TN                38028          Eads                                Single Family                                  6.5               0.25
GA                31820          Midland                             Single Family                                 6.25               0.25
GA                31322          Pooler                              PUD                                          6.375               0.25
AL                36695          Mobile                              Single Family                                    6               0.25
AL                36024          Eclectic                            Single Family                                6.375               0.25
GA                30043          LAWRENCEVILLE                       Single Family                                7.375               0.25
GA                30117          Carrollton                          2-4 Family                                   8.875               0.25
GA                31719          AMERICUS                            Single Family                                8.875               0.25
SC                29210          Columbia                            Single Family                                  7.5               0.25
AL                35053          CRANE HILL                          Single Family                                5.875               0.25
TN                37064          Franklin                            PUD                                           7.75               0.25
AL                35563          Guin                                Single Family                                 7.25               0.25
GA                30102          ACWORTH                             Single Family                                  7.5               0.25
GA                30605          Athens                              2-4 Family                                       7               0.25
TX                79912          El Paso                             Single Family                                 8.75               0.25
GA                30215          Fayetteville                        PUD                                          7.125               0.25
MI                48224          DETROIT                             Single Family                                 7.25               0.25
MI                48030          HAZEL PARK                          Single Family                                    8               0.25
MI                48072          BERKLEY                             Single Family                                 8.25               0.25
MI                48089          WARREN                              Single Family                                  7.5               0.25
MI                48341          Pontiac                             Single Family                                 7.25               0.25
MI                48221          Detroit                             2-4 Family                                     7.5               0.25
MI                48066          ROSEVILLE                           Single Family                                8.625               0.25
GA                30012          CONYERS                             Single Family                                8.375               0.25
PA                19120          Philadelphia                        Single Family                                6.875               0.25
PA                19020          Bensalem                            Condominium                                   7.75               0.25
NJ                 8406          Ventnor City                        2-4 Family                                    7.75               0.25
PA                19148          Phila                               Single Family                                    8               0.25
PA                18901          Doylestown                          2-4 Family                                    7.25               0.25
PA                19050          Lansdowne                           Townhouse                                      7.5               0.25
PA                19144          Philadelphia                        Single Family                                8.125               0.25
DE                19709          Middletown                          Single Family                                7.375               0.25
PA                19138          Philadelphia                        2-4 Family                                     7.5               0.25
PA                19018          Clifton Heights                     Single Family                                7.375               0.25
NJ                 8081          Sicklerville                        Condominium                                  7.125               0.25
NJ                 8049          Magnolia                            Single Family                                 8.25               0.25
PA                19116          Philadelphia                        2-4 Family                                   7.125               0.25
NJ                 8043          Voorhees                            Single Family                                7.875               0.25
DE                19804          Wilmington                          2-4 Family                                   7.625               0.25
NJ                 8234          Egg Harbor Township                 Single Family                                6.875               0.25
PA                19142          Philadelphia                        Townhouse                                        7               0.25
PA                19475          Spring City                         Single Family                                 7.25               0.25
PA                19026          Drexel Hill                         Single Family                                 7.25               0.25
NJ                 8094          FOLSOM                              Single Family                                 7.25               0.25
PA                19148          Philadelphia                        Townhouse                                        8               0.25
NJ                 8021          Lindenwold                          Single Family                                7.375               0.25
PA                19103          Philadelphia                        CO-OP                                          7.5               0.25
PA                19148          Philadelphia                        2-4 Family                                   6.875               0.25
PA                19380          West Chester                        Single Family                                7.875               0.25
NJ                 8618          Trenton                             Single Family                                7.375               0.25
PA                19143          Philadelphia                        2-4 Family                                    7.25               0.25
NJ                 8010          Beverly                             Single Family                                  7.5               0.25
NJ                 8618          Trenton                             Townhouse                                    7.875               0.25
PA                19143          Philadelphia                        2-4 Family                                     7.5               0.25
NJ                 8401          Atlantic City                       Condominium                                   7.25               0.25
PA                19127          PHILADELPHIA                        2-4 Family                                   8.125               0.25
NJ                 8081          Sicklerville                        Single Family                                7.375               0.25
PA                19148          Philadelphia                        Townhouse                                    7.875               0.25
PA                18901          New Britain                         Single Family                                 7.25               0.25
PA                19320          Coatesville                         Single Family                                  7.5               0.25
PA                19064          Springfield                         Single Family                                 8.25               0.25
DE                19701          Bear                                PUD                                          7.125               0.25
PA                19154          Philadelphia                        Single Family                                7.875               0.25
NJ                 8021          Lindenwold                          Single Family                                7.375               0.25
PA                19136          Philadelphia                        Townhouse                                    7.875               0.25
NE                68104          Omaha                               Single Family                                 7.25               0.25
NE                68107          Omaha                               Single Family                                 7.25               0.25
NE                68104          Omaha                               Single Family                                 7.25               0.25
NE                68108          Omaha                               Single Family                                 7.25               0.25
NE                68104          Omaha                               Single Family                                 7.25               0.25
NE                68104          Omaha                               Single Family                                 7.25               0.25
CA                92103          SAN DIEGO                           2-4 Family                                     7.5               0.25
WI                53576          ORFORDVILLE                         Single Family                                7.125               0.25
MN                55337          BURNSVILLE                          Single Family                                 6.75               0.25
MD                21009          ABINGDON                            Townhouse                                        8               0.25
FL                33913          FORT MYERS                          PUD                                          7.125               0.25
VA                23661          HAMPTON                             Single Family                                6.875               0.25
FL                32097          YULEE                               Single Family                                 7.75               0.25
IA                52404          CEDAR RAPIDS                        Single Family                                 7.25               0.25
GA                30038          LITHONIA                            Single Family                                  7.5               0.25
IA                52804          DAVENPORT                           2-4 Family                                   8.375               0.25
VA                23112          MIDLOTHIAN                          PUD                                           7.75               0.25
VA                22601          WINCHESTER                          Single Family                                  7.5               0.25
GA                30034          DECATUR                             Single Family                                  7.5               0.25
GA                30097          DULUTH                              Single Family                                    7               0.25
DC                20019          WASHINGTON                          Single Family                                  7.5               0.25
VA                24401          STAUNTON                            Single Family                                    7               0.25
GA                30067          MARIETTA                            PUD                                           7.25               0.25
MD                21085          JOPPA                               Single Family                                    7               0.25
GA                30044          LAWRENCEVILLE                       Single Family                                 6.75               0.25
FL                32223          JACKSONVILLE                        PUD                                           7.25               0.25
IA                52302          MARION                              2-4 Family                                     8.5               0.25
VA                23836          CHESTER                             Townhouse                                      7.5               0.25
IA                52403          CEDAR RAPIDS                        Single Family                                7.125               0.25
VA                23805          PETERSBURG                          Single Family                                7.625               0.25
MD                20772          UPPER MARLBORO                      Single Family                                7.375               0.25
DC                20011          WASHINGTON                          Single Family                                  8.5               0.25
VA                22182          Vienna                              Single Family                                6.875               0.25
NJ                 8904          Highland Park                       Single Family                                7.875               0.25
NJ                 8610          Trenton                             Single Family                                 8.25               0.25
NJ                 8610          Trenton                             Single Family                                 8.25               0.25
CO                80601          BRIGHTON                            Single Family                                7.875               0.25
TX                78201          San Antonio                         Single Family                                  7.5               0.25
CO                80601          BRIGHTON                            Single Family                                7.875               0.25
CA                92324          COLTON                              Single Family                                6.875               0.25
TX                78230          SAN ANTONIO                         PUD                                          7.875               0.25
CA                92336          FONTANA                             Single Family                                7.625               0.25
IL                61107          Rockford                            2-4 Family                                    8.25               0.25
MO                65721          Ozark                               Single Family                                6.875               0.25
KS                67218          Wichita                             Single Family                                7.875               0.25
OK                74136          Tulsa                               Single Family                                7.875               0.25
IN                46307          Crown Point                         PUD                                          6.875               0.25
TN                38135          Memphis                             Single Family                                    8               0.25
MN                56425          Baxter                              Single Family                                 7.75               0.25
FL                34606          Spring Hill                         Single Family                                 8.75               0.25
MO                63033          Florissant                          Condominium                                  8.125               0.25
KS                66216          Lenexa                              Single Family                                7.875               0.25
KS                67217          Wichita                             Single Family                                7.875               0.25
KS                67216          Wichita                             Single Family                                7.875               0.25
NC                28269          Charlotte                           PUD                                            7.5               0.25
MO                63109          Saint Louis                         2-4 Family                                   8.125               0.25
OH                44106          Cleveland                           2-4 Family                                    8.25               0.25
MI                48228          Detroit                             Single Family                                 7.25               0.25
NC                28079          Indian Trail                        PUD                                          7.625               0.25
AZ                85208          MESA                                Single Family                                7.875               0.25
AZ                85353          TOLLESON                            Single Family                                7.375               0.25
AZ                85223          ARIZONA CITY                        Single Family                                7.375               0.25
IN                46221          Indianapolis                        PUD                                            7.5               0.25
DC                20032          WASHINGTON                          Condominium                                   6.25               0.25
TX                77554          GALVESTON                           PUD                                            6.5               0.25
VA                20164          STERLING                            PUD                                           8.25               0.25
TX                78213          SAN ANTONIO                         Single Family                                7.875               0.25
TX                78253          SAN ANTONIO                         PUD                                          7.375               0.25
TX                75219          DALLAS                              2-4 Family                                    8.75               0.25
TX                75052          GRAND PRAIRIE                       Single Family                                    8               0.25
TX                78229          SAN ANTONIO                         Condominium                                   7.25               0.25
TX                75089          ROWLETT                             Single Family                                7.375               0.25
TX                75165          WAXAHACHIE                          PUD                                            6.5               0.25
TX                75424          BLUE RIDGE                          2-4 Family                                   7.875               0.25
TX                75048          SACHSE                              Single Family                                7.375               0.25
TX                75126          FORNEY                              PUD                                          7.625               0.25
TX                76108          FORT WORTH                          Single Family                                 8.25               0.25
TX                78258          SAN ANTONIO                         PUD                                            7.5               0.25
TX                76015          ARLINGTON                           Single Family                                7.375               0.25
TX                76249          KRUM                                PUD                                          6.875               0.25
TX                75149          MESQUITE                            Single Family                                7.875               0.25
TX                75035          FRISCO                              Single Family                                  7.5               0.25
TX                75146          LANCASTER                           Single Family                                7.875               0.25
NY                13032          Canastota                           2-4 Family                                   7.625               0.25
CA                92870          Placentia                           PUD                                          6.875               0.25


STATE        LPMI      TRUSTFEE       MSERV                    CURRENT_NET_COUPON              MATURITY_DATE               STATED_ORIGINAL_TERM
-----------------------------------------------------------------------------------------------------------------------------------------------
CO            0          N/A          0.0175                          6.2325                    20360301                                360
TX            0          N/A          0.0175                          6.6075                    20360301                                360
MD            0          N/A          0.0175                          7.1075                    20360201                                360
MO            0          N/A          0.0175                          8.6075                    20360301                                360
MD            0          N/A          0.0175                          7.3575                    20360201                                360
NC            0          N/A          0.0175                          7.7325                    20360301                                360
WI            0          N/A          0.0175                          9.1075                    20360301                                360
IN            0          N/A          0.0175                          7.4825                    20360301                                360
OR            0          N/A          0.0175                          6.1075                    20360301                                360
MD            0          N/A          0.0175                          7.4825                    20360201                                360
VA            0          N/A          0.0175                          7.6075                    20360301                                360
AZ            0          N/A          0.0175                          6.9825                    20360201                                360
VA            0          N/A          0.0175                          7.2325                    20360401                                360
MD            0          N/A          0.0175                          7.2325                    20360501                                360
DC            0          N/A          0.0175                          6.3575                    20360401                                360
VA            0          N/A          0.0175                          7.2325                    20360401                                360
DC            0          N/A          0.0175                          7.2325                    20360401                                360
DC            0          N/A          0.0175                          7.3575                    20360601                                360
VA            0          N/A          0.0175                          7.1075                    20360601                                360
VA            0          N/A          0.0175                          7.6075                    20360401                                360
VA            0          N/A          0.0175                          7.4825                    20360401                                360
GA            0          N/A          0.0175                          6.7325                    20360501                                360
MD            0          N/A          0.0175                          7.2325                    20360401                                360
VA            0          N/A          0.0175                          6.7325                    20360501                                360
VA            0          N/A          0.0175                          7.2325                    20360401                                360
VA            0          N/A          0.0175                          7.9825                    20360501                                360
TX            0          N/A          0.0175                          7.2325                    20360401                                360
VA            0          N/A          0.0175                          7.2325                    20360501                                360
MD            0          N/A          0.0175                          6.9825                    20360401                                360
VA            0          N/A          0.0175                          6.1075                    20360501                                360
MD            0          N/A          0.0175                          6.2325                    20360501                                360
GA            0          N/A          0.0175                          6.7325                    20360501                                360
MA            0          N/A          0.0175                          7.2325                    20360501                                360
MD            0          N/A          0.0175                          6.8575                    20360401                                360
MD            0          N/A          0.0175                          6.8575                    20360401                                360
MD            0          N/A          0.0175                          6.6075                    20360401                                360
GA            0          N/A          0.0175                          8.4825                    20360401                                360
MD            0          N/A          0.0175                          6.6075                    20360401                                360
TN            0          N/A          0.0175                          8.6075                    20360501                                360
MD            0          N/A          0.0175                          6.6075                    20360601                                360
MD            0          N/A          0.0175                          7.4825                    20360401                                360
TN            0          N/A          0.0175                          6.9825                    20360301                                360
DE            0          N/A          0.0175                          6.8575                    20360501                                360
MD            0          N/A          0.0175                          6.7325                    20360301                                360
IL            0          N/A          0.0175                          7.6075                    20360301                                360
MD            0          N/A          0.0175                          6.1075                    20360301                                360
MD            0          N/A          0.0175                          6.9825                    20360401                                360
VA            0          N/A          0.0175                          6.9825                    20360301                                360
IL            0          N/A          0.0175                          8.7325                    20360401                                360
MD            0          N/A          0.0175                          6.6075                    20360401                                360
GA            0          N/A          0.0175                          6.9825                    20360401                                360
MD            0          N/A          0.0175                          7.1075                    20360401                                360
NY            0          N/A          0.0175                          6.6075                    20360301                                360
VA            0          N/A          0.0175                          6.8575                    20360401                                360
MI            0          N/A          0.0175                          7.4825                    20360501                                360
CT            0          N/A          0.0175                          7.3575                    20360501                                360
GA            0          N/A          0.0175                          7.1075                    20360501                                360
MO            0          N/A          0.0175                          7.2325                    20360501                                360
TX            0          N/A          0.0175                          5.7325                    20360501                                360
UT            0          N/A          0.0175                          7.3575                    20360501                                360
CO            0          N/A          0.0175                          7.3575                    20360501                                360
VA            0          N/A          0.0175                          6.4825                    20360301                                360
MD            0          N/A          0.0175                          6.6075                    20360301                                360
NJ            0          N/A          0.0175                          6.7325                    20360201                                360
CA            0          N/A          0.0175                          7.4825                    20360301                                360
VA            0          N/A          0.0175                          6.8575                    20360201                                360
TN            0          N/A          0.0175                          7.7325                    20360201                                360
TN            0          N/A          0.0175                          8.7325                    20360301                                360
NJ            0          N/A          0.0175                          6.8575                    20360201                                360
TN            0          N/A          0.0175                          6.3575                    20360301                                360
PA            0          N/A          0.0175                          6.1075                    20360201                                360
MD            0          N/A          0.0175                          6.6075                    20360301                                360
VA            0          N/A          0.0175                          7.3575                    20360301                                360
VA            0          N/A          0.0175                          7.7325                    20360301                                360
FL            0          N/A          0.0175                          7.4825                    20360401                                360
NJ            0          N/A          0.0175                          7.4825                    20360401                                360
FL            0          N/A          0.0175                          6.2325                    20360401                                360
FL            0          N/A          0.0175                          7.6075                    20360401                                360
PA            0          N/A          0.0175                          6.4825                    20360401                                360
NJ            0          N/A          0.0175                          6.6075                    20360401                                360
FL            0          N/A          0.0175                          6.4825                    20360401                                360
FL            0          N/A          0.0175                          6.3575                    20360401                                360
DC            0          N/A          0.0175                          6.6075                    20360401                                360
MA            0          N/A          0.0175                          7.6075                    20360401                                360
CT            0          N/A          0.0175                          7.6075                    20360401                                360
MD            0          N/A          0.0175                          6.6075                    20360401                                360
MD            0          N/A          0.0175                          6.6075                    20360401                                360
PA            0          N/A          0.0175                          6.4825                    20360401                                360
NY            0          N/A          0.0175                          6.2325                    20360401                                360
NY            0          N/A          0.0175                          7.7225                    20351201                                360
FL            0          N/A          0.0175                          8.1075                    20351201                                360
NY            0          N/A          0.0175                          6.8575                    20360501                                360
NY            0          N/A          0.0175                          6.9825                    20360301                                360
NY            0          N/A          0.0175                          6.7325                    20360501                                360
NY            0          N/A          0.0175                          6.9825                    20360501                                360
DC            0          N/A          0.0175                          5.7325                    20360301                                360
MD            0          N/A          0.0175                          7.2325                    20360401                                360
DC            0          N/A          0.0175                          5.7325                    20360301                                360
MD            0          N/A          0.0175                          7.2325                    20360401                                360
NC            0          N/A          0.0175                          7.1075                    20360501                                360
NJ            0          N/A          0.0175                          6.9825                    20360501                                360
NC            0          N/A          0.0175                          7.3575                    20360601                                360
NJ            0          N/A          0.0175                          6.9825                    20360401                                360
NJ            0          N/A          0.0175                          7.1075                    20360501                                360
NJ            0          N/A          0.0175                          7.3575                    20360501                                360
NJ            0          N/A          0.0175                          7.8575                    20360301                                360
NJ            0          N/A          0.0175                          8.3575                    20360401                                360
NJ            0          N/A          0.0175                          7.4825                    20360401                                360
NJ            0          N/A          0.0175                          8.1075                    20360501                                360
FL            0          N/A          0.0175                          6.9825                    20360401                                360
NJ            0          N/A          0.0175                          7.8575                    20360501                                360
NJ            0          N/A          0.0175                          6.9825                    20360501                                360
NJ            0          N/A          0.0175                          6.9825                    20360201                                360
NY            0          N/A          0.0175                          6.6075                    20360601                                360
NJ            0          N/A          0.0175                          7.7325                    20360501                                360
NJ            0          N/A          0.0175                          7.4825                    20360501                                360
MI            0          N/A          0.0175                          7.7325                    20360201                                360
TX            0          N/A          0.0175                          6.9825                    20360401                                360
FL            0          N/A          0.0175                          8.1075                    20360401                                360
TX            0          N/A          0.0175                          6.9825                    20360401                                360
FL            0          N/A          0.0175                          6.6075                    20360501                                360
MI            0          N/A          0.0175                          6.7325                    20360401                                360
CA            0          N/A          0.0175                          7.9825                    20360501                                360
WA            0          N/A          0.0175                          7.2325                    20360501                                360
TX            0          N/A          0.0175                          7.9825                    20360501                                360
TX            0          N/A          0.0175                          6.6075                    20360501                                360
CA            0          N/A          0.0175                          7.2325                    20360501                                360
OR            0          N/A          0.0175                          7.2325                    20360501                                360
FL            0          N/A          0.0175                          6.4825                    20360501                                360
TX            0          N/A          0.0175                          7.1075                    20360401                                360
TX            0          N/A          0.0175                          8.3575                    20360501                                360
VA            0          N/A          0.0175                          6.7325                    20360201                                360
TX            0          N/A          0.0175                          6.6075                    20360501                                360
TX            0          N/A          0.0175                          7.4825                    20360501                                360
TX            0          N/A          0.0175                          7.4825                    20360501                                360
WA            0          N/A          0.0175                          6.3575                    20360501                                360
TX            0          N/A          0.0175                          7.6075                    20360501                                360
TX            0          N/A          0.0175                          7.4825                    20360501                                360
FL            0          N/A          0.0175                          8.6075                    20360401                                360
FL            0          N/A          0.0175                          8.6075                    20360401                                360
NJ            0          N/A          0.0175                          6.9825                    20360601                                360
NJ            0          N/A          0.0175                          6.6075                    20360501                                360
NJ            0          N/A          0.0175                          7.6075                    20360101                                360
NJ            0          N/A          0.0175                          7.1075                    20360301                                360
CT            0          N/A          0.0175                          7.9825                    20351201                                360
NJ            0          N/A          0.0175                          8.1075                    20360501                                360
MA            0          N/A          0.0175                          8.1075                    20360201                                360
NM            0          N/A          0.0175                          6.9825                    20360501                                360
MI            0          N/A          0.0175                          7.6075                    20360501                                360
CO            0          N/A          0.0175                          7.3575                    20360501                                360
MN            0          N/A          0.0175                          6.1075                    20360501                                360
LA            0          N/A          0.0175                          6.8575                    20360301                                360
AL            0          N/A          0.0175                          6.1075                    20351001                                360
FL            0          N/A          0.0175                          6.6075                    20360501                                360
FL            0          N/A          0.0175                          6.7325                    20360501                                360
AL            0          N/A          0.0175                          6.6075                    20360301                                360
TN            0          N/A          0.0175                          6.9825                    20360301                                360
FL            0          N/A          0.0175                          7.1075                    20360401                                360
FL            0          N/A          0.0175                          7.3575                    20360401                                360
FL            0          N/A          0.0175                          6.6075                    20360401                                360
MS            0          N/A          0.0175                          7.6075                    20360401                                360
GA            0          N/A          0.0175                          7.6075                    20360401                                360
FL            0          N/A          0.0175                          6.4825                    20360301                                360
TN            0          N/A          0.0175                          6.6075                    20360401                                360
AL            0          N/A          0.0175                          7.1075                    20360401                                360
FL            0          N/A          0.0175                          6.9825                    20360501                                360
FL            0          N/A          0.0175                          6.6075                    20360401                                360
TN            0          N/A          0.0175                          6.6075                    20360401                                360
FL            0          N/A          0.0175                          7.2325                    20360401                                360
AL            0          N/A          0.0175                          6.7325                    20360301                                360
FL            0          N/A          0.0175                          6.4825                    20360401                                360
TN            0          N/A          0.0175                          6.2325                    20360401                                360
FL            0          N/A          0.0175                          7.4825                    20360401                                360
AL            0          N/A          0.0175                          6.2325                    20360201                                360
MS            0          N/A          0.0175                          6.9825                    20360501                                360
LA            0          N/A          0.0175                          7.1075                    20360301                                360
TN            0          N/A          0.0175                          6.1075                    20360201                                360
GA            0          N/A          0.0175                          7.1075                    20360401                                360
TN            0          N/A          0.0175                          7.1075                    20360401                                360
KY            0          N/A          0.0175                          7.1075                    20360401                                360
TN            0          N/A          0.0175                          7.6075                    20360401                                360
FL            0          N/A          0.0175                          7.3575                    20360301                                360
GA            0          N/A          0.0175                          6.7325                    20360301                                360
GA            0          N/A          0.0175                          7.3575                    20360501                                360
GA            0          N/A          0.0175                          7.2325                    20360401                                360
GA            0          N/A          0.0175                          7.2325                    20360501                                360
AL            0          N/A          0.0175                          7.3575                    20360501                                360
GA            0          N/A          0.0175                          7.2325                    20360401                                360
GA            0          N/A          0.0175                          8.1075                    20360401                                360
GA            0          N/A          0.0175                          7.4825                    20360401                                360
GA            0          N/A          0.0175                          7.2325                    20360501                                360
GA            0          N/A          0.0175                          8.2325                    20360501                                360
GA            0          N/A          0.0175                          7.4825                    20360501                                360
NC            0          N/A          0.0175                          6.9825                    20360401                                360
GA            0          N/A          0.0175                          6.9825                    20360501                                360
MO            0          N/A          0.0175                          7.8575                    20360501                                360
GA            0          N/A          0.0175                          6.9825                    20360301                                360
GA            0          N/A          0.0175                          7.4825                    20360401                                360
TN            0          N/A          0.0175                          7.2325                    20360501                                360
GA            0          N/A          0.0175                          6.6075                    20360401                                360
NY            0          N/A          0.0175                          7.2325                    20360501                                360
NJ            0          N/A          0.0175                          6.7325                    20360501                                360
NJ            0          N/A          0.0175                          7.2325                    20360501                                360
PA            0          N/A          0.0175                          7.4825                    20360501                                360
PA            0          N/A          0.0175                          7.6075                    20360401                                360
NY            0          N/A          0.0175                          8.6075                    20360301                                360
PA            0          N/A          0.0175                          7.2325                    20360401                                360
NJ            0          N/A          0.0175                          6.7325                    20360401                                360
PA            0          N/A          0.0175                          8.4825                    20360301                                360
PA            0          N/A          0.0175                          7.1075                    20360401                                360
NJ            0          N/A          0.0175                          7.2325                    20360501                                360
CT            0          N/A          0.0175                          7.6075                    20360501                                360
CT            0          N/A          0.0175                          6.8575                    20360301                                360
FL            0          N/A          0.0175                          6.6075                    20360501                                360
FL            0          N/A          0.0175                          6.6075                    20360501                                360
NY            0          N/A          0.0175                          6.3575                    20360301                                360
NY            0          N/A          0.0175                          6.2325                    20360401                                360
NY            0          N/A          0.0175                          7.6075                    20360501                                360
NY            0          N/A          0.0175                          6.4825                    20360501                                360
NY            0          N/A          0.0175                          6.6075                    20360401                                360
NY            0          N/A          0.0175                          6.4825                    20360501                                360
FL            0          N/A          0.0175                          6.6075                    20360501                                360
CT            0          N/A          0.0175                          6.8575                    20360501                                360
FL            0          N/A          0.0175                          6.6075                    20360501                                360
IL            0          N/A          0.0175                          7.2325                    20360401                                360
NJ            0          N/A          0.0175                          6.9825                    20360501                                360
PA            0          N/A          0.0175                          8.1075                    20360401                                360
NJ            0          N/A          0.0175                          6.7325                    20360501                                360
NJ            0          N/A          0.0175                          6.7325                    20360501                                360
NJ            0          N/A          0.0175                          6.9825                    20360501                                360
NJ            0          N/A          0.0175                          6.7325                    20360501                                360
AZ            0          N/A          0.0175                          7.1075                    20360401                                360
AZ            0          N/A          0.0175                          6.9825                    20360401                                360
TX            0          N/A          0.0175                          7.6075                    20360401                                360
CO            0          N/A          0.0175                          6.9825                    20360501                                360
AZ            0          N/A          0.0175                          7.1075                    20360501                                360
AZ            0          N/A          0.0175                          7.1075                    20360501                                360
AZ            0          N/A          0.0175                          6.9825                    20360501                                360
CA            0          N/A          0.0175                          6.1075                    20360401                                360
AR            0          N/A          0.0175                          7.9825                    20360501                                360
TX            0          N/A          0.0175                          7.4825                    20360501                                360
TX            0          N/A          0.0175                          8.2325                    20360501                                360
TX            0          N/A          0.0175                          7.7325                    20360501                                360
TX            0          N/A          0.0175                          7.4825                    20360401                                360
TX            0          N/A          0.0175                          7.4825                    20360401                                360
TX            0          N/A          0.0175                          6.4825                    20360601                                360
TX            0          N/A          0.0175                          7.1075                    20360501                                360
TX            0          N/A          0.0175                          7.6075                    20360501                                360
TX            0          N/A          0.0175                          8.3575                    20360501                                360
CA            0          N/A          0.0175                          6.3575                    20360501                                360
TX            0          N/A          0.0175                          7.2325                    20360401                                360
CO            0          N/A          0.0175                          6.8575                    20360401                                360
TX            0          N/A          0.0175                          6.4825                    20360501                                360
GA            0          N/A          0.0175                          7.1075                    20360401                                360
NC            0          N/A          0.0175                          7.1075                    20360401                                360
MI            0          N/A          0.0175                          8.6075                    20360401                                360
NJ            0          N/A          0.0175                          7.4825                    20360401                                360
MN            0          N/A          0.0175                          6.9825                    20360501                                360
NJ            0          N/A          0.0175                          7.1075                    20360501                                360
NJ            0          N/A          0.0175                          6.3575                    20360501                                360
MD            0          N/A          0.0175                          6.3575                    20360401                                360
NV            0          N/A          0.0175                          6.7325                    20360401                                360
GA            0          N/A          0.0175                          7.1075                    20360401                                360
DC            0          N/A          0.0175                          7.2325                    20360401                                360
FL            0          N/A          0.0175                          8.6075                    20360401                                360
CA            0          N/A          0.0175                          7.1075                    20360501                                360
CA            0          N/A          0.0175                          7.2325                    20360501                                360
TX            0          N/A          0.0175                          6.9825                    20360401                                360
NY            0          N/A          0.0175                          7.1075                    20360401                                360
MD            0          N/A          0.0175                          6.9825                    20360501                                360
TX            0          N/A          0.0175                          7.1075                    20360401                                360
AZ            0          N/A          0.0175                          6.9825                    20360401                                360
NH            0          N/A          0.0175                          6.1075                    20360501                                360
MN            0          N/A          0.0175                          7.3575                    20360501                                360
CA            0          N/A          0.0175                          6.6075                    20360501                                360
CA            0          N/A          0.0175                          6.6075                    20360401                                360
GA            0          N/A          0.0175                          6.6075                    20360401                                360
GA            0          N/A          0.0175                          7.2325                    20360501                                360
TX            0          N/A          0.0175                          6.6075                    20360401                                360
AZ            0          N/A          0.0175                          7.9825                    20360401                                360
NC            0          N/A          0.0175                          9.3575                    20360501                                360
TX            0          N/A          0.0175                          7.4825                    20360401                                360
WA            0          N/A          0.0175                          7.2325                    20360401                                360
TX            0          N/A          0.0175                          7.2325                    20360401                                360
CA            0          N/A          0.0175                          7.6075                    20360401                                360
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TX            0          N/A          0.0175                          6.6075                    20360501                                360
CA            0          N/A          0.0175                          6.9825                    20360401                                360
NJ            0          N/A          0.0175                          6.6075                    20360401                                360
TX            0          N/A          0.0175                          9.1075                    20360401                                360
NJ            0          N/A          0.0175                          7.2325                    20360501                                360
AZ            0          N/A          0.0175                          7.2325                    20360501                                360
AZ            0          N/A          0.0175                          6.7325                    20360401                                360
NJ            0          N/A          0.0175                          8.1075                    20360401                                360
AZ            0          N/A          0.0175                          6.4825                    20360401                                360
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FL            0          N/A          0.0175                          6.7325                    20360501                                360
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GA            0          N/A          0.0175                          7.1075                    20360401                                360
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CA            0          N/A          0.0175                          6.7325                    20360501                                360
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VA            0          N/A          0.0175                          7.6075                    20360501                                360
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CA            0          N/A          0.0175                          7.4825                    20360501                                360
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MD            0          N/A          0.0175                          6.8575                    20360401                                360
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TX            0          N/A          0.0175                          7.7325                    20360501                                360
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CA            0          N/A          0.0175                          6.1075                    20360401                                360
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TX            0          N/A          0.0175                          7.2325                    20360401                                360
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TX            0          N/A          0.0175                          6.8575                    20360401                                360
TX            0          N/A          0.0175                          7.4825                    20360401                                360
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TX            0          N/A          0.0175                          6.9825                    20360401                                360
TX            0          N/A          0.0175                          6.7325                    20360301                                360
TX            0          N/A          0.0175                          7.2325                    20360401                                360
MA            0          N/A          0.0175                          6.6075                    20360401                                360
SC            0          N/A          0.0175                          6.9825                    20360401                                360
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NC            0          N/A          0.0175                          7.6075                    20360301                                360
IN            0          N/A          0.0175                          6.7325                    20360401                                360
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IL            0          N/A          0.0175                          6.4825                    20360301                                360
IL            0          N/A          0.0175                          7.4825                    20360301                                360
TX            0          N/A          0.0175                          7.2325                    20360401                                360
TX            0          N/A          0.0175                          7.3575                    20360401                                360
OK            0          N/A          0.0175                          7.4825                    20360401                                360
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TX            0          N/A          0.0175                          7.8575                    20360401                                360
TX            0          N/A          0.0175                          7.6075                    20360401                                360
TX            0          N/A          0.0175                          7.6075                    20360401                                360
GA            0          N/A          0.0175                          8.4825                    20360401                                360
TX            0          N/A          0.0175                          6.7325                    20360401                                360
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TX            0          N/A          0.0175                          8.4825                    20360401                                360
TX            0          N/A          0.0175                          6.9825                    20360301                                360
TX            0          N/A          0.0175                          6.9825                    20360401                                360
TX            0          N/A          0.0175                          6.8575                    20360301                                360
TX            0          N/A          0.0175                          6.4825                    20360301                                360
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TX            0          N/A          0.0175                          7.1075                    20360401                                360
LA            0          N/A          0.0175                          6.2325                    20350701                                360
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TX            0          N/A          0.0175                          7.6075                    20360301                                360
IL            0          N/A          0.0175                          6.9825                    20360401                                360
MN            0          N/A          0.0175                          7.2325                    20360401                                360
MN            0          N/A          0.0175                          7.3575                    20360401                                360
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TX            0          N/A          0.0175                          8.4825                    20360401                                360
TX            0          N/A          0.0175                          7.2325                    20360401                                360
TX            0          N/A          0.0175                          7.1075                    20360301                                360
TX            0          N/A          0.0175                          7.7325                    20360401                                360
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SC            0          N/A          0.0175                          7.2325                    20360501                                360
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SC            0          N/A          0.0175                          7.2325                    20360501                                360
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AZ            0          N/A          0.0175                          6.3575                    20360401                                360
TX            0          N/A          0.0175                          7.3575                    20360501                                360
TN            0          N/A          0.0175                          7.2325                    20360501                                360
NV            0          N/A          0.0175                          7.8575                    20360501                                360
AZ            0          N/A          0.0175                          6.3575                    20360501                                360
KY            0          N/A          0.0175                          7.2325                    20360401                                360
NJ            0          N/A          0.0175                          7.4825                    20360401                                360
RI            0          N/A          0.0175                          6.7325                    20360401                                360
GA            0          N/A          0.0175                          7.8575                    20360501                                360
CA            0          N/A          0.0175                          6.6075                    20360401                                360
KY            0          N/A          0.0175                          7.4825                    20360401                                360
CA            0          N/A          0.0175                          6.6075                    20360501                                360
MD            0          N/A          0.0175                          6.8575                    20360601                                360
CA            0          N/A          0.0175                          6.3575                    20360401                                360
FL            0          N/A          0.0175                          6.9825                    20360401                                360
CA            0          N/A          0.0175                          6.4825                    20360401                                360
FL            0          N/A          0.0175                          7.2325                    20360401                                360
OR            0          N/A          0.0175                          7.1075                    20360501                                360
AZ            0          N/A          0.0175                          6.6075                    20360501                                360
SC            0          N/A          0.0175                          7.2325                    20360501                                360
FL            0          N/A          0.0175                          7.4825                    20360401                                360
WA            0          N/A          0.0175                          7.2325                    20360401                                360
GA            0          N/A          0.0175                          7.7325                    20360501                                360
CA            0          N/A          0.0175                          6.2325                    20360501                                360
TX            0          N/A          0.0175                          7.6075                    20360401                                360
CA            0          N/A          0.0175                          7.1075                    20360501                                360
CA            0          N/A          0.0175                          7.4825                    20360501                                360
CA            0          N/A          0.0175                          6.4825                    20360501                                360
MD            0          N/A          0.0175                          6.7325                    20360501                                360
OR            0          N/A          0.0175                          7.9825                    20360501                                360
CA            0          N/A          0.0175                          6.4825                    20360501                                360
CA            0          N/A          0.0175                          6.8575                    20360401                                360
WA            0          N/A          0.0175                          6.6075                    20360301                                360
CA            0          N/A          0.0175                          7.1075                    20360501                                360
FL            0          N/A          0.0175                          7.4825                    20360401                                360
FL            0          N/A          0.0175                          6.6075                    20360501                                360
TX            0          N/A          0.0175                          7.1075                    20360401                                360
AZ            0          N/A          0.0175                          7.2325                    20360501                                360
FL            0          N/A          0.0175                          6.7325                    20360501                                360
CA            0          N/A          0.0175                          6.9825                    20360501                                360
TN            0          N/A          0.0175                          7.2325                    20360501                                360
SC            0          N/A          0.0175                          7.2325                    20360401                                360
CA            0          N/A          0.0175                          6.4825                    20360401                                360
CA            0          N/A          0.0175                          6.4825                    20360501                                360
SC            0          N/A          0.0175                          6.6075                    20360401                                360
AZ            0          N/A          0.0175                          7.2325                    20360401                                360
CA            0          N/A          0.0175                          6.8575                    20360401                                360
CA            0          N/A          0.0175                          6.1075                    20360401                                360
FL            0          N/A          0.0175                          7.2325                    20360401                                360
FL            0          N/A          0.0175                          6.7325                    20360401                                360
TX            0          N/A          0.0175                          7.4825                    20360501                                360
ID            0          N/A          0.0175                          7.2325                    20360501                                360
CA            0          N/A          0.0175                          6.9825                    20360501                                360
FL            0          N/A          0.0175                          7.3575                    20360501                                360
MD            0          N/A          0.0175                          6.4825                    20360401                                360
KY            0          N/A          0.0175                          7.9825                    20360401                                360
IN            0          N/A          0.0175                          7.8575                    20360501                                360
OH            0          N/A          0.0175                          6.8575                    20360401                                360
IN            0          N/A          0.0175                          7.6075                    20360401                                360
KY            0          N/A          0.0175                          6.4825                    20360401                                360
KY            0          N/A          0.0175                          6.4825                    20360401                                360
IN            0          N/A          0.0175                          7.2325                    20360401                                360
OH            0          N/A          0.0175                          7.1075                    20360401                                360
TN            0          N/A          0.0175                          6.2325                    20360401                                360
TN            0          N/A          0.0175                          6.4825                    20360401                                360
IN            0          N/A          0.0175                          7.1075                    20360501                                360
KY            0          N/A          0.0175                          6.7325                    20360401                                360
KY            0          N/A          0.0175                          6.2325                    20360401                                360
TN            0          N/A          0.0175                          8.2325                    20360401                                360
FL            0          N/A          0.0175                          6.6075                    20360401                                360
KY            0          N/A          0.0175                          7.2325                    20360401                                360
IN            0          N/A          0.0175                          6.7325                    20360401                                360
OH            0          N/A          0.0175                          7.9825                    20360401                                360
KY            0          N/A          0.0175                          7.3575                    20360501                                360
IN            0          N/A          0.0175                          7.6075                    20360501                                360
IN            0          N/A          0.0175                          8.1075                    20360401                                360
OH            0          N/A          0.0175                          6.9825                    20360501                                360
IN            0          N/A          0.0175                          6.6075                    20360501                                360
IN            0          N/A          0.0175                          6.9825                    20360501                                360
IN            0          N/A          0.0175                          6.2325                    20360401                                360
IN            0          N/A          0.0175                          7.2325                    20360401                                360
KY            0          N/A          0.0175                          6.4825                    20360501                                360
IN            0          N/A          0.0175                          7.8575                    20360501                                360
KY            0          N/A          0.0175                          7.1075                    20360601                                360
IN            0          N/A          0.0175                          7.2325                    20360401                                360
KY            0          N/A          0.0175                          8.1075                    20360601                                360
KY            0          N/A          0.0175                          7.3575                    20360401                                360
OH            0          N/A          0.0175                          6.6075                    20360501                                360
IN            0          N/A          0.0175                          7.8575                    20360501                                360
IN            0          N/A          0.0175                          6.6075                    20360401                                360
IN            0          N/A          0.0175                          7.6075                    20360401                                360
KY            0          N/A          0.0175                          7.9825                    20360501                                360
WY            0          N/A          0.0175                          7.9825                    20360401                                360
HI            0          N/A          0.0175                          6.6075                    20360201                                360
CO            0          N/A          0.0175                          6.4825                    20360501                                360
CA            0          N/A          0.0175                          8.4825                    20360401                                360
WI            0          N/A          0.0175                          6.8575                    20360501                                360
WI            0          N/A          0.0175                          6.7325                    20360401                                360
CO            0          N/A          0.0175                          6.9825                    20360301                                360
CO            0          N/A          0.0175                          6.9825                    20360401                                360
WY            0          N/A          0.0175                          6.6075                    20360501                                360
VA            0          N/A          0.0175                          7.6075                    20360401                                360
VA            0          N/A          0.0175                          6.2325                    20360401                                360
FL            0          N/A          0.0175                          6.4825                    20360501                                360
NJ            0          N/A          0.0175                          6.8575                    20350401                                360
VA            0          N/A          0.0175                          7.2325                    20360401                                360
VA            0          N/A          0.0175                          7.2325                    20360501                                360
VA            0          N/A          0.0175                          7.2325                    20360501                                360
TX            0          N/A          0.0175                          6.4825                    20360401                                360
HI            0          N/A          0.0175                          7.3575                    20360601                                360
NE            0          N/A          0.0175                          7.1075                    20360301                                360
OK            0          N/A          0.0175                          7.2325                    20360501                                360
TX            0          N/A          0.0175                          7.2325                    20360501                                360
OK            0          N/A          0.0175                          7.2325                    20360501                                360
SC            0          N/A          0.0175                          7.2325                    20360401                                360
SC            0          N/A          0.0175                          8.7325                    20360501                                360
SC            0          N/A          0.0175                          6.9825                    20360501                                360
AZ            0          N/A          0.0175                          6.8575                    20360501                                360
SC            0          N/A          0.0175                          7.1075                    20360401                                360
SC            0          N/A          0.0175                          7.6075                    20360401                                360
AZ            0          N/A          0.0175                          7.2325                    20360401                                360
TX            0          N/A          0.0175                          6.9825                    20360401                                360
AZ            0          N/A          0.0175                          6.6075                    20360401                                360
AZ            0          N/A          0.0175                          7.6075                    20360501                                360
IN            0          N/A          0.0175                          7.4825                    20360401                                360
AZ            0          N/A          0.0175                          7.2325                    20360401                                360
AZ            0          N/A          0.0175                          7.7325                    20360301                                360
MO            0          N/A          0.0175                          6.2325                    20360301                                360
AZ            0          N/A          0.0175                          7.6075                    20360401                                360
TN            0          N/A          0.0175                          7.3575                    20360501                                360
IL            0          N/A          0.0175                          7.6075                    20360501                                360
AZ            0          N/A          0.0175                          8.4825                    20360501                                360
MO            0          N/A          0.0175                          6.6075                    20360401                                360
TX            0          N/A          0.0175                          7.3575                    20360301                                360
AZ            0          N/A          0.0175                          6.9825                    20360101                                360
AZ            0          N/A          0.0175                          7.1075                    20360501                                360
IL            0          N/A          0.0175                          6.8575                    20360501                                360
TX            0          N/A          0.0175                          7.3575                    20360501                                360
AZ            0          N/A          0.0175                          7.9825                    20360401                                360
AZ            0          N/A          0.0175                          7.3575                    20360501                                360
TX            0          N/A          0.0175                          6.9825                    20360401                                360
IA            0          N/A          0.0175                          7.6075                    20360501                                360
AZ            0          N/A          0.0175                          7.2325                    20360501                                360
MO            0          N/A          0.0175                          8.7325                    20360401                                360
TX            0          N/A          0.0175                          8.7325                    20360401                                360
TX            0          N/A          0.0175                          6.9825                    20360501                                360
TX            0          N/A          0.0175                          7.7325                    20360401                                360
TX            0          N/A          0.0175                          7.3575                    20360301                                360
TX            0          N/A          0.0175                          7.3575                    20360301                                360
CO            0          N/A          0.0175                          7.3575                    20360301                                360
TX            0          N/A          0.0175                          8.6075                    20360201                                360
TX            0          N/A          0.0175                          7.4825                    20360301                                360
TX            0          N/A          0.0175                          7.3575                    20360401                                360
TX            0          N/A          0.0175                          7.3575                    20360301                                360
CO            0          N/A          0.0175                          7.3575                    20360301                                360
TX            0          N/A          0.0175                          8.6075                    20360401                                360
TX            0          N/A          0.0175                          7.6075                    20360201                                360
TX            0          N/A          0.0175                          7.9825                    20360401                                360
TX            0          N/A          0.0175                          9.2325                    20360301                                360
TX            0          N/A          0.0175                          7.3575                    20360301                                360
TX            0          N/A          0.0175                          7.3575                    20360301                                360
CO            0          N/A          0.0175                          6.9825                    20360301                                360
TX            0          N/A          0.0175                          8.4825                    20360501                                360
TX            0          N/A          0.0175                          7.3575                    20360401                                360
TX            0          N/A          0.0175                          6.9825                    20360401                                360
TX            0          N/A          0.0175                          7.6075                    20360201                                360
TX            0          N/A          0.0175                          7.3575                    20360501                                360
TX            0          N/A          0.0175                          7.3575                    20360301                                360
TX            0          N/A          0.0175                          6.3575                    20360501                                360
TX            0          N/A          0.0175                          6.6075                    20360501                                360
TX            0          N/A          0.0175                          7.6075                    20360301                                360
TX            0          N/A          0.0175                          6.7325                    20360401                                360
TX            0          N/A          0.0175                          6.8575                    20360501                                360
AZ            0          N/A          0.0175                          7.3575                    20360501                                360
FL            0          N/A          0.0175                          7.1075                    20360401                                360
FL            0          N/A          0.0175                          7.2325                    20360301                                360
FL            0          N/A          0.0175                          7.4825                    20360501                                360
NC            0          N/A          0.0175                          6.9825                    20360401                                360
FL            0          N/A          0.0175                          6.9825                    20360501                                360
NC            0          N/A          0.0175                          7.3575                    20360501                                360
NC            0          N/A          0.0175                          6.9825                    20360401                                360
FL            0          N/A          0.0175                          6.1075                    20350701                                360
FL            0          N/A          0.0175                          8.1075                    20360301                                360
CA            0          N/A          0.0175                          6.2325                    20260501                                240
CA            0          N/A          0.0175                          6.1075                    20360501                                360
CA            0          N/A          0.0175                          6.2325                    20360501                                360
CA            0          N/A          0.0175                          6.9825                    20360501                                360
CA            0          N/A          0.0175                          6.2325                    20360401                                360
CA            0          N/A          0.0175                          6.9825                    20360301                                360
AZ            0          N/A          0.0175                          6.9825                    20360501                                360
CA            0          N/A          0.0175                          6.6075                    20360401                                360
CA            0          N/A          0.0175                          6.6075                    20360501                                360
NV            0          N/A          0.0175                          6.3575                    20360501                                360
CA            0          N/A          0.0175                          6.2325                    20360301                                360
FL            0          N/A          0.0175                          7.4825                    20360501                                360
OH            0          N/A          0.0175                          6.6075                    20360501                                360
NY            0          N/A          0.0175                          5.6075                    20351001                                360
TX            0          N/A          0.0175                          6.8575                    20360201                                360
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FL            0          N/A          0.0175                          6.7325                    20360301                                360
MA            0          N/A          0.0175                          6.2325                    20360401                                360
PA            0          N/A          0.0175                          7.9825                    20360401                                360
CT            0          N/A          0.0175                          6.7325                    20360401                                360
NJ            0          N/A          0.0175                          7.9825                    20360401                                360
NY            0          N/A          0.0175                          6.6075                    20360401                                360
CT            0          N/A          0.0175                          7.4825                    20360501                                360
NY            0          N/A          0.0175                          6.4825                    20360401                                360
PA            0          N/A          0.0175                          6.9825                    20360501                                360
NY            0          N/A          0.0175                          7.6075                    20360501                                360
MA            0          N/A          0.0175                          7.9825                    20360401                                360
CT            0          N/A          0.0175                          8.1075                    20360401                                360
CT            0          N/A          0.0175                          7.6075                    20360501                                360
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OK            0          N/A          0.0175                          7.1075                    20360301                                360
TX            0          N/A          0.0175                          6.9825                    20360401                                360
OK            0          N/A          0.0175                          6.4825                    20360401                                360
OK            0          N/A          0.0175                          6.2325                    20360301                                360
MD            0          N/A          0.0175                          7.4825                    20360401                                360
MD            0          N/A          0.0175                          6.9825                    20360501                                360
NC            0          N/A          0.0175                          6.9825                    20360501                                360
MD            0          N/A          0.0175                          6.8575                    20360301                                360
NC            0          N/A          0.0175                          7.6075                    20360501                                360
MD            0          N/A          0.0175                          6.8575                    20360501                                360
MD            0          N/A          0.0175                          7.4825                    20360401                                360
MD            0          N/A          0.0175                          6.3575                    20360401                                360
NC            0          N/A          0.0175                          7.2325                    20360401                                360
MD            0          N/A          0.0175                          6.6075                    20360401                                360
VA            0          N/A          0.0175                          7.2325                    20360501                                360
MD            0          N/A          0.0175                          7.3575                    20360401                                360
MD            0          N/A          0.0175                          6.6075                    20360401                                360
MD            0          N/A          0.0175                          6.6075                    20360401                                360
MD            0          N/A          0.0175                          7.1075                    20360301                                360
MD            0          N/A          0.0175                          6.8575                    20360501                                360
NC            0          N/A          0.0175                          6.4825                    20360501                                360
VA            0          N/A          0.0175                          7.9825                    20360501                                360
VA            0          N/A          0.0175                          7.2325                    20360401                                360
MA            0          N/A          0.0175                          7.7325                    20360501                                360
VA            0          N/A          0.0175                          6.9825                    20360501                                360
MD            0          N/A          0.0175                          6.3575                    20360501                                360
MD            0          N/A          0.0175                          7.3575                    20360401                                360
NJ            0          N/A          0.0175                          6.3575                    20360401                                360
MD            0          N/A          0.0175                          7.2325                    20360401                                360
CT            0          N/A          0.0175                          6.8575                    20360501                                360
RI            0          N/A          0.0175                          5.9825                    20360301                                360
MA            0          N/A          0.0175                          6.3575                    20360501                                360
MA            0          N/A          0.0175                          7.1075                    20360401                                360
NH            0          N/A          0.0175                          6.2325                    20360401                                360
MD            0          N/A          0.0175                          7.4825                    20360501                                360
MA            0          N/A          0.0175                          6.1075                    20360401                                360
VA            0          N/A          0.0175                          7.6075                    20360501                                360
MA            0          N/A          0.0175                          6.9825                    20360401                                360
RI            0          N/A          0.0175                          7.9825                    20360401                                360
MD            0          N/A          0.0175                          6.6075                    20360401                                360
FL            0          N/A          0.0175                          6.4825                    20360401                                360
FL            0          N/A          0.0175                          6.2325                    20360501                                360
VA            0          N/A          0.0175                          6.6075                    20360501                                360
MD            0          N/A          0.0175                          7.1075                    20360401                                360
MD            0          N/A          0.0175                          6.4825                    20360301                                360
VA            0          N/A          0.0175                          5.9825                    20360401                                360
FL            0          N/A          0.0175                          8.6075                    20360401                                360
AZ            0          N/A          0.0175                          6.6075                    20360501                                360
VA            0          N/A          0.0175                          6.8575                    20360301                                360
MD            0          N/A          0.0175                          7.3575                    20360301                                360
NC            0          N/A          0.0175                          6.7325                    20360401                                360
FL            0          N/A          0.0175                          6.8575                    20360501                                360
MA            0          N/A          0.0175                          8.3575                    20360201                                360
IL            0          N/A          0.0175                          7.6075                    20360501                                360
NM            0          N/A          0.0175                          6.8575                    20360501                                360
AL            0          N/A          0.0175                          7.3575                    20360501                                360
VA            0          N/A          0.0175                          7.6075                    20360401                                360
NM            0          N/A          0.0175                          6.8575                    20360501                                360
GA            0          N/A          0.0175                          7.6075                    20360301                                360
AL            0          N/A          0.0175                          7.3575                    20360501                                360
MD            0          N/A          0.0175                          7.1075                    20360501                                360
AZ            0          N/A          0.0175                          7.3575                    20360101                                360
CA            0          N/A          0.0175                          6.7325                    20360301                                360
TX            0          N/A          0.0175                          7.1075                    20360301                                360
MA            0          N/A          0.0175                          6.6075                    20360101                                360
FL            0          N/A          0.0175                          8.8575                    20360101                                360
NV            0          N/A          0.0175                          5.8575                    20360201                                360
TX            0          N/A          0.0175                          8.3575                    20360301                                360
KS            0          N/A          0.0175                          6.8575                    20360101                                360
WI            0          N/A          0.0175                          6.6075                    20360201                                360
UT            0          N/A          0.0175                          6.6075                    20360301                                360
CO            0          N/A          0.0175                          6.4825                    20360301                                360
MO            0          N/A          0.0175                          6.1075                    20360301                                360
TX            0          N/A          0.0175                          7.6075                    20351201                                360
NH            0          N/A          0.0175                          7.3575                    20360401                                360
IL            0          N/A          0.0175                          8.4825                    20360201                                360
PA            0          N/A          0.0175                          8.6075                    20360301                                360
TX            0          N/A          0.0175                          6.6075                    20360401                                360
VA            0          N/A          0.0175                          5.6075                    20360301                                360
MI            0          N/A          0.0175                          7.6075                    20360201                                360
OH            0          N/A          0.0175                          6.6075                    20360201                                360
OR            0          N/A          0.0175                          7.2325                    20360301                                360
NM            0          N/A          0.0175                          6.4825                    20360101                                360
WI            0          N/A          0.0175                          6.6075                    20360201                                360
FL            0          N/A          0.0175                          7.3575                    20360501                                360
MD            0          N/A          0.0175                          6.4825                    20360301                                360
AZ            0          N/A          0.0175                          7.1075                    20360401                                360
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CA            0          N/A          0.0175                          7.1075                    20360501                                360
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IL            0          N/A          0.0175                          7.3575                    20360501                                360
FL            0          N/A          0.0175                          7.1075                    20360501                                360
TN            0          N/A          0.0175                          7.1075                    20360401                                360
FL            0          N/A          0.0175                          6.4825                    20360301                                360
GA            0          N/A          0.0175                          6.3575                    20360301                                360
FL            0          N/A          0.0175                          6.6075                    20360301                                360
OH            0          N/A          0.0175                          6.9825                    20360301                                360
NJ            0          N/A          0.0175                          7.3575                    20360401                                360
MI            0          N/A          0.0175                          7.2325                    20360401                                360
MA            0          N/A          0.0175                          7.1075                    20360401                                360
NV            0          N/A          0.0175                          6.3575                    20360401                                360
NV            0          N/A          0.0175                          7.1075                    20360501                                360
CA            0          N/A          0.0175                          6.7325                    20360501                                360
NV            0          N/A          0.0175                          7.7325                    20360401                                360
CT            0          N/A          0.0175                          7.7325                    20360301                                360
RI            0          N/A          0.0175                          8.3575                    20360301                                360
NH            0          N/A          0.0175                          6.4825                    20360301                                360
CT            0          N/A          0.0175                          8.3575                    20360301                                360
AR            0          N/A          0.0175                          7.3575                    20360501                                360
OK            0          N/A          0.0175                          7.4825                    20360301                                360
NC            0          N/A          0.0175                          7.6075                    20360501                                360
AR            0          N/A          0.0175                          6.6075                    20360501                                360
OK            0          N/A          0.0175                          7.4825                    20360301                                360
TN            0          N/A          0.0175                          6.6075                    20360401                                360
AR            0          N/A          0.0175                          7.3575                    20360501                                360
NC            0          N/A          0.0175                          7.6075                    20360501                                360
OK            0          N/A          0.0175                          7.4825                    20360301                                360
NJ            0          N/A          0.0175                          7.6075                    20360501                                360
NJ            0          N/A          0.0175                          7.6075                    20360501                                360
CA            0          N/A          0.0175                          6.9825                    20360401                                360
CA            0          N/A          0.0175                          7.7325                    20360401                                360
CA            0          N/A          0.0175                          6.4825                    20360501                                360
CA            0          N/A          0.0175                          6.2325                    20360501                                360
NV            0          N/A          0.0175                          8.6075                    20360301                                360
CT            0          N/A          0.0175                          6.2325                    20360201                                360
NC            0          N/A          0.0175                          8.2325                    20360401                                360
NC            0          N/A          0.0175                          7.7325                    20360401                                360
WA            0          N/A          0.0175                          7.2325                    20360301                                360
GA            0          N/A          0.0175                          6.3575                    20351201                                360
TX            0          N/A          0.0175                          7.2325                    20360301                                360
AZ            0          N/A          0.0175                          6.4825                    20360201                                360
TX            0          N/A          0.0175                          6.4825                    20360201                                360
AZ            0          N/A          0.0175                          7.2325                    20360501                                360
CA            0          N/A          0.0175                          7.1075                    20351201                                360
WA            0          N/A          0.0175                          7.6075                    20360501                                360
NC            0          N/A          0.0175                          8.7325                    20360501                                360
CA            0          N/A          0.0175                          6.3575                    20360301                                360
SC            0          N/A          0.0175                          7.4825                    20360501                                360
CO            0          N/A          0.0175                          7.9825                    20360401                                360
FL            0          N/A          0.0175                          6.7325                    20360501                                360
OH            0          N/A          0.0175                          5.6075                    20351001                                360
MD            0          N/A          0.0175                          6.4825                    20360301                                360
AZ            0          N/A          0.0175                          6.4825                    20360201                                360
CT            0          N/A          0.0175                          5.8575                    20360201                                360
CA            0          N/A          0.0175                          7.4825                    20360401                                360
CT            0          N/A          0.0175                          6.1075                    20351201                                360
CA            0          N/A          0.0175                          6.6075                    20360501                                360
TX            0          N/A          0.0175                          7.7325                    20360301                                360
GA            0          N/A          0.0175                          7.1075                    20360501                                360
CO            0          N/A          0.0175                          7.6075                    20360301                                360
CA            0          N/A          0.0175                          6.3575                    20351201                                360
TX            0          N/A          0.0175                          6.1075                    20351201                                360
WA            0          N/A          0.0175                          8.4825                    20360501                                360
CA            0          N/A          0.0175                          6.9825                    20360501                                360
CO            0          N/A          0.0175                          6.2325                    20360401                                360
IL            0          N/A          0.0175                          8.4825                    20360301                                360
SC            0          N/A          0.0175                          7.4825                    20360401                                360
TX            0          N/A          0.0175                          6.7325                    20360401                                360
GA            0          N/A          0.0175                          6.1075                    20360401                                360
GA            0          N/A          0.0175                          6.7325                    20360501                                360
AL            0          N/A          0.0175                          6.9825                    20360401                                360
GA            0          N/A          0.0175                          6.1075                    20360301                                360
TX            0          N/A          0.0175                          7.4825                    20360401                                360
NV            0          N/A          0.0175                          8.4825                    20360501                                360
TX            0          N/A          0.0175                          7.3575                    20360401                                360
GA            0          N/A          0.0175                          7.1075                    20360301                                360
TX            0          N/A          0.0175                          6.9825                    20360401                                360
TX            0          N/A          0.0175                          6.6075                    20360301                                360
TX            0          N/A          0.0175                          7.4825                    20360401                                360
TN            0          N/A          0.0175                          7.2325                    20360401                                360
VA            0          N/A          0.0175                          6.4825                    20360301                                360
AL            0          N/A          0.0175                          7.1075                    20360501                                360
AL            0          N/A          0.0175                          7.7325                    20360501                                360
TX            0          N/A          0.0175                          7.4825                    20360401                                360
TX            0          N/A          0.0175                          6.9825                    20360501                                360
CO            0          N/A          0.0175                          7.4825                    20360401                                360
CO            0          N/A          0.0175                          6.3575                    20360501                                360
NV            0          N/A          0.0175                          7.3575                    20360501                                360
TX            0          N/A          0.0175                          6.8575                    20360501                                360
TX            0          N/A          0.0175                          6.8575                    20360301                                360
NJ            0          N/A          0.0175                          7.4825                    20360401                                360
MD            0          N/A          0.0175                          7.8575                    20360401                                360
VA            0          N/A          0.0175                          7.6075                    20360401                                360
MD            0          N/A          0.0175                          7.6075                    20360501                                360
MD            0          N/A          0.0175                          7.2325                    20360401                                360
VA            0          N/A          0.0175                          6.4825                    20360501                                360
MD            0          N/A          0.0175                          7.6075                    20360401                                360
MD            0          N/A          0.0175                          7.8575                    20360601                                360
NC            0          N/A          0.0175                          6.9825                    20360501                                360
PA            0          N/A          0.0175                          7.8575                    20360501                                360
NJ            0          N/A          0.0175                          7.3575                    20360501                                360
NJ            0          N/A          0.0175                          7.4825                    20360401                                360
MD            0          N/A          0.0175                          7.3575                    20360501                                360
SC            0          N/A          0.0175                          7.6075                    20360401                                360
MD            0          N/A          0.0175                          7.2325                    20360501                                360
NJ            0          N/A          0.0175                          7.7325                    20360501                                360
MD            0          N/A          0.0175                          7.7325                    20360501                                360
NJ            0          N/A          0.0175                          7.4825                    20360401                                360
SC            0          N/A          0.0175                          6.9825                    20360501                                360
MD            0          N/A          0.0175                          7.4825                    20360501                                360
PA            0          N/A          0.0175                          7.4825                    20360501                                360
TN            0          N/A          0.0175                          7.2325                    20360501                                360
GA            0          N/A          0.0175                          7.6075                    20360201                                360
FL            0          N/A          0.0175                          7.4825                    20360401                                360
FL            0          N/A          0.0175                          7.6075                    20360501                                360
GA            0          N/A          0.0175                          7.6075                    20360501                                360
GA            0          N/A          0.0175                          7.3575                    20360401                                360
CA            0          N/A          0.0175                          8.4825                    20360401                                360
FL            0          N/A          0.0175                          7.6075                    20360501                                360
SC            0          N/A          0.0175                          7.2325                    20360401                                360
AZ            0          N/A          0.0175                          6.2325                    20360401                                360
AZ            0          N/A          0.0175                          6.6075                    20360501                                360
AZ            0          N/A          0.0175                          7.4825                    20360501                                360
AZ            0          N/A          0.0175                          7.2325                    20360501                                360
AZ            0          N/A          0.0175                          7.2325                    20360501                                360
FL            0          N/A          0.0175                          7.2325                    20360501                                360
PA            0          N/A          0.0175                          6.3575                    20360401                                360
PA            0          N/A          0.0175                          6.7325                    20360301                                360
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GA            0          N/A          0.0175                          6.4825                    20360401                                360
GA            0          N/A          0.0175                          7.2325                    20360401                                360
GA            0          N/A          0.0175                          7.2325                    20360301                                360
GA            0          N/A          0.0175                          6.9825                    20360301                                360
GA            0          N/A          0.0175                          7.8575                    20360401                                360
GA            0          N/A          0.0175                          7.1075                    20360401                                360
GA            0          N/A          0.0175                          6.3575                    20360301                                360
GA            0          N/A          0.0175                          6.8575                    20360301                                360
GA            0          N/A          0.0175                          6.3575                    20360301                                360
GA            0          N/A          0.0175                          6.8575                    20360301                                360
GA            0          N/A          0.0175                          6.8575                    20360501                                360
GA            0          N/A          0.0175                          6.3575                    20360301                                360
GA            0          N/A          0.0175                          6.1075                    20360501                                360
GA            0          N/A          0.0175                          6.9825                    20360301                                360
GA            0          N/A          0.0175                          6.7325                    20360301                                360
GA            0          N/A          0.0175                          7.6075                    20360401                                360
GA            0          N/A          0.0175                          7.1075                    20360301                                360
GA            0          N/A          0.0175                          6.9825                    20360401                                360
GA            0          N/A          0.0175                          7.2325                    20360301                                360
GA            0          N/A          0.0175                          6.9825                    20360401                                360
GA            0          N/A          0.0175                          7.9825                    20360401                                360
GA            0          N/A          0.0175                          7.2325                    20360401                                360
GA            0          N/A          0.0175                          7.3575                    20360301                                360
GA            0          N/A          0.0175                          7.6075                    20360501                                360
GA            0          N/A          0.0175                          7.3575                    20360501                                360
GA            0          N/A          0.0175                          7.6075                    20360401                                360
GA            0          N/A          0.0175                          7.2325                    20360401                                360
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GA            0          N/A          0.0175                          6.6075                    20360401                                360
GA            0          N/A          0.0175                          6.6075                    20360201                                360
GA            0          N/A          0.0175                          7.6075                    20360501                                360
GA            0          N/A          0.0175                          6.6075                    20360301                                360
GA            0          N/A          0.0175                          6.6075                    20360401                                360
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GA            0          N/A          0.0175                          7.9825                    20360401                                360
GA            0          N/A          0.0175                          6.6075                    20360401                                360
GA            0          N/A          0.0175                          6.2325                    20360501                                360
GA            0          N/A          0.0175                          6.9825                    20360301                                360
GA            0          N/A          0.0175                          6.4825                    20360401                                360
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GA            0          N/A          0.0175                          6.8575                    20360301                                360
GA            0          N/A          0.0175                          6.8575                    20360401                                360
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GA            0          N/A          0.0175                          6.4825                    20360401                                360
GA            0          N/A          0.0175                          7.1075                    20360101                                360
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GA            0          N/A          0.0175                          7.6075                    20360501                                360
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CO            0          N/A          0.0175                          6.9825                    20360601                                360
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MO            0          N/A          0.0175                          8.6075                    20360301                                360
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TX            0          N/A          0.0175                          6.9825                    20360301                                360
IL            0          N/A          0.0175                          8.1075                    20360501                                360
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IL            0          N/A          0.0175                          7.9825                    20360301                                360
OR            0          N/A          0.0175                          7.3575                    20360301                                360
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TX            0          N/A          0.0175                          7.4825                    20360301                                360
AZ            0          N/A          0.0175                          7.6075                    20360501                                360
OK            0          N/A          0.0175                          7.2325                    20360401                                360
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TX            0          N/A          0.0175                          7.3575                    20360501                                360
TX            0          N/A          0.0175                          7.6075                    20360401                                360
TX            0          N/A          0.0175                          8.4825                    20360401                                360
TX            0          N/A          0.0175                          7.2325                    20360401                                360
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GA            0          N/A          0.0175                          6.8575                    20360501                                360
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GA            0          N/A          0.0175                          7.1075                    20360301                                360
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GA            0          N/A          0.0175                          6.3575                    20360501                                360
GA            0          N/A          0.0175                          5.8575                    20360601                                360
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GA            0          N/A          0.0175                          6.9825                    20360401                                360
GA            0          N/A          0.0175                          6.9825                    20360501                                360
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GA            0          N/A          0.0175                          6.8575                    20360501                                360
GA            0          N/A          0.0175                          7.2325                    20360501                                360
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GA            0          N/A          0.0175                          8.3575                    20360401                                360
GA            0          N/A          0.0175                          5.8575                    20360501                                360
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GA            0          N/A          0.0175                          6.7325                    20360501                                360
OH            0          N/A          0.0175                          7.1075                    20360501                                360
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TX            0          N/A          0.0175                          7.2325                    20360401                                360
TX            0          N/A          0.0175                          8.2325                    20360401                                360
TX            0          N/A          0.0175                          8.2325                    20360401                                360
TX            0          N/A          0.0175                          7.2325                    20360401                                360
TX            0          N/A          0.0175                          7.2325                    20360501                                360
MO            0          N/A          0.0175                          6.9825                    20360501                                360
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TX            0          N/A          0.0175                          7.2325                    20360501                                360
TX            0          N/A          0.0175                          7.1075                    20360401                                360
TX            0          N/A          0.0175                          8.4825                    20360501                                360
TX            0          N/A          0.0175                          8.2325                    20360401                                360
TX            0          N/A          0.0175                          8.2325                    20360401                                360
TX            0          N/A          0.0175                          6.9825                    20360501                                360
TX            0          N/A          0.0175                          7.2325                    20360401                                360
TX            0          N/A          0.0175                          7.9825                    20360501                                360
TX            0          N/A          0.0175                          7.3575                    20360501                                360
TX            0          N/A          0.0175                          7.2325                    20360401                                360
TX            0          N/A          0.0175                          7.2325                    20360501                                360
LA            0          N/A          0.0175                          7.1075                    20360401                                360
TX            0          N/A          0.0175                          8.2325                    20360401                                360
CA            0          N/A          0.0175                          7.2325                    20360501                                360
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IL            0          N/A          0.0175                          6.6075                    20360501                                360
IL            0          N/A          0.0175                          7.3575                    20360501                                360
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GA            0          N/A          0.0175                          6.9825                    20360401                                360
GA            0          N/A          0.0175                          7.2325                    20360401                                360
GA            0          N/A          0.0175                          7.6075                    20360501                                360
VA            0          N/A          0.0175                          8.3575                    20360401                                360
AZ            0          N/A          0.0175                          8.2325                    20360501                                360
MI            0          N/A          0.0175                          8.2325                    20360101                                360
GA            0          N/A          0.0175                          6.3575                    20360501                                360
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NC            0          N/A          0.0175                          6.8575                    20360501                                360
FL            0          N/A          0.0175                          6.8575                    20360501                                360
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AZ            0          N/A          0.0175                          6.8575                    20360501                                360
VA            0          N/A          0.0175                          6.9825                    20360501                                360
NM            0          N/A          0.0175                          7.4825                    20360401                                360
AZ            0          N/A          0.0175                          6.9825                    20360301                                360
PA            0          N/A          0.0175                          7.9825                    20360501                                360
AZ            0          N/A          0.0175                          8.1075                    20360501                                360
NV            0          N/A          0.0175                          7.2325                    20360401                                360
FL            0          N/A          0.0175                          6.8575                    20360401                                360
FL            0          N/A          0.0175                          6.9825                    20360501                                360
AZ            0          N/A          0.0175                          7.2325                    20360501                                360
NV            0          N/A          0.0175                          6.7325                    20360501                                360
AZ            0          N/A          0.0175                          7.2325                    20360601                                360
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MI            0          N/A          0.0175                          6.6075                    20360401                                360
CA            0          N/A          0.0175                          7.2325                    20360501                                360
FL            0          N/A          0.0175                          8.1075                    20360401                                360
FL            0          N/A          0.0175                          8.2325                    20360501                                360
FL            0          N/A          0.0175                          7.8575                    20360401                                360
IL            0          N/A          0.0175                          8.3575                    20360401                                360
FL            0          N/A          0.0175                          7.6075                    20360501                                360
CA            0          N/A          0.0175                          6.7325                    20360501                                360
CA            0          N/A          0.0175                          7.6075                    20360401                                360
NV            0          N/A          0.0175                          6.6075                    20360501                                360
CO            0          N/A          0.0175                          8.2325                    20360501                                360
IL            0          N/A          0.0175                          8.2325                    20360401                                360
FL            0          N/A          0.0175                          7.1075                    20360401                                360
OH            0          N/A          0.0175                          7.8575                    20360501                                360
UT            0          N/A          0.0175                          7.1075                    20360401                                360
UT            0          N/A          0.0175                          7.1075                    20360401                                360
CO            0          N/A          0.0175                          7.8575                    20360501                                360
UT            0          N/A          0.0175                          7.2325                    20360401                                360
CO            0          N/A          0.0175                          7.3575                    20360501                                360
UT            0          N/A          0.0175                          7.7325                    20360501                                360
CO            0          N/A          0.0175                          6.9825                    20360401                                360
CO            0          N/A          0.0175                          7.2325                    20360401                                360
CO            0          N/A          0.0175                          7.6075                    20360501                                360
CO            0          N/A          0.0175                          7.1075                    20360501                                360
CO            0          N/A          0.0175                          7.1075                    20360401                                360
CO            0          N/A          0.0175                          7.2325                    20360401                                360
UT            0          N/A          0.0175                          7.6075                    20360501                                360
CO            0          N/A          0.0175                          7.3575                    20360501                                360
UT            0          N/A          0.0175                          7.6075                    20360401                                360
UT            0          N/A          0.0175                          7.3575                    20360501                                360
CO            0          N/A          0.0175                          6.6075                    20360401                                360
UT            0          N/A          0.0175                          6.7325                    20360401                                360
CO            0          N/A          0.0175                          7.2325                    20360401                                360
CO            0          N/A          0.0175                          7.3575                    20360501                                360
CO            0          N/A          0.0175                          8.1075                    20360501                                360
CO            0          N/A          0.0175                          7.4825                    20360501                                360
NV            0          N/A          0.0175                          7.2325                    20360501                                360
NV            0          N/A          0.0175                          7.4825                    20360501                                360
CA            0          N/A          0.0175                          8.6075                    20360501                                360
CA            0          N/A          0.0175                          8.6075                    20360501                                360
CA            0          N/A          0.0175                          8.4825                    20360501                                360
CA            0          N/A          0.0175                          6.4825                    20360201                                360
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NV            0          N/A          0.0175                          6.7325                    20360501                                360
NV            0          N/A          0.0175                          6.8575                    20360401                                360
NV            0          N/A          0.0175                          7.1075                    20360501                                360
NV            0          N/A          0.0175                          7.6075                    20360401                                360
RI            0          N/A          0.0175                          7.9825                    20360401                                360
MI            0          N/A          0.0175                          6.9825                    20360401                                360
IN            0          N/A          0.0175                          6.6075                    20360401                                360
MA            0          N/A          0.0175                          7.6075                    20360501                                360
CT            0          N/A          0.0175                          6.6075                    20360501                                360
IN            0          N/A          0.0175                          6.7325                    20360401                                360
NH            0          N/A          0.0175                          6.7325                    20360401                                360
MA            0          N/A          0.0175                          8.3575                    20360201                                360
CT            0          N/A          0.0175                          6.4825                    20360201                                360
NH            0          N/A          0.0175                          6.7325                    20360401                                360
RI            0          N/A          0.0175                          7.1075                    20360501                                360
MA            0          N/A          0.0175                          6.4825                    20360201                                360
MA            0          N/A          0.0175                          7.3575                    20360401                                360
MI            0          N/A          0.0175                          6.4825                    20360401                                360
MA            0          N/A          0.0175                          7.6075                    20360401                                360
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CA            0          N/A          0.0175                          7.1075                    20360501                                360
FL            0          N/A          0.0175                          8.1075                    20360501                                360
FL            0          N/A          0.0175                          6.6075                    20360401                                360
TX            0          N/A          0.0175                          6.1075                    20360401                                360
MS            0          N/A          0.0175                          8.1075                    20360501                                360
IN            0          N/A          0.0175                          7.8575                    20360501                                360
OK            0          N/A          0.0175                          7.3575                    20360401                                360
TX            0          N/A          0.0175                          8.1075                    20360501                                360
IN            0          N/A          0.0175                          7.1075                    20360401                                360
TX            0          N/A          0.0175                          8.2325                    20360401                                360
OH            0          N/A          0.0175                          8.2325                    20360301                                360
OK            0          N/A          0.0175                          7.3575                    20360401                                360
TX            0          N/A          0.0175                          6.9825                    20360401                                360
FL            0          N/A          0.0175                          6.6075                    20360501                                360
OK            0          N/A          0.0175                          7.3575                    20360401                                360
WY            0          N/A          0.0175                          7.1075                    20360501                                360
UT            0          N/A          0.0175                          6.4825                    20360501                                360
UT            0          N/A          0.0175                          7.8575                    20360501                                360
CA            0          N/A          0.0175                          6.6075                    20360501                                360
TX            0          N/A          0.0175                          7.2325                    20360501                                360
AZ            0          N/A          0.0175                          7.1075                    20360501                                360
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UT            0          N/A          0.0175                          7.4825                    20360501                                360
FL            0          N/A          0.0175                          8.6075                    20360501                                360
CO            0          N/A          0.0175                          7.6075                    20360401                                360
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UT            0          N/A          0.0175                          7.2325                    20360501                                360
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CA            0          N/A          0.0175                          7.2325                    20360601                                360
CA            0          N/A          0.0175                          6.8575                    20360501                                360
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NC            0          N/A          0.0175                          6.7325                    20360301                                360
CO            0          N/A          0.0175                          7.2325                    20360401                                360
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TN            0          N/A          0.0175                          7.2325                    20360301                                360
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AZ            0          N/A          0.0175                          7.1075                    20360401                                360
CA            0          N/A          0.0175                          7.2325                    20360401                                360
IL            0          N/A          0.0175                          7.9825                    20360401                                360
NV            0          N/A          0.0175                          8.6075                    20360101                                360
NV            0          N/A          0.0175                          8.3575                    20360201                                360
VA            0          N/A          0.0175                          7.2325                    20360401                                360
VA            0          N/A          0.0175                          7.2325                    20360401                                360
VA            0          N/A          0.0175                          7.2325                    20360401                                360
VA            0          N/A          0.0175                          7.2325                    20360401                                360
VA            0          N/A          0.0175                          7.2325                    20360401                                360
MD            0          N/A          0.0175                          7.2325                    20360401                                360
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VA            0          N/A          0.0175                          7.7325                    20360501                                360
VA            0          N/A          0.0175                          7.2325                    20360401                                360
VA            0          N/A          0.0175                          7.1075                    20360401                                360
VA            0          N/A          0.0175                          7.2325                    20360401                                360
VA            0          N/A          0.0175                          7.2325                    20360401                                360
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NV            0          N/A          0.0175                          6.2325                    20360101                                360
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NV            0          N/A          0.0175                          7.1075                    20360501                                360
NV            0          N/A          0.0175                          6.1075                    20360401                                360
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AZ            0          N/A          0.0175                          7.6075                    20360501                                360
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AZ            0          N/A          0.0175                          6.4825                    20360401                                360
AZ            0          N/A          0.0175                          6.8575                    20360601                                360
AZ            0          N/A          0.0175                          6.6075                    20360501                                360
AZ            0          N/A          0.0175                          6.6075                    20360401                                360
AZ            0          N/A          0.0175                          6.6075                    20360501                                360
AZ            0          N/A          0.0175                          7.2325                    20360401                                360
AZ            0          N/A          0.0175                          6.6075                    20360401                                360
AZ            0          N/A          0.0175                          6.7325                    20360401                                360
AZ            0          N/A          0.0175                          6.4825                    20360301                                360
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TX            0          N/A          0.0175                          6.9825                    20360401                                360
TX            0          N/A          0.0175                          6.4825                    20360501                                360
TX            0          N/A          0.0175                          7.3575                    20360501                                360
TX            0          N/A          0.0175                          7.3575                    20360401                                360
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GA            0          N/A          0.0175                          7.6075                    20360501                                360
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GA            0          N/A          0.0175                          8.6075                    20360401                                360
GA            0          N/A          0.0175                          8.6075                    20360501                                360
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PA            0          N/A          0.0175                          7.1075                    20360401                                360
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NJ            0          N/A          0.0175                          7.9825                    20360401                                360
PA            0          N/A          0.0175                          6.8575                    20360401                                360
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PA            0          N/A          0.0175                          6.7325                    20360401                                360
PA            0          N/A          0.0175                          6.9825                    20360401                                360
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PA            0          N/A          0.0175                          7.7325                    20360401                                360
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PA            0          N/A          0.0175                          6.6075                    20360501                                360
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PA            0          N/A          0.0175                          6.9825                    20360401                                360
NJ            0          N/A          0.0175                          7.2325                    20360501                                360
NJ            0          N/A          0.0175                          7.6075                    20360401                                360
PA            0          N/A          0.0175                          7.2325                    20360501                                360
NJ            0          N/A          0.0175                          6.9825                    20360401                                360
PA            0          N/A          0.0175                          7.8575                    20360401                                360
NJ            0          N/A          0.0175                          7.1075                    20360401                                360
PA            0          N/A          0.0175                          7.6075                    20360401                                360
PA            0          N/A          0.0175                          6.9825                    20360501                                360
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NE            0          N/A          0.0175                          6.9825                    20360501                                360
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MD            0          N/A          0.0175                          7.7325                    20360501                                360
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VA            0          N/A          0.0175                          6.6075                    20360401                                360
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GA            0          N/A          0.0175                          7.2325                    20360401                                360
GA            0          N/A          0.0175                          6.7325                    20360501                                360
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VA            0          N/A          0.0175                          7.3575                    20360401                                360
MD            0          N/A          0.0175                          7.1075                    20360501                                360
DC            0          N/A          0.0175                          8.2325                    20360501                                360
VA            0          N/A          0.0175                          6.6075                    20360401                                360
NJ            0          N/A          0.0175                          7.6075                    20360501                                360
NJ            0          N/A          0.0175                          7.9825                    20360401                                360
NJ            0          N/A          0.0175                          7.9825                    20360401                                360
CO            0          N/A          0.0175                          7.6075                    20360501                                360
TX            0          N/A          0.0175                          7.2325                    20360401                                360
CO            0          N/A          0.0175                          7.6075                    20360501                                360
CA            0          N/A          0.0175                          6.6075                    20360401                                360
TX            0          N/A          0.0175                          7.6075                    20360501                                360
CA            0          N/A          0.0175                          7.3575                    20360501                                360
IL            0          N/A          0.0175                          7.9825                    20360501                                360
MO            0          N/A          0.0175                          6.6075                    20360501                                360
KS            0          N/A          0.0175                          7.6075                    20360501                                360
OK            0          N/A          0.0175                          7.6075                    20360501                                360
IN            0          N/A          0.0175                          6.6075                    20360501                                360
TN            0          N/A          0.0175                          7.7325                    20360301                                360
MN            0          N/A          0.0175                          7.4825                    20360401                                360
FL            0          N/A          0.0175                          8.4825                    20360501                                360
MO            0          N/A          0.0175                          7.8575                    20360401                                360
KS            0          N/A          0.0175                          7.6075                    20360401                                360
KS            0          N/A          0.0175                          7.6075                    20360501                                360
KS            0          N/A          0.0175                          7.6075                    20360501                                360
NC            0          N/A          0.0175                          7.2325                    20360401                                360
MO            0          N/A          0.0175                          7.8575                    20360501                                360
OH            0          N/A          0.0175                          7.9825                    20360501                                360
MI            0          N/A          0.0175                          6.9825                    20360501                                360
NC            0          N/A          0.0175                          7.3575                    20360301                                360
AZ            0          N/A          0.0175                          7.6075                    20360501                                360
AZ            0          N/A          0.0175                          7.1075                    20360401                                360
AZ            0          N/A          0.0175                          7.1075                    20360401                                360
IN            0          N/A          0.0175                          7.2325                    20360101                                360
DC            0          N/A          0.0175                          5.9825                    20360201                                360
TX            0          N/A          0.0175                          6.2325                    20360301                                360
VA            0          N/A          0.0175                          7.9825                    20360101                                360
TX            0          N/A          0.0175                          7.6075                    20360501                                360
TX            0          N/A          0.0175                          7.1075                    20360401                                360
TX            0          N/A          0.0175                          8.4825                    20360401                                360
TX            0          N/A          0.0175                          7.7325                    20360501                                360
TX            0          N/A          0.0175                          6.9825                    20360401                                360
TX            0          N/A          0.0175                          7.1075                    20360501                                360
TX            0          N/A          0.0175                          6.2325                    20360501                                360
TX            0          N/A          0.0175                          7.6075                    20360501                                360
TX            0          N/A          0.0175                          7.1075                    20360401                                360
TX            0          N/A          0.0175                          7.3575                    20360301                                360
TX            0          N/A          0.0175                          7.9825                    20360501                                360
TX            0          N/A          0.0175                          7.2325                    20360501                                360
TX            0          N/A          0.0175                          7.1075                    20360401                                360
TX            0          N/A          0.0175                          6.6075                    20360401                                360
TX            0          N/A          0.0175                          7.6075                    20360401                                360
TX            0          N/A          0.0175                          7.2325                    20360501                                360
TX            0          N/A          0.0175                          7.6075                    20360401                                360
NY            0          N/A          0.0175                          7.3575                    20360501                                360
CA            0          N/A          0.0175                          6.6075                    20360401                                360


STATE              STATED_REM_TERM                    ORIGINAL_AMORTIZATION_TERM                  BALLOON            NEG_AM                          ORIGINAL_BALANCE
---------------------------------------------------------------------------------------------------------------------------------------------------------------------
CO                       357                                      360                               No                  N                                  173550
TX                       357                                      360                               No                  N                                  109000
MD                       356                                      360                               No                  N                                  202400
MO                       357                                      360                               No                  N                                   81900
MD                       356                                      360                               No                  N                                  148000
NC                       357                                      360                               No                  N                                  104000
WI                       357                                      360                               No                  N                                  208250
IN                       357                                      360                               No                  N                                  119452
OR                       357                                      360                               No                  N                                  179900
MD                       356                                      360                               No                  N                                  346000
VA                       357                                      360                               No                  N                                   90000
AZ                       356                                      360                               No                  N                                  239200
VA                       358                                      360                               No                  N                                  296000
MD                       359                                      360                               No                  N                                  216000
DC                       358                                      360                               No                  N                                  338000
VA                       358                                      360                               No                  N                                  238400
DC                       358                                      360                               No                  N                                  294000
DC                       360                                      360                               No                  N                                  460000
VA                       360                                      360                               No                  N                                  472000
VA                       358                                      360                               No                  N                                  132000
VA                       358                                      360                               No                  N                                  236000
GA                       359                                      360                               No                  N                                  260000
MD                       358                                      360                               No                  N                                  212000
VA                       359                                      360                               No                  N                                  293200
VA                       358                                      360                               No                  N                                  180000
VA                       359                                      360                               No                  N                                  208000
TX                       358                                      360                               No                  N                                  122400
VA                       359                                      360                               No                  N                                  458000
MD                       358                                      360                               No                  N                                  417000
VA                       359                                      360                               No                  N                                  459000
MD                       359                                      360                               No                  N                                  224000
GA                       359                                      360                               No                  N                                  140800
MA                       359                                      360                               No                  N                                  260000
MD                       358                                      360                               No                  N                                  229600
MD                       358                                      360                               No                  N                                  379686
MD                       358                                      360                               No                  N                                  153000
GA                       358                                      360                               No                  N                                   74000
MD                       358                                      480                               Yes                 N                                   50050
TN                       359                                      360                               No                  N                                  323600
MD                       360                                      360                               No                  N                                  460000
MD                       358                                      360                               No                  N                                  264000
TN                       357                                      360                               No                  N                                  175300
DE                       359                                      360                               No                  N                                  162300
MD                       357                                      360                               No                  N                                   79200
IL                       357                                      360                               No                  N                                  224000
MD                       357                                      480                               Yes                 N                                  242400
MD                       358                                      360                               No                  N                                  280000
VA                       357                                      360                               No                  N                                  161600
IL                       358                                      360                               No                  N                                   84800
MD                       358                                      360                               No                  N                                  212810
GA                       358                                      360                               No                  N                                   92000
MD                       358                                      360                               No                  N                                  468000
NY                       357                                      360                               No                  N                                  420000
VA                       358                                      360                               No                  N                                  490500
MI                       359                                      360                               No                  N                                   58450
CT                       359                                      360                               No                  N                                  113400
GA                       359                                      360                               No                  N                                  118320
MO                       359                                      360                               No                  N                                  124000
TX                       359                                      360                               No                  N                                   70400
UT                       359                                      360                               No                  N                                  196045
CO                       359                                      360                               No                  N                                  128000
VA                       357                                      360                               No                  N                                  272000
MD                       357                                      360                               No                  N                                  176800
NJ                       356                                      360                               No                  N                                  364000
CA                       357                                      360                               No                  N                                  207500
VA                       356                                      360                               No                  N                                  156400
TN                       356                                      360                               No                  N                                   68400
TN                       357                                      360                               No                  N                                  102800
NJ                       356                                      360                               No                  N                                  212000
TN                       357                                      360                               No                  N                                   66000
PA                       356                                      360                               No                  N                                  132000
MD                       357                                      360                               No                  N                                  460000
VA                       357                                      360                               No                  N                                  110400
VA                       357                                      360                               No                  N                                  328000
FL                       358                                      360                               No                  N                                  260000
NJ                       358                                      360                               No                  N                                  417000
FL                       358                                      360                               No                  N                                  128000
FL                       358                                      360                               No                  N                                   63750
PA                       358                                      360                               No                  N                                  210350
NJ                       358                                      360                               No                  N                                  248000
FL                       358                                      360                               No                  N                                  161590
FL                       358                                      360                               No                  N                                  332000
DC                       358                                      360                               No                  N                                  303200
MA                       358                                      360                               No                  N                                  461600
CT                       358                                      360                               No                  N                                  299936
MD                       358                                      360                               No                  N                                  136000
MD                       358                                      360                               No                  N                                  277600
PA                       358                                      360                               No                  N                                  210350
NY                       358                                      360                               No                  N                                  504000
NY                       354                                      360                               No                  N                                   34000
FL                       354                                      360                               No                  N                                  132500
NY                       359                                      360                               No                  N                                  284250
NY                       357                                      360                               No                  N                                  392000
NY                       359                                      360                               No                  N                                  394250
NY                       359                                      360                               No                  N                                  600000
DC                       357                                      480                               Yes                 N                                  269500
MD                       358                                      360                               No                  N                                  239200
DC                       357                                      480                               Yes                 N                                  242750
MD                       358                                      360                               No                  N                                  138750
NC                       359                                      360                               No                  N                                  190400
NJ                       359                                      360                               No                  N                                  232000
NC                       360                                      360                               No                  N                                  550000
NJ                       358                                      360                               No                  N                                  173768
NJ                       359                                      360                               No                  N                                  260000
NJ                       359                                      360                               No                  N                                 1000000
NJ                       357                                      360                               No                  N                                  126000
NJ                       358                                      360                               No                  N                                  221250
NJ                       358                                      360                               No                  N                                  280000
NJ                       359                                      360                               No                  N                                  269500
FL                       358                                      360                               No                  N                                   74750
NJ                       359                                      360                               No                  N                                  213500
NJ                       359                                      360                               No                  N                                  307500
NJ                       356                                      360                               No                  N                                  332500
NY                       360                                      360                               No                  N                                  470000
NJ                       359                                      360                               No                  N                                  148000
NJ                       359                                      360                               No                  N                                  288000
MI                       356                                      360                               No                  N                                   62800
TX                       358                                      360                               No                  N                                   72450
FL                       358                                      360                               No                  N                                  131500
TX                       358                                      360                               No                  N                                   78200
FL                       359                                      360                               No                  N                                  204000
MI                       358                                      360                               No                  N                                   99400
CA                       359                                      360                               No                  N                                  487500
WA                       359                                      360                               No                  N                                  288800
TX                       359                                      360                               No                  N                                   59500
TX                       359                                      360                               No                  N                                   69900
CA                       359                                      360                               No                  N                                  382400
OR                       359                                      360                               No                  N                                  154800
FL                       359                                      360                               No                  N                                  116500
TX                       358                                      360                               No                  N                                   78000
TX                       359                                      360                               No                  N                                   65000
VA                       356                                      360                               No                  N                                  280000
TX                       359                                      360                               No                  N                                   66300
TX                       359                                      360                               No                  N                                   80750
TX                       359                                      360                               No                  N                                   82350
WA                       359                                      360                               No                  N                                  143500
TX                       359                                      360                               No                  N                                   55900
TX                       359                                      360                               No                  N                                   91000
FL                       358                                      360                               No                  N                                  100800
FL                       358                                      360                               No                  N                                  219192
NJ                       360                                      360                               No                  N                                  460000
NJ                       359                                      360                               No                  N                                  452000
NJ                       355                                      360                               No                  N                                  124000
NJ                       357                                      360                               No                  N                                  264000
CT                       354                                      360                               No                  N                                  158400
NJ                       359                                      360                               No                  N                                  283200
MA                       356                                      360                               No                  N                                  588000
NM                       359                                      360                               No                  N                                  208000
MI                       359                                      360                               No                  N                                  114800
CO                       359                                      360                               No                  N                                   89816
MN                       359                                      360                               No                  N                                  610000
LA                       357                                      360                               No                  N                                   76000
AL                       352                                      360                               No                  N                                 1000000
FL                       359                                      360                               No                  N                                  419250
FL                       359                                      360                               No                  N                                  176000
AL                       357                                      360                               No                  N                                  122800
TN                       357                                      360                               No                  N                                  160000
FL                       358                                      360                               No                  N                                  108000
FL                       358                                      360                               No                  N                                  164000
FL                       358                                      360                               No                  N                                  161000
MS                       358                                      360                               No                  N                                   45400
GA                       358                                      360                               No                  N                                  244000
FL                       357                                      360                               No                  N                                  627200
TN                       358                                      360                               No                  N                                  110530
AL                       358                                      360                               No                  N                                  192000
FL                       359                                      360                               No                  N                                  136000
FL                       358                                      360                               No                  N                                  552000
TN                       358                                      360                               No                  N                                  328000
FL                       358                                      360                               No                  N                                   70000
AL                       357                                      360                               No                  N                                   96000
FL                       358                                      360                               No                  N                                  234400
TN                       358                                      360                               No                  N                                   80000
FL                       358                                      360                               No                  N                                  108000
AL                       356                                      360                               No                  N                                   66400
MS                       359                                      360                               No                  N                                  121000
LA                       357                                      360                               No                  N                                  230000
TN                       356                                      360                               No                  N                                  158400
GA                       358                                      360                               No                  N                                  204508
TN                       358                                      360                               No                  N                                   94400
KY                       358                                      360                               No                  N                                   52875
TN                       358                                      360                               No                  N                                   76000
FL                       357                                      360                               No                  N                                  150000
GA                       357                                      360                               No                  N                                  100800
GA                       359                                      360                               No                  N                                  303000
GA                       358                                      360                               No                  N                                  151200
GA                       359                                      360                               No                  N                                  109200
AL                       359                                      360                               No                  N                                   84800
GA                       358                                      360                               No                  N                                  112000
GA                       358                                      360                               No                  N                                  111200
GA                       358                                      360                               No                  N                                  121600
GA                       359                                      360                               No                  N                                  192000
GA                       359                                      360                               No                  N                                   77250
GA                       359                                      360                               No                  N                                  158000
NC                       358                                      360                               No                  N                                  198500
GA                       359                                      480                               Yes                 N                                   78000
MO                       359                                      360                               No                  N                                   92720
GA                       357                                      360                               No                  N                                  408000
GA                       358                                      360                               No                  N                                   66400
TN                       359                                      360                               No                  N                                   74000
GA                       358                                      360                               No                  N                                  206250
NY                       359                                      360                               No                  N                                  775000
NJ                       359                                      480                               Yes                 N                                  210000
NJ                       359                                      360                               No                  N                                  304500
PA                       359                                      360                               No                  N                                   42600
PA                       358                                      360                               No                  N                                  108750
NY                       357                                      360                               No                  N                                  212000
PA                       358                                      360                               No                  N                                  340000
NJ                       358                                      360                               No                  N                                  240000
PA                       357                                      360                               No                  N                                  103930
PA                       358                                      360                               No                  N                                   99920
NJ                       359                                      360                               No                  N                                  297500
CT                       359                                      360                               No                  N                                  255550
CT                       357                                      360                               No                  N                                  380000
FL                       359                                      360                               No                  N                                  168000
FL                       359                                      360                               No                  N                                  168000
NY                       357                                      360                               No                  N                                  750000
NY                       358                                      360                               No                  N                                  695000
NY                       359                                      360                               No                  N                                  880000
NY                       359                                      360                               No                  N                                  615000
NY                       358                                      360                               No                  N                                  280000
NY                       359                                      360                               No                  N                                 1500000
FL                       359                                      360                               No                  N                                  110000
CT                       359                                      360                               No                  N                                  877500
FL                       359                                      360                               No                  N                                  168000
IL                       358                                      360                               No                  N                                  169600
NJ                       359                                      360                               No                  N                                   60000
PA                       358                                      360                               No                  N                                  133500
NJ                       359                                      360                               No                  N                                   63750
NJ                       359                                      360                               No                  N                                   52500
NJ                       359                                      360                               No                  N                                   56250
NJ                       359                                      360                               No                  N                                   48750
AZ                       358                                      360                               No                  N                                  115700
AZ                       358                                      360                               No                  N                                  264000
TX                       358                                      360                               No                  N                                   91600
CO                       359                                      360                               No                  N                                  212000
AZ                       359                                      360                               No                  N                                  288000
AZ                       359                                      360                               No                  N                                   94500
AZ                       359                                      360                               No                  N                                  128000
CA                       358                                      480                               Yes                 N                                  202000
AR                       359                                      360                               No                  N                                   58000
TX                       359                                      360                               No                  N                                  240000
TX                       359                                      360                               No                  N                                   60000
TX                       359                                      360                               No                  N                                  131200
TX                       358                                      360                               No                  N                                  120700
TX                       358                                      360                               No                  N                                   52000
TX                       360                                      360                               No                  N                                  650000
TX                       359                                      360                               No                  N                                  158800
TX                       359                                      360                               No                  N                                  134000
TX                       359                                      360                               No                  N                                   55200
CA                       359                                      360                               No                  N                                  539500
TX                       358                                      360                               No                  N                                  245000
CO                       358                                      480                               Yes                 N                                  233600
TX                       359                                      360                               No                  N                                   75000
GA                       358                                      480                               Yes                 N                                  107100
NC                       358                                      360                               No                  N                                  188000
MI                       358                                      360                               No                  N                                  203680
NJ                       358                                      360                               No                  N                                  196000
MN                       359                                      360                               No                  N                                  208000
NJ                       359                                      360                               No                  N                                  151200
NJ                       359                                      360                               No                  N                                  115000
MD                       358                                      360                               No                  N                                  402500
NV                       358                                      360                               No                  N                                  276200
GA                       358                                      360                               No                  N                                  108000
DC                       358                                      360                               No                  N                                  195000
FL                       358                                      360                               No                  N                                  328000
CA                       359                                      360                               No                  N                                  264000
CA                       359                                      360                               No                  N                                  436800
TX                       358                                      360                               No                  N                                  140080
NY                       358                                      360                               No                  N                                  600000
MD                       359                                      360                               No                  N                                  962000
TX                       358                                      360                               No                  N                                   90400
AZ                       358                                      360                               No                  N                                  320000
NH                       359                                      360                               No                  N                                  171000
MN                       359                                      360                               No                  N                                  179200
CA                       359                                      360                               No                  N                                  500000
CA                       358                                      360                               No                  N                                  280000
GA                       358                                      360                               No                  N                                  134000
GA                       359                                      360                               No                  N                                  148312
TX                       358                                      360                               No                  N                                   94016
AZ                       358                                      360                               No                  N                                  240000
NC                       359                                      360                               No                  N                                 97963.6
TX                       358                                      360                               No                  N                                   80752
WA                       358                                      360                               No                  N                                  268300
TX                       358                                      360                               No                  N                                  133250
CA                       358                                      360                               No                  N                                  175200
FL                       359                                      360                               No                  N                                  146250
TX                       359                                      360                               No                  N                                  265500
CA                       358                                      360                               No                  N                                  358211
NJ                       358                                      360                               No                  N                                  440000
TX                       358                                      360                               No                  N                                   63917
NJ                       359                                      360                               No                  N                                  525000
AZ                       359                                      360                               No                  N                                  178400
AZ                       358                                      360                               No                  N                                  235000
NJ                       358                                      360                               No                  N                                  139920
AZ                       358                                      360                               No                  N                                  556100
FL                       359                                      360                               No                  N                                  208000
FL                       359                                      360                               No                  N                                  221000
AZ                       358                                      360                               No                  N                                  496000
NY                       358                                      360                               No                  N                                  400000
GA                       358                                      360                               No                  N                                  122400
CA                       358                                      360                               No                  N                                  421000
NJ                       359                                      360                               No                  N                                  138750
CA                       359                                      360                               No                  N                                  172000
VA                       359                                      360                               No                  N                                  312000
CT                       359                                      360                               No                  N                                  185000
PA                       359                                      360                               No                  N                                  187000
DE                       358                                      360                               No                  N                                  126750
WA                       358                                      360                               No                  N                                  391000
MD                       358                                      360                               No                  N                                   77000
NJ                       359                                      360                               No                  N                                  750000
VA                       359                                      360                               No                  N                                  452700
FL                       359                                      360                               No                  N                                  221000
MD                       358                                      360                               No                  N                                  376000
TX                       358                                      360                               No                  N                                   58000
CA                       358                                      360                               No                  N                                  580000
VA                       359                                      360                               No                  N                                  353100
AZ                       359                                      360                               No                  N                                  265000
MN                       359                                      360                               No                  N                                  214400
CA                       359                                      360                               No                  N                                  613500
CA                       359                                      360                               No                  N                                  877500
NJ                       358                                      360                               No                  N                                   90400
MN                       359                                      360                               No                  N                                  142000
TX                       358                                      360                               No                  N                                  139090
NJ                       358                                      360                               No                  N                                  252000
MD                       358                                      360                               No                  N                                  180000
TX                       359                                      360                               No                  N                                  109200
TX                       359                                      360                               No                  N                                  108972
PA                       358                                      360                               No                  N                                  192000
AZ                       358                                      360                               No                  N                                  168000
TX                       359                                      360                               No                  N                                  194250
CA                       359                                      360                               No                  N                                  500000
TX                       358                                      360                               No                  N                                   64000
CA                       358                                      360                               No                  N                                  260100
CA                       358                                      360                               No                  N                                  257524
NJ                       358                                      360                               No                  N                                  375000
CA                       357                                      480                               Yes                 N                                  417000
TX                       358                                      360                               No                  N                                  195200
TX                       358                                      360                               No                  N                                  148856
TX                       358                                      360                               No                  N                                  203200
MN                       357                                      360                               No                  N                                  180000
GA                       357                                      360                               No                  N                                  114800
TX                       358                                      360                               No                  N                                  116880
FL                       357                                      360                               No                  N                                  191350
MA                       358                                      360                               No                  N                                  160000
TX                       359                                      360                               No                  N                                  200000
TX                       358                                      360                               No                  N                                  208000
TX                       358                                      360                               No                  N                                   81600
FL                       357                                      360                               No                  N                                   55500
IL                       358                                      360                               No                  N                                  202230
GA                       358                                      360                               No                  N                                  114040
IL                       358                                      360                               No                  N                                   87500
TX                       358                                      360                               No                  N                                  183992
TX                       358                                      360                               No                  N                                  108750
TX                       357                                      360                               No                  N                                  176000
TX                       358                                      360                               No                  N                                  112500
MA                       358                                      360                               No                  N                                   98000
SC                       358                                      360                               No                  N                                  164000
OH                       357                                      360                               No                  N                                   44000
TX                       358                                      360                               No                  N                                  217190
NC                       357                                      360                               No                  N                                   81360
IN                       358                                      360                               No                  N                                  340800
VA                       358                                      360                               No                  N                                  201600
IL                       357                                      360                               No                  N                                  112000
IL                       357                                      360                               No                  N                                  376000
TX                       358                                      360                               No                  N                                  101250
TX                       358                                      360                               No                  N                                   96000
OK                       358                                      360                               No                  N                                  141600
TX                       357                                      360                               No                  N                                   81373
TX                       358                                      360                               No                  N                                   54400
TX                       358                                      360                               No                  N                                  129608
TX                       358                                      360                               No                  N                                  146294
GA                       358                                      360                               No                  N                                   88000
TX                       358                                      360                               No                  N                                  150100
AZ                       356                                      360                               No                  N                                  172000
TX                       358                                      360                               No                  N                                   50400
TX                       358                                      360                               No                  N                                   55000
TX                       357                                      360                               No                  N                                   97824
TX                       358                                      360                               No                  N                                   54000
TX                       357                                      360                               No                  N                                   92692
TX                       357                                      360                               No                  N                                  189700
FL                       358                                      360                               No                  N                                  109550
TX                       358                                      360                               No                  N                                  206218
LA                       349                                      360                               No                  N                                  224000
TX                       358                                      360                               No                  N                                  130090
TX                       357                                      360                               No                  N                                  313600
IL                       358                                      360                               No                  N                                  295400
MN                       358                                      360                               No                  N                                  272000
MN                       358                                      360                               No                  N                                  110000
NJ                       357                                      360                               No                  N                                  130000
TX                       358                                      360                               No                  N                                   46800
TX                       358                                      360                               No                  N                                  146644
TX                       357                                      360                               No                  N                                   78000
TX                       358                                      360                               No                  N                                   95920
CA                       359                                      360                               No                  N                                  500000
NC                       358                                      360                               No                  N                                  138320
FL                       359                                      360                               No                  N                                  239868
MS                       359                                      480                               Yes                 N                                  182000
UT                       360                                      360                               No                  N                                 1920750
FL                       358                                      360                               No                  N                                   85000
GA                       359                                      480                               Yes                 N                                  142268
MD                       357                                      360                               No                  N                                   85000
MD                       359                                      360                               No                  N                                  768000
PA                       357                                      360                               No                  N                                   96600
MA                       359                                      360                               No                  N                                  145600
FL                       358                                      360                               No                  N                                  142000
CA                       359                                      360                               No                  N                                  445000
SC                       359                                      360                               No                  N                                   67240
TX                       359                                      360                               No                  N                                   84000
SC                       359                                      360                               No                  N                                   67240
GA                       358                                      360                               No                  N                                  160000
OR                       358                                      360                               No                  N                                  135000
WA                       359                                      360                               No                  N                                  161520
WA                       359                                      360                               No                  N                                  161520
CA                       358                                      360                               No                  N                                  555500
MD                       359                                      360                               No                  N                                  268000
CO                       359                                      360                               No                  N                                  112000
OR                       358                                      360                               No                  N                                   85000
AZ                       358                                      360                               No                  N                                  198800
TX                       359                                      360                               No                  N                                  258875
TN                       359                                      360                               No                  N                                   54200
NV                       359                                      360                               No                  N                                  186400
AZ                       359                                      360                               No                  N                                  220000
KY                       358                                      360                               No                  N                                  166720
NJ                       358                                      360                               No                  N                                  320000
RI                       358                                      480                               Yes                 N                                   77000
GA                       359                                      360                               No                  N                                   76800
CA                       358                                      360                               No                  N                                  455000
KY                       358                                      360                               No                  N                                   80000
CA                       359                                      360                               No                  N                                  341200
MD                       360                                      360                               No                  N                                  425600
CA                       358                                      360                               No                  N                                  292000
FL                       358                                      360                               No                  N                                   80500
CA                       358                                      360                               No                  N                                  529000
FL                       358                                      360                               No                  N                                  168000
OR                       359                                      360                               No                  N                                  287920
AZ                       359                                      360                               No                  N                                  269500
SC                       359                                      360                               No                  N                                   46800
FL                       358                                      360                               No                  N                                  116000
WA                       358                                      360                               No                  N                                  109600
GA                       359                                      360                               No                  N                                  106400
CA                       359                                      480                               Yes                 N                                  398000
TX                       358                                      360                               No                  N                                   84400
CA                       359                                      360                               No                  N                                  499200
CA                       359                                      360                               No                  N                                  365000
CA                       359                                      480                               Yes                 N                                  215800
MD                       359                                      360                               No                  N                                  310400
OR                       359                                      360                               No                  N                                   81750
CA                       359                                      360                               No                  N                                  500000
CA                       358                                      360                               No                  N                                  308000
WA                       357                                      360                               No                  N                                   96000
CA                       359                                      360                               No                  N                                  192000
FL                       358                                      360                               No                  N                                  116000
FL                       359                                      360                               No                  N                                  320000
TX                       358                                      360                               No                  N                                  151920
AZ                       359                                      360                               No                  N                                  184000
FL                       359                                      360                               No                  N                                  106000
CA                       359                                      360                               No                  N                                  247200
TN                       359                                      360                               No                  N                                   63750
SC                       358                                      360                               No                  N                                  134000
CA                       358                                      360                               No                  N                                  487500
CA                       359                                      360                               No                  N                                  485000
SC                       358                                      360                               No                  N                                  168000
AZ                       358                                      360                               No                  N                                  417000
CA                       358                                      360                               No                  N                                  380000
CA                       358                                      360                               No                  N                                  510000
FL                       358                                      360                               No                  N                                  570000
FL                       358                                      360                               No                  N                                  172000
TX                       359                                      360                               No                  N                                  148400
ID                       359                                      360                               No                  N                                  148000
CA                       359                                      360                               No                  N                                  616000
FL                       359                                      360                               No                  N                                  260000
MD                       358                                      360                               No                  N                                  288000
KY                       358                                      360                               No                  N                                   89600
IN                       359                                      360                               No                  N                                   63750
OH                       358                                      360                               No                  N                                   75920
IN                       358                                      360                               No                  N                                   70500
KY                       358                                      360                               No                  N                                  116000
KY                       358                                      360                               No                  N                                   80000
IN                       358                                      360                               No                  N                                   68000
OH                       358                                      360                               No                  N                                  268000
TN                       358                                      360                               No                  N                                  181900
TN                       358                                      360                               No                  N                                  168750
IN                       359                                      360                               No                  N                                  159600
KY                       358                                      360                               No                  N                                  154400
KY                       358                                      360                               No                  N                                   72680
TN                       358                                      360                               No                  N                                  160000
FL                       358                                      360                               No                  N                                  134800
KY                       358                                      360                               No                  N                                   72800
IN                       358                                      360                               No                  N                                   69300
OH                       358                                      360                               No                  N                                  141600
KY                       359                                      360                               No                  N                                  119900
IN                       359                                      360                               No                  N                                  104999
IN                       358                                      360                               No                  N                                   54652
OH                       359                                      360                               No                  N                                   76000
IN                       359                                      360                               No                  N                                   98400
IN                       359                                      360                               No                  N                                   62400
IN                       358                                      360                               No                  N                                  176000
IN                       358                                      360                               No                  N                                   66400
KY                       359                                      360                               No                  N                                   58400
IN                       359                                      360                               No                  N                                   71250
KY                       360                                      360                               No                  N                                  124000
IN                       358                                      360                               No                  N                                   66400
KY                       360                                      360                               No                  N                                   91600
KY                       358                                      360                               No                  N                                  110320
OH                       359                                      360                               No                  N                                   99200
IN                       359                                      360                               No                  N                                   63750
IN                       358                                      360                               No                  N                                  164000
IN                       358                                      360                               No                  N                                  248000
KY                       359                                      360                               No                  N                                   98320
WY                       358                                      360                               No                  N                                  132000
HI                       356                                      480                               Yes                 N                                  183750
CO                       359                                      360                               No                  N                                  146400
CA                       358                                      360                               No                  N                                  184000
WI                       359                                      360                               No                  N                                  148400
WI                       358                                      360                               No                  N                                   88000
CO                       357                                      360                               No                  N                                  144800
CO                       358                                      360                               No                  N                                  395500
WY                       359                                      360                               No                  N                                  541600
VA                       358                                      360                               No                  N                                  312000
VA                       358                                      360                               No                  N                                  441500
FL                       359                                      360                               No                  N                                  580000
NJ                       346                                      360                               No                  N                                  161598
VA                       358                                      360                               No                  N                                  479750
VA                       359                                      360                               No                  N                                  124000
VA                       359                                      360                               No                  N                                  428000
TX                       358                                      360                               No                  N                                  164000
HI                       360                                      360                               No                  N                                  468000
NE                       357                                      360                               No                  N                                  106300
OK                       359                                      360                               No                  N                                  133500
TX                       359                                      360                               No                  N                                  133196
OK                       359                                      360                               No                  N                                  133500
SC                       358                                      360                               No                  N                                   64500
SC                       359                                      360                               No                  N                                   51920
SC                       359                                      360                               No                  N                                   96800
AZ                       359                                      360                               No                  N                                  417000
SC                       358                                      360                               No                  N                                  213750
SC                       358                                      360                               No                  N                                   60075
AZ                       358                                      360                               No                  N                                   95000
TX                       358                                      360                               No                  N                                   60200
AZ                       358                                      360                               No                  N                                  269719
AZ                       359                                      360                               No                  N                                  102000
IN                       358                                      360                               No                  N                                  120800
AZ                       358                                      360                               No                  N                                   95000
AZ                       357                                      360                               No                  N                                  180000
MO                       357                                      360                               No                  N                                  146400
AZ                       358                                      360                               No                  N                                  206463
TN                       359                                      360                               No                  N                                   60000
IL                       359                                      360                               No                  N                                   59500
AZ                       359                                      360                               No                  N                                  141600
MO                       358                                      360                               No                  N                                  180800
TX                       357                                      360                               No                  N                                  163880
AZ                       355                                      360                               No                  N                                  169080
AZ                       359                                      360                               No                  N                                  148000
IL                       359                                      480                               Yes                 N                                  136500
TX                       359                                      360                               No                  N                                   89200
AZ                       358                                      360                               No                  N                                  135000
AZ                       359                                      360                               No                  N                                  228000
TX                       358                                      360                               No                  N                                  107920
IA                       359                                      360                               No                  N                                   78016
AZ                       359                                      360                               No                  N                                  204000
MO                       358                                      360                               No                  N                                   82400
TX                       358                                      360                               No                  N                                   84000
TX                       359                                      360                               No                  N                                  140800
TX                       358                                      360                               No                  N                                   40000
TX                       357                                      360                               No                  N                                   74313
TX                       357                                      360                               No                  N                                   74313
CO                       357                                      360                               No                  N                                  115200
TX                       356                                      360                               No                  N                                   76000
TX                       357                                      360                               No                  N                                  108220
TX                       358                                      360                               No                  N                                   82472
TX                       357                                      360                               No                  N                                   74313
CO                       357                                      360                               No                  N                                  115200
TX                       358                                      360                               No                  N                                   91200
TX                       356                                      360                               No                  N                                   86392
TX                       358                                      360                               No                  N                                   80672
TX                       357                                      360                               No                  N                                  120008
TX                       357                                      360                               No                  N                                   74313
TX                       357                                      360                               No                  N                                   74313
CO                       357                                      360                               No                  N                                  198300
TX                       359                                      360                               No                  N                                   67200
TX                       358                                      360                               No                  N                                   75806
TX                       358                                      360                               No                  N                                  192400
TX                       356                                      360                               No                  N                                   89592
TX                       359                                      360                               No                  N                                   81026
TX                       357                                      360                               No                  N                                   74313
TX                       359                                      360                               No                  N                                  198400
TX                       359                                      360                               No                  N                                  388089
TX                       357                                      360                               No                  N                                   66800
TX                       358                                      360                               No                  N                                  176000
TX                       359                                      360                               No                  N                                  157550
AZ                       359                                      360                               No                  N                                 1330000
FL                       358                                      360                               No                  N                                  199012
FL                       357                                      360                               No                  N                                  172800
FL                       359                                      360                               No                  N                                  316573
NC                       358                                      360                               No                  N                                   83192
FL                       359                                      360                               No                  N                                  140000
NC                       359                                      360                               No                  N                                   83192
NC                       358                                      360                               No                  N                                   81592
FL                       349                                      360                               No                  N                                  120000
FL                       357                                      360                               No                  N                                  110800
CA                       239                                      240                               No                  N                                  260000
CA                       359                                      360                               No                  N                                  190000
CA                       359                                      360                               No                  N                                  404000
CA                       359                                      360                               No                  N                                  208000
CA                       358                                      360                               No                  N                                  116000
CA                       357                                      360                               No                  N                                  388320
AZ                       359                                      360                               No                  N                                  399950
CA                       358                                      360                               No                  N                                  997100
CA                       359                                      360                               No                  N                                  499450
NV                       359                                      360                               No                  N                                  224300
CA                       357                                      480                               Yes                 N                                  250000
FL                       359                                      360                               No                  N                                  224000
OH                       359                                      360                               No                  N                                  297275
NY                       352                                      360                               No                  N                                  235000
TX                       356                                      360                               No                  N                                   67350
NY                       353                                      360                               No                  N                                  208000
FL                       357                                      360                               No                  N                                  500000
MA                       358                                      360                               No                  N                                  394700
PA                       358                                      360                               No                  N                                   46560
CT                       358                                      360                               No                  N                                  164000
NJ                       358                                      360                               No                  N                                  120000
NY                       358                                      360                               No                  N                                  192000
CT                       359                                      360                               No                  N                                  300000
NY                       358                                      480                               Yes                 N                                  243750
PA                       359                                      360                               No                  N                                   67500
NY                       359                                      360                               No                  N                                   58100
MA                       358                                      360                               No                  N                                  237930
CT                       358                                      360                               No                  N                                   58030
CT                       359                                      360                               No                  N                                  363000
TX                       359                                      360                               No                  N                                  107024
OK                       357                                      360                               No                  N                                   80000
TX                       358                                      360                               No                  N                                   88000
OK                       358                                      360                               No                  N                                  126400
OK                       357                                      360                               No                  N                                   67200
MD                       358                                      360                               No                  N                                  225000
MD                       359                                      360                               No                  N                                  280000
NC                       359                                      360                               No                  N                                  140700
MD                       357                                      360                               No                  N                                 1172500
NC                       359                                      360                               No                  N                                  167900
MD                       359                                      360                               No                  N                                  344000
MD                       358                                      360                               No                  N                                  268100
MD                       358                                      360                               No                  N                                  160500
NC                       358                                      360                               No                  N                                  178450
MD                       358                                      360                               No                  N                                   50400
VA                       359                                      360                               No                  N                                  386400
MD                       358                                      360                               No                  N                                  240000
MD                       358                                      360                               No                  N                                   64050
MD                       358                                      360                               No                  N                                   50400
MD                       357                                      360                               No                  N                                   96800
MD                       359                                      360                               No                  N                                  176000
NC                       359                                      360                               No                  N                                  357000
VA                       359                                      360                               No                  N                                  260000
VA                       358                                      360                               No                  N                                  994000
MA                       359                                      360                               No                  N                                  204000
VA                       359                                      360                               No                  N                                  211200
MD                       359                                      360                               No                  N                                  224000
MD                       358                                      360                               No                  N                                  140080
NJ                       358                                      360                               No                  N                                  367250
MD                       358                                      360                               No                  N                                  268000
CT                       359                                      360                               No                  N                                  152000
RI                       357                                      480                               Yes                 N                                  236000
MA                       359                                      360                               No                  N                                  250000
MA                       358                                      360                               No                  N                                  288000
NH                       358                                      360                               No                  N                                  167920
MD                       359                                      360                               No                  N                                  140000
MA                       358                                      360                               No                  N                                  296000
VA                       359                                      360                               No                  N                                  188000
MA                       358                                      360                               No                  N                                  300000
RI                       358                                      360                               No                  N                                  180000
MD                       358                                      360                               No                  N                                  890000
FL                       358                                      360                               No                  N                                   60000
FL                       359                                      360                               No                  N                                  173875
VA                       359                                      360                               No                  N                                  324000
MD                       358                                      360                               No                  N                                  378750
MD                       357                                      360                               No                  N                                  299500
VA                       358                                      360                               No                  N                                   70500
FL                       358                                      360                               No                  N                                  472000
AZ                       359                                      360                               No                  N                                  164500
VA                       357                                      360                               No                  N                                  295950
MD                       357                                      360                               No                  N                                  178650
NC                       358                                      360                               No                  N                                   96000
FL                       359                                      360                               No                  N                                  132000
MA                       356                                      360                               No                  N                                  206250
IL                       359                                      360                               No                  N                                  100100
NM                       359                                      360                               No                  N                                  112550
AL                       359                                      360                               No                  N                                  105000
VA                       358                                      360                               No                  N                                  349700
NM                       359                                      360                               No                  N                                  113200
GA                       357                                      360                               No                  N                                  202500
AL                       359                                      360                               No                  N                                  105000
MD                       359                                      360                               No                  N                                  792000
AZ                       355                                      360                               No                  N                                  309550
CA                       357                                      360                               No                  N                                  574000
TX                       357                                      360                               No                  N                                   98200
MA                       355                                      360                               No                  N                                  176500
FL                       355                                      360                               No                  N                                  216000
NV                       356                                      360                               No                  N                                  276000
TX                       357                                      360                               No                  N                                   54800
KS                       355                                      360                               No                  N                                   50400
WI                       356                                      360                               No                  N                                  126400
UT                       357                                      360                               No                  N                                  357750
CO                       357                                      360                               No                  N                                  196720
MO                       357                                      360                               No                  N                                  140400
TX                       354                                      360                               No                  N                                   64000
NH                       358                                      360                               No                  N                                  296000
IL                       356                                      360                               No                  N                                  188000
PA                       357                                      360                               No                  N                                   94400
TX                       358                                      360                               No                  N                                  174800
VA                       357                                      360                               No                  N                                  161600
MI                       356                                      360                               No                  N                                   66800
OH                       356                                      360                               No                  N                                  108000
OR                       357                                      360                               No                  N                                  202050
NM                       355                                      360                               No                  N                                  159000
WI                       356                                      360                               No                  N                                  126400
FL                       359                                      360                               No                  N                                  143200
MD                       357                                      360                               No                  N                                  344000
AZ                       358                                      360                               No                  N                                  144000
MD                       359                                      360                               No                  N                                  217600
CA                       359                                      360                               No                  N                                  540000
MD                       358                                      360                               No                  N                                  432000
NV                       358                                      360                               No                  N                                  650000
NC                       357                                      360                               No                  N                                  226400
HI                       358                                      360                               No                  N                                  232800
WA                       358                                      360                               No                  N                                  600000
AZ                       357                                      360                               No                  N                                  269750
NJ                       359                                      360                               No                  N                                  171925
NJ                       359                                      360                               No                  N                                  376000
MD                       359                                      360                               No                  N                                  320000
MD                       359                                      360                               No                  N                                  271500
NJ                       360                                      360                               No                  N                                  348000
FL                       360                                      360                               No                  N                                  108000
NJ                       358                                      360                               No                  N                                  172800
NY                       358                                      360                               No                  N                                  360000
FL                       359                                      360                               No                  N                                  201600
MD                       358                                      360                               No                  N                               254966.25
NJ                       357                                      360                               No                  N                                  312000
MD                       359                                      360                               No                  N                                  303920
GA                       357                                      360                               No                  N                                  100425
GA                       358                                      480                               Yes                 N                                  102750
GA                       356                                      480                               Yes                 N                                  156000
CA                       357                                      360                               No                  N                                  457000
IN                       359                                      360                               No                  N                                  169640
NY                       357                                      360                               No                  N                                  381500
FL                       358                                      360                               No                  N                                  115750
NJ                       358                                      360                               No                  N                                  255000
NY                       357                                      360                               No                  N                                  540000
NJ                       357                                      360                               No                  N                                  320000
CA                       359                                      360                               No                  N                                  120000
PA                       357                                      480                               Yes                 N                                  164100
PA                       357                                      480                               Yes                 N                                  216000
PA                       357                                      480                               Yes                 N                                  185000
AZ                       359                                      360                               No                  N                                  199200
CA                       360                                      360                               No                  N                                  468000
MO                       355                                      360                               No                  N                                  101250
NY                       358                                      360                               No                  N                                  232800
MA                       359                                      360                               No                  N                                  313600
NY                       359                                      360                               No                  N                                  341600
CO                       359                                      360                               No                  N                                  202400
VA                       360                                      360                               No                  N                                  624000
CO                       359                                      360                               No                  N                                  152000
MD                       359                                      360                               No                  N                                  670400
KY                       359                                      360                               No                  N                                  101500
OH                       359                                      360                               No                  N                                   99900
AZ                       359                                      360                               No                  N                                  247200
AZ                       359                                      360                               No                  N                                  384000
AZ                       359                                      360                               No                  N                                  164764
KS                       358                                      360                               No                  N                                  109900
FL                       358                                      360                               No                  N                                  301600
FL                       359                                      360                               No                  N                                 1750000
FL                       358                                      360                               No                  N                                  268000
FL                       358                                      360                               No                  N                                  272000
FL                       359                                      360                               No                  N                                  117600
FL                       355                                      360                               No                  N                                   68437
AL                       358                                      360                               No                  N                                   94800
SC                       359                                      360                               No                  N                                   64500
SC                       358                                      360                               No                  N                                  279920
FL                       358                                      360                               No                  N                                  354440
GA                       358                                      360                               No                  N                                   85000
SC                       359                                      360                               No                  N                                   50300
GA                       358                                      360                               No                  N                                  125520
SC                       358                                      360                               No                  N                                  147120
FL                       358                                      360                               No                  N                                  123175
GA                       359                                      360                               No                  N                                   93112
GA                       357                                      360                               No                  N                                  335000
SC                       359                                      360                               No                  N                                   48410
GA                       359                                      360                               No                  N                                  161250
SC                       359                                      360                               No                  N                                   84000
FL                       359                                      360                               No                  N                                  259000
SC                       359                                      360                               No                  N                                  112000
SC                       359                                      360                               No                  N                                  107200
SC                       358                                      360                               No                  N                                  132000
SC                       359                                      360                               No                  N                                   50250
GA                       359                                      360                               No                  N                                   70400
SC                       358                                      360                               No                  N                                   53000
SC                       359                                      360                               No                  N                                  132000
SC                       359                                      360                               No                  N                                  101250
SC                       359                                      360                               No                  N                                   58500
SC                       358                                      360                               No                  N                                   66400
AZ                       356                                      360                               No                  N                                  260260
TX                       359                                      480                               Yes                 N                                  139256
MD                       357                                      360                               No                  N                                  415750
UT                       357                                      360                               No                  N                                  219827
NV                       358                                      360                               No                  N                                  201592
FL                       358                                      360                               No                  N                                  180000
GA                       358                                      360                               No                  N                                   88000
GA                       356                                      360                               No                  N                                  112000
NC                       356                                      360                               No                  N                                  180000
GA                       358                                      360                               No                  N                                  153200
GA                       358                                      360                               No                  N                                  165500
NC                       359                                      360                               No                  N                                  112500
FL                       360                                      360                               No                  N                                  485000
NC                       358                                      360                               No                  N                                  113300
NC                       358                                      360                               No                  N                                   83250
NC                       359                                      360                               No                  N                                  117600
GA                       357                                      360                               No                  N                                   64750
FL                       357                                      360                               No                  N                                  176000
GA                       358                                      360                               No                  N                                  373500
FL                       358                                      360                               No                  N                                  316000
GA                       358                                      360                               No                  N                                  180000
GA                       358                                      360                               No                  N                                  120000
GA                       358                                      360                               No                  N                                   92900
FL                       358                                      360                               No                  N                                  132150
FL                       359                                      360                               No                  N                                  286850
GA                       358                                      360                               No                  N                                  128000
SC                       359                                      360                               No                  N                                  126350
GA                       359                                      360                               No                  N                                  594000
NC                       357                                      360                               No                  N                                  329600
GA                       359                                      360                               No                  N                                  105000
GA                       358                                      360                               No                  N                                  125500
FL                       359                                      360                               No                  N                                  516000
GA                       357                                      360                               No                  N                                  401250
GA                       359                                      360                               No                  N                                  376000
FL                       358                                      360                               No                  N                                  152000
GA                       358                                      360                               No                  N                                  236300
GA                       357                                      360                               No                  N                                   69200
GA                       358                                      360                               No                  N                                  182850
GA                       358                                      360                               No                  N                                  268000
GA                       359                                      360                               No                  N                                   92750
FL                       360                                      360                               No                  N                                  728000
GA                       359                                      360                               No                  N                                  116000
FL                       358                                      360                               No                  N                                 1218000
GA                       357                                      360                               No                  N                                  480000
NC                       358                                      360                               No                  N                                  174400
FL                       359                                      360                               No                  N                                  550000
NC                       358                                      360                               No                  N                                   92650
GA                       358                                      360                               No                  N                                  166750
FL                       356                                      360                               No                  N                                  158400
GA                       359                                      360                               No                  N                                  720000
FL                       359                                      360                               No                  N                                  196650
NY                       359                                      360                               No                  N                                  296000
VA                       359                                      360                               No                  N                                  205600
FL                       359                                      360                               No                  N                                  408000
FL                       357                                      360                               No                  N                                  135000
CA                       359                                      360                               No                  N                                  165000
CA                       358                                      360                               No                  N                                  480000
FL                       355                                      360                               No                  N                                  533850
NY                       359                                      360                               No                  N                                 1725500
IN                       359                                      360                               No                  N                                   98000
OH                       350                                      360                               No                  N                                  162500
IN                       359                                      360                               No                  N                                   90800
OH                       357                                      360                               No                  N                                  462000
IN                       359                                      360                               No                  N                                   98000
IN                       359                                      360                               No                  N                                   90800
IN                       359                                      360                               No                  N                                   98000
IN                       359                                      360                               No                  N                                  108185
IN                       359                                      360                               No                  N                                  108185
IN                       359                                      360                               No                  N                                  108185
IN                       359                                      360                               No                  N                                  108185
IN                       359                                      360                               No                  N                                   98000
IN                       359                                      360                               No                  N                                  108185
OH                       353                                      360                               No                  N                                  520000
IN                       359                                      360                               No                  N                                  108185
IN                       359                                      360                               No                  N                                  108185
IN                       359                                      360                               No                  N                                  108185
IN                       359                                      360                               No                  N                                  108185
IN                       359                                      360                               No                  N                                  108185
IN                       359                                      360                               No                  N                                   90800
IN                       359                                      360                               No                  N                                   98000
IN                       359                                      360                               No                  N                                  108185
IN                       359                                      360                               No                  N                                  108185
IN                       359                                      360                               No                  N                                   90800
OH                       351                                      360                               No                  N                                  159250
IN                       359                                      360                               No                  N                                  108185
UT                       359                                      360                               No                  N                                  162750
UT                       359                                      360                               No                  N                                   80560
UT                       358                                      360                               No                  N                                   92950
UT                       358                                      360                               No                  N                                  291800
FL                       357                                      360                               No                  N                                  116000
MN                       359                                      360                               No                  N                                  113750
TX                       359                                      360                               No                  N                                  110265
TX                       359                                      360                               No                  N                                   86410
TX                       359                                      360                               No                  N                                   98800
TX                       359                                      360                               No                  N                                   82318
TN                       359                                      360                               No                  N                                  111300
TX                       359                                      360                               No                  N                                  165560
CA                       358                                      360                               No                  N                                  330000
TX                       359                                      360                               No                  N                                  172500
TX                       359                                      360                               No                  N                                   92000
MN                       359                                      360                               No                  N                                  176250
TX                       359                                      360                               No                  N                                   70850
AL                       358                                      360                               No                  N                                  112500
TX                       359                                      360                               No                  N                                   58560
TX                       359                                      360                               No                  N                                   55650
TX                       358                                      360                               No                  N                                  143950
CA                       358                                      360                               No                  N                                  163000
WA                       358                                      360                               No                  N                                  104000
NV                       359                                      360                               No                  N                                  127500
AZ                       359                                      360                               No                  N                                  169200
SC                       357                                      360                               No                  N                                 1120000
GA                       357                                      360                               No                  N                                 1000000
IL                       358                                      360                               No                  N                                  234000
WI                       358                                      360                               No                  N                                  162000
MN                       358                                      360                               No                  N                                  621600
WA                       359                                      360                               No                  N                                  105600
GA                       358                                      360                               No                  N                                  126400
TX                       358                                      360                               No                  N                                   84903
IL                       359                                      360                               No                  N                                  177700
WA                       358                                      360                               No                  N                                   71600
TX                       358                                      360                               No                  N                                  102300
TX                       357                                      360                               No                  N                                  200750
TX                       358                                      360                               No                  N                                   72000
WA                       359                                      360                               No                  N                                  167452
FL                       359                                      360                               No                  N                                  184364
WA                       359                                      360                               No                  N                                  102760
IL                       359                                      360                               No                  N                                  132900
TX                       359                                      360                               No                  N                                  134400
CO                       359                                      360                               No                  N                                  100909
WI                       359                                      360                               No                  N                                   94400
AZ                       360                                      360                               No                  N                                  222000
GA                       358                                      360                               No                  N                                   72000
MN                       359                                      360                               No                  N                                  101600
MN                       358                                      360                               No                  N                                  154320
MN                       358                                      360                               No                  N                                  156000
FL                       359                                      360                               No                  N                                   87500
MO                       357                                      360                               No                  N                                   88000
MN                       359                                      360                               No                  N                                  209600
MN                       359                                      360                               No                  N                                  224000
IL                       357                                      360                               No                  N                                  256500
MD                       358                                      360                               No                  N                                  236000
TX                       359                                      360                               No                  N                                  118800
TX                       358                                      360                               No                  N                                   89600
TX                       358                                      360                               No                  N                                   49200
TX                       358                                      360                               No                  N                                   74456
TX                       359                                      360                               No                  N                                  111920
FL                       359                                      360                               No                  N                                   69500
MD                       359                                      360                               No                  N                                   68250
TX                       358                                      360                               No                  N                                  127920
TX                       359                                      360                               No                  N                                  381600
TX                       357                                      360                               No                  N                                  107920
TX                       359                                      360                               No                  N                                  248500
TX                       359                                      360                               No                  N                                   64000
TX                       357                                      360                               No                  N                                   81200
TX                       359                                      360                               No                  N                                   60000
TX                       359                                      360                               No                  N                                  372000
TX                       359                                      360                               No                  N                                   32960
TX                       359                                      360                               No                  N                                   62800
TX                       358                                      360                               No                  N                                  196800
TX                       358                                      360                               No                  N                                  146000
TX                       359                                      360                               No                  N                                   70440
TX                       357                                      360                               No                  N                                   50000
TX                       358                                      360                               No                  N                                   28800
NC                       356                                      360                               No                  N                                   74700
NC                       359                                      360                               No                  N                                  396000
CO                       359                                      360                               No                  N                                  165600
CA                       359                                      360                               No                  N                                  574500
CO                       359                                      360                               No                  N                                  206400
MA                       358                                      360                               No                  N                                  189920
CA                       355                                      360                               No                  N                                  359650
NM                       359                                      360                               No                  N                                  100000
NM                       359                                      360                               No                  N                                  124000
NY                       358                                      360                               No                  N                                   83600
FL                       357                                      360                               No                  N                                   85800
NC                       359                                      360                               No                  N                                  505000
CA                       357                                      360                               No                  N                                  780000
FL                       357                                      360                               No                  N                                  113750
CA                       357                                      360                               No                  N                                  348000
ME                       357                                      360                               No                  N                                  115200
TX                       358                                      360                               No                  N                                   98320
CA                       359                                      360                               No                  N                                 1000000
FL                       357                                      360                               No                  N                                  162500
WA                       358                                      360                               No                  N                                  204000
MA                       359                                      360                               No                  N                                  128000
FL                       357                                      360                               No                  N                                  201500
WA                       358                                      360                               No                  N                                  204000
ID                       357                                      360                               No                  N                                  122400
CA                       358                                      360                               No                  N                                  672000
GA                       358                                      360                               No                  N                                   87000
GA                       357                                      360                               No                  N                                  104000
NC                       357                                      360                               No                  N                                  149200
GA                       357                                      360                               No                  N                                  133600
GA                       358                                      360                               No                  N                                   66500
GA                       358                                      360                               No                  N                                  124000
GA                       357                                      360                               No                  N                                  134400
GA                       357                                      360                               No                  N                                  125600
GA                       356                                      360                               No                  N                                  158320
IL                       358                                      360                               No                  N                                   87750
MO                       359                                      360                               No                  N                                   44200
IN                       359                                      360                               No                  N                                  214400
IN                       358                                      360                               No                  N                                   69800
TX                       357                                      360                               No                  N                                  114233
FL                       358                                      360                               No                  N                                  108000
MI                       358                                      360                               No                  N                                  207200
TX                       357                                      360                               No                  N                                   51200
AR                       358                                      360                               No                  N                                  143850
MO                       356                                      360                               No                  N                                  168000
FL                       360                                      360                               No                  N                                  188500
FL                       359                                      360                               No                  N                                  116000
FL                       360                                      360                               No                  N                                  650000
FL                       357                                      360                               No                  N                                  177000
VA                       359                                      360                               No                  N                                  275000
FL                       359                                      360                               No                  N                                  138800
FL                       359                                      360                               No                  N                                  252000
FL                       357                                      360                               No                  N                                  242000
FL                       358                                      360                               No                  N                                  127920
IL                       359                                      360                               No                  N                                   62800
FL                       359                                      360                               No                  N                                  720000
FL                       359                                      360                               No                  N                                  171750
KY                       359                                      360                               No                  N                                  300000
FL                       359                                      360                               No                  N                                  315380
AL                       360                                      360                               No                  N                                  488000
IL                       359                                      360                               No                  N                                   53760
FL                       359                                      360                               No                  N                                  524000
TN                       358                                      360                               No                  N                                  128000
FL                       357                                      360                               No                  N                                  168000
GA                       357                                      360                               No                  N                                  172000
FL                       357                                      360                               No                  N                                  650000
OH                       357                                      360                               No                  N                                  209600
NJ                       358                                      360                               No                  N                                  129000
MI                       358                                      360                               No                  N                                  166700
MA                       358                                      360                               No                  N                                  248000
NV                       358                                      360                               No                  N                                 1000000
NV                       359                                      360                               No                  N                                  193500
CA                       359                                      360                               No                  N                                  417000
NV                       358                                      360                               No                  N                                  115500
CT                       357                                      360                               No                  N                                  158200
RI                       357                                      360                               No                  N                                  215200
NH                       357                                      360                               No                  N                                  150000
CT                       357                                      360                               No                  N                                  117250
AR                       359                                      360                               No                  N                                  110400
OK                       357                                      360                               No                  N                                   93750
NC                       359                                      360                               No                  N                                   86250
AR                       359                                      360                               No                  N                                   67500
OK                       357                                      360                               No                  N                                   93750
TN                       358                                      360                               No                  N                                  110640
AR                       359                                      360                               No                  N                                   88800
NC                       359                                      360                               No                  N                                  102375
OK                       357                                      360                               No                  N                                   93750
NJ                       359                                      360                               No                  N                                   75000
NJ                       359                                      360                               No                  N                                   78750
CA                       358                                      360                               No                  N                                  650000
CA                       358                                      360                               No                  N                                 1079000
CA                       359                                      360                               No                  N                                  289600
CA                       359                                      360                               No                  N                                  850000
NV                       357                                      360                               No                  N                                  133150
CT                       356                                      360                               No                  N                                   60000
NC                       358                                      360                               No                  N                                  108000
NC                       358                                      360                               No                  N                                  244000
WA                       357                                      360                               No                  N                                  216000
GA                       354                                      360                               No                  N                                   82720
TX                       357                                      360                               No                  N                                  108000
AZ                       356                                      480                               Yes                 N                                  122500
TX                       356                                      360                               No                  N                                  107550
AZ                       359                                      360                               No                  N                                  244000
CA                       354                                      360                               No                  N                                  318650
WA                       359                                      360                               No                  N                                  100000
NC                       359                                      360                               No                  N                                   64000
CA                       357                                      360                               No                  N                                  339300
SC                       359                                      360                               No                  N                                   69600
CO                       358                                      360                               No                  N                                  115900
FL                       359                                      480                               Yes                 N                                  163600
OH                       352                                      360                               No                  N                                   88000
MD                       357                                      360                               No                  N                                  351200
AZ                       356                                      480                               Yes                 N                                  262500
CT                       356                                      360                               No                  N                                  123200
CA                       358                                      360                               No                  N                                  176000
CT                       354                                      360                               No                  N                                   50000
CA                       359                                      360                               No                  N                                  712500
TX                       357                                      360                               No                  N                                   93691
GA                       359                                      360                               No                  N                                  232000
CO                       357                                      360                               No                  N                                  224000
CA                       354                                      360                               No                  N                                  318650
TX                       354                                      360                               No                  N                                   88800
WA                       359                                      480                               Yes                 N                                  169550
CA                       359                                      360                               No                  N                                  276000
CO                       358                                      360                               No                  N                                  303300
IL                       357                                      360                               No                  N                                  360000
SC                       358                                      360                               No                  N                                   55920
TX                       358                                      360                               No                  N                                  100400
GA                       358                                      360                               No                  N                                  443400
GA                       359                                      360                               No                  N                                  145680
AL                       358                                      360                               No                  N                                   72200
GA                       357                                      360                               No                  N                                  113200
TX                       358                                      360                               No                  N                                  111000
NV                       359                                      360                               No                  N                                  210000
TX                       358                                      360                               No                  N                                  548350
GA                       357                                      360                               No                  N                                  199200
TX                       358                                      360                               No                  N                                   98392
TX                       357                                      360                               No                  N                                  209600
TX                       358                                      360                               No                  N                                  111000
TN                       358                                      360                               No                  N                                   89988
VA                       357                                      360                               No                  N                                  980000
AL                       359                                      360                               No                  N                                   54900
AL                       359                                      360                               No                  N                                   70650
TX                       358                                      360                               No                  N                                  111000
TX                       359                                      360                               No                  N                                   96000
CO                       358                                      360                               No                  N                                  335820
CO                       359                                      360                               No                  N                                  647920
NV                       359                                      480                               Yes                 N                                  236000
TX                       359                                      360                               No                  N                                  417000
TX                       357                                      360                               No                  N                                  308000
NJ                       358                                      360                               No                  N                                  439800
MD                       358                                      360                               No                  N                                  148000
VA                       358                                      360                               No                  N                                  393400
MD                       359                                      360                               No                  N                                  329100
MD                       358                                      360                               No                  N                                  379712
VA                       359                                      360                               No                  N                                  503550
MD                       358                                      360                               No                  N                                  236411
MD                       360                                      360                               No                  N                                  676620
NC                       359                                      360                               No                  N                                  136960
PA                       359                                      360                               No                  N                                  486900
NJ                       359                                      360                               No                  N                                  449700
NJ                       358                                      360                               No                  N                                  194400
MD                       359                                      360                               No                  N                                  546200
SC                       358                                      360                               No                  N                                  117472
MD                       359                                      360                               No                  N                                  572792
NJ                       359                                      360                               No                  N                                  461350
MD                       359                                      360                               No                  N                                  442000
NJ                       358                                      360                               No                  N                                  199850
SC                       359                                      360                               No                  N                                  254032
MD                       359                                      360                               No                  N                                  514556
PA                       359                                      360                               No                  N                                  493250
TN                       359                                      360                               No                  N                                  213600
GA                       356                                      360                               No                  N                                   59200
FL                       358                                      360                               No                  N                                   87920
FL                       359                                      360                               No                  N                                  132000
GA                       359                                      480                               Yes                 N                                  120800
GA                       358                                      360                               No                  N                                  356000
CA                       358                                      360                               No                  N                                  321750
FL                       359                                      360                               No                  N                                  132000
SC                       358                                      360                               No                  N                                   97500
AZ                       358                                      360                               No                  N                                  975000
AZ                       359                                      360                               No                  N                                  515000
AZ                       359                                      360                               No                  N                                  280000
AZ                       359                                      360                               No                  N                                  131200
AZ                       359                                      360                               No                  N                                  778500
FL                       359                                      360                               No                  N                                  196000
PA                       358                                      360                               No                  N                                  204000
PA                       357                                      360                               No                  N                                  158000
PA                       359                                      360                               No                  N                                   82400
GA                       358                                      360                               No                  N                                  111920
GA                       358                                      360                               No                  N                                  129520
GA                       357                                      360                               No                  N                                  156320
GA                       357                                      360                               No                  N                                   92400
GA                       358                                      360                               No                  N                                  100520
GA                       358                                      360                               No                  N                                  198400
GA                       357                                      360                               No                  N                                  110560
GA                       357                                      360                               No                  N                                  103120
GA                       357                                      360                               No                  N                                  144540
GA                       357                                      360                               No                  N                                  164000
GA                       359                                      360                               No                  N                                  127920
GA                       357                                      360                               No                  N                                   77920
GA                       359                                      360                               No                  N                                  167058
GA                       357                                      360                               No                  N                                  189456
GA                       357                                      360                               No                  N                                  151195
GA                       358                                      360                               No                  N                                   60000
GA                       357                                      360                               No                  N                                  190999
GA                       358                                      360                               No                  N                                   87172
GA                       357                                      360                               No                  N                                  125600
GA                       358                                      360                               No                  N                                   74750
GA                       358                                      360                               No                  N                                  149444
GA                       358                                      360                               No                  N                                  119095
GA                       357                                      360                               No                  N                                   89600
GA                       359                                      360                               No                  N                                  119920
GA                       359                                      360                               No                  N                                  114800
GA                       358                                      360                               No                  N                                  151192
GA                       358                                      360                               No                  N                                   89500
GA                       359                                      360                               No                  N                                  202392
GA                       358                                      360                               No                  N                                   62000
GA                       356                                      360                               No                  N                                   92000
GA                       359                                      360                               No                  N                                  167592
GA                       357                                      360                               No                  N                                  203200
GA                       358                                      360                               No                  N                                  181380
GA                       359                                      360                               No                  N                                  171484
GA                       358                                      360                               No                  N                                  122285
GA                       358                                      360                               No                  N                                  112800
GA                       359                                      360                               No                  N                                  122464
GA                       357                                      360                               No                  N                                  283052
GA                       358                                      360                               No                  N                                  131560
NC                       358                                      360                               No                  N                                  124792
GA                       359                                      360                               No                  N                                  105200
GA                       356                                      360                               No                  N                                  114400
GA                       357                                      360                               No                  N                                  185880
GA                       358                                      360                               No                  N                                  141150
GA                       358                                      360                               No                  N                                  128500
GA                       359                                      360                               No                  N                                  127920
GA                       359                                      360                               No                  N                                  181464
GA                       359                                      360                               No                  N                                  120720
GA                       357                                      360                               No                  N                                   88000
GA                       357                                      360                               No                  N                                  114640
GA                       359                                      360                               No                  N                                   93600
GA                       358                                      360                               No                  N                                  191192
GA                       358                                      360                               No                  N                                  171920
GA                       358                                      360                               No                  N                                  126720
GA                       357                                      360                               No                  N                                  171992
GA                       359                                      360                               No                  N                                  196700
GA                       357                                      360                               No                  N                                  137050
GA                       359                                      360                               No                  N                                   96000
GA                       358                                      360                               No                  N                                  138720
GA                       359                                      360                               No                  N                                  159192
GA                       357                                      360                               No                  N                                   70320
GA                       359                                      360                               No                  N                                   91381
GA                       357                                      360                               No                  N                                  162700
GA                       358                                      360                               No                  N                                  157900
GA                       359                                      360                               No                  N                                  106960
GA                       358                                      360                               No                  N                                   94199
GA                       355                                      360                               No                  N                                  138392
NC                       357                                      360                               No                  N                                112045.5
FL                       358                                      360                               No                  N                                  128445
GA                       358                                      360                               No                  N                                  195200
GA                       358                                      360                               No                  N                                  177571
NC                       359                                      360                               No                  N                                  128500
GA                       359                                      360                               No                  N                                  111160
IL                       359                                      360                               No                  N                                  190400
CA                       359                                      360                               No                  N                                 1000000
HI                       359                                      360                               No                  N                                  360000
CA                       358                                      360                               No                  N                                  650000
CO                       360                                      360                               No                  N                                  125000
CA                       359                                      360                               No                  N                                  100000
FL                       358                                      360                               No                  N                                  227500
CA                       358                                      360                               No                  N                                  307500
CA                       358                                      360                               No                  N                                  230000
RI                       359                                      360                               No                  N                                  188250
MI                       355                                      360                               No                  N                                   59500
TX                       355                                      360                               No                  N                                  161600
MO                       357                                      360                               No                  N                                   94400
TX                       358                                      360                               No                  N                                  172000
TX                       357                                      360                               No                  N                                  103760
IL                       359                                      360                               No                  N                                  126400
TX                       358                                      360                               No                  N                                   61960
IL                       357                                      360                               No                  N                                  223200
OR                       357                                      360                               No                  N                                  154293
TX                       358                                      360                               No                  N                                  110584
TX                       357                                      360                               No                  N                                   85230
AZ                       359                                      360                               No                  N                                  148000
OK                       358                                      360                               No                  N                                  202400
AZ                       358                                      360                               No                  N                                  144000
TX                       358                                      360                               No                  N                                  105000
TX                       359                                      480                               Yes                 N                                  168800
TX                       358                                      360                               No                  N                                   91992
TX                       358                                      360                               No                  N                                  193600
TX                       358                                      360                               No                  N                                   97216
NV                       357                                      360                               No                  N                                 1592500
CA                       358                                      360                               No                  N                                  320000
GA                       359                                      360                               No                  N                                  255000
GA                       358                                      360                               No                  N                                  637000
FL                       359                                      360                               No                  N                                  164000
GA                       358                                      360                               No                  N                                  114040
FL                       358                                      360                               No                  N                                  152000
GA                       357                                      360                               No                  N                                  408000
TN                       358                                      360                               No                  N                                  770000
GA                       359                                      360                               No                  N                                  192000
GA                       359                                      360                               No                  N                                  177360
GA                       358                                      360                               No                  N                                  102750
GA                       359                                      360                               No                  N                                  340000
GA                       359                                      360                               No                  N                                  455200
GA                       360                                      360                               No                  N                                  519200
GA                       357                                      360                               No                  N                                  190160
AL                       357                                      360                               No                  N                                  126800
GA                       358                                      360                               No                  N                                  103200
GA                       359                                      360                               No                  N                                  129000
TN                       359                                      360                               No                  N                                  128000
GA                       359                                      360                               No                  N                                  148800
GA                       359                                      360                               No                  N                                   80000
IN                       357                                      360                               No                  N                                   97600
GA                       358                                      360                               No                  N                                   78200
GA                       359                                      360                               No                  N                                  395040
VA                       359                                      360                               No                  N                                  112000
GA                       359                                      360                               No                  N                                  432400
OH                       359                                      360                               No                  N                                   55200
TX                       358                                      360                               No                  N                                   94600
TX                       358                                      360                               No                  N                                   74800
TX                       358                                      360                               No                  N                                  107700
TX                       358                                      360                               No                  N                                  103100
TX                       358                                      360                               No                  N                                  144000
TX                       359                                      360                               No                  N                                   73600
MO                       359                                      360                               No                  N                                  103050
TX                       359                                      360                               No                  N                                  100000
TX                       359                                      360                               No                  N                                   98800
TX                       358                                      360                               No                  N                                  115000
TX                       359                                      360                               No                  N                                   43800
TX                       358                                      360                               No                  N                                   98400
TX                       358                                      360                               No                  N                                  104500
TX                       359                                      360                               No                  N                                  105200
TX                       358                                      360                               No                  N                                   74400
TX                       359                                      360                               No                  N                                  120000
TX                       359                                      360                               No                  N                                  550000
TX                       358                                      360                               No                  N                                  101350
TX                       359                                      360                               No                  N                                   84000
LA                       358                                      360                               No                  N                                   95000
TX                       358                                      360                               No                  N                                  106900
CA                       359                                      360                               No                  N                                  787500
AZ                       359                                      360                               No                  N                                  252000
IL                       359                                      360                               No                  N                                  118000
IL                       359                                      360                               No                  N                                   94400
IN                       359                                      360                               No                  N                                  188800
FL                       358                                      360                               No                  N                                  103640
GA                       358                                      360                               No                  N                                  139452
GA                       358                                      360                               No                  N                                  199160
GA                       359                                      360                               No                  N                                  192720
VA                       358                                      360                               No                  N                                  606720
AZ                       359                                      360                               No                  N                                  299680
MI                       355                                      360                               No                  N                                  182400
GA                       359                                      360                               No                  N                                  272936
NV                       359                                      360                               No                  N                                  377334
NC                       359                                      360                               No                  N                                  437996
FL                       359                                      360                               No                  N                                  158704
VA                       359                                      360                               No                  N                                  744625
AZ                       359                                      360                               No                  N                                  148948
VA                       359                                      360                               No                  N                                  520000
NM                       358                                      360                               No                  N                                  169144
AZ                       357                                      360                               No                  N                                  448980
PA                       359                                      360                               No                  N                                  256312
AZ                       359                                      360                               No                  N                                  447920
NV                       358                                      360                               No                  N                                  285506
FL                       358                                      360                               No                  N                                  190632
FL                       359                                      360                               No                  N                                  290980
AZ                       359                                      360                               No                  N                                  762079
NV                       359                                      360                               No                  N                                  510301
AZ                       360                                      360                               No                  N                                  579752
FL                       359                                      360                               No                  N                                  384100
MI                       358                                      360                               No                  N                                  551136
CA                       359                                      360                               No                  N                                  315992
FL                       358                                      360                               No                  N                                  281568
FL                       359                                      360                               No                  N                                  501570
FL                       358                                      360                               No                  N                                  267812
IL                       358                                      360                               No                  N                                  157632
FL                       359                                      360                               No                  N                                  173175
CA                       359                                      360                               No                  N                                  556080
CA                       358                                      360                               No                  N                                  393600
NV                       359                                      360                               No                  N                                  377734
CO                       359                                      360                               No                  N                                  166668
IL                       358                                      360                               No                  N                                  384820
FL                       358                                      360                               No                  N                                  120812
OH                       359                                      360                               No                  N                                  303794
UT                       358                                      360                               No                  N                                  124720
UT                       358                                      360                               No                  N                                  129500
CO                       359                                      360                               No                  N                                   72000
UT                       358                                      360                               No                  N                                  309804
CO                       359                                      360                               No                  N                                   55000
UT                       359                                      360                               No                  N                                  280000
CO                       358                                      360                               No                  N                                  144000
CO                       358                                      360                               No                  N                                  140000
CO                       359                                      360                               No                  N                                   60000
CO                       359                                      360                               No                  N                                 1312500
CO                       358                                      360                               No                  N                                   88000
CO                       358                                      360                               No                  N                                  118400
UT                       359                                      360                               No                  N                                  117600
CO                       359                                      360                               No                  N                                  264000
UT                       358                                      360                               No                  N                                  124000
UT                       359                                      360                               No                  N                                   67125
CO                       358                                      360                               No                  N                                  308100
UT                       358                                      360                               No                  N                                  143280
CO                       358                                      360                               No                  N                                   89000
CO                       359                                      360                               No                  N                                   43225
CO                       359                                      360                               No                  N                                   60800
CO                       359                                      360                               No                  N                                   58500
NV                       359                                      360                               No                  N                                  480000
NV                       359                                      360                               No                  N                                  164800
CA                       359                                      360                               No                  N                                  697600
CA                       359                                      360                               No                  N                                  472000
CA                       359                                      360                               No                  N                                  552000
CA                       356                                      360                               No                  N                                  462000
TX                       358                                      360                               No                  N                                   81600
NV                       359                                      360                               No                  N                                  260311
NV                       358                                      360                               No                  N                                  214773
NV                       359                                      360                               No                  N                                  180000
NV                       358                                      360                               No                  N                                  240000
RI                       358                                      360                               No                  N                                  228700
MI                       358                                      360                               No                  N                                  327600
IN                       358                                      360                               No                  N                                  105600
MA                       359                                      360                               No                  N                                  204800
CT                       359                                      360                               No                  N                                  320000
IN                       358                                      360                               No                  N                                   73600
NH                       358                                      360                               No                  N                                  220200
MA                       356                                      360                               No                  N                                  163200
CT                       356                                      360                               No                  N                                  125000
NH                       358                                      360                               No                  N                                  226100
RI                       359                                      360                               No                  N                                  348000
MA                       356                                      360                               No                  N                                  200000
MA                       358                                      360                               No                  N                                  468700
MI                       358                                      360                               No                  N                                   94800
MA                       358                                      360                               No                  N                                  552500
NH                       359                                      360                               No                  N                                  200900
CA                       359                                      360                               No                  N                                  169000
FL                       359                                      360                               No                  N                                  180800
FL                       358                                      360                               No                  N                                  244000
TX                       358                                      360                               No                  N                                   89000
MS                       359                                      360                               No                  N                                   71600
IN                       359                                      360                               No                  N                                   56800
OK                       358                                      360                               No                  N                                   50100
TX                       359                                      360                               No                  N                                  210800
IN                       358                                      360                               No                  N                                  157500
TX                       358                                      360                               No                  N                                   50000
OH                       357                                      360                               No                  N                                  188000
OK                       358                                      360                               No                  N                                   56220
TX                       358                                      360                               No                  N                                  134000
FL                       359                                      360                               No                  N                                  151600
OK                       358                                      360                               No                  N                                   55360
WY                       359                                      360                               No                  N                                   74000
UT                       359                                      360                               No                  N                                  122400
UT                       359                                      360                               No                  N                                  108800
CA                       359                                      360                               No                  N                                  319200
TX                       359                                      360                               No                  N                                  148000
AZ                       359                                      360                               No                  N                                  138250
TX                       359                                      360                               No                  N                                  254400
UT                       359                                      360                               No                  N                                  148088
FL                       359                                      360                               No                  N                                  172000
CO                       358                                      360                               No                  N                                  112000
FL                       359                                      360                               No                  N                                  136000
UT                       359                                      360                               No                  N                                   91920
FL                       359                                      360                               No                  N                                  156472
CA                       360                                      360                               No                  N                                  720000
CA                       359                                      360                               No                  N                                  305500
TX                       359                                      360                               No                  N                                  148000
NC                       357                                      360                               No                  N                                  373700
CO                       358                                      360                               No                  N                                  236000
NV                       359                                      360                               No                  N                                  256800
TX                       359                                      360                               No                  N                                  102000
TN                       357                                      360                               No                  N                                  309920
AZ                       358                                      360                               No                  N                                  174050
TX                       359                                      360                               No                  N                                   66000
AZ                       358                                      360                               No                  N                                  166450
CA                       358                                      360                               No                  N                                  412750
IL                       358                                      360                               No                  N                                  145800
NV                       355                                      360                               No                  N                                  228750
NV                       356                                      360                               No                  N                                  256400
VA                       358                                      360                               No                  N                                  100000
VA                       358                                      360                               No                  N                                   92000
VA                       358                                      360                               No                  N                                   64000
VA                       358                                      360                               No                  N                                   61600
VA                       358                                      360                               No                  N                                   96000
MD                       358                                      360                               No                  N                                   70000
MD                       359                                      360                               No                  N                                  164000
VA                       359                                      360                               No                  N                                  280000
VA                       358                                      360                               No                  N                                   92000
VA                       358                                      360                               No                  N                                  120000
VA                       358                                      360                               No                  N                                   68000
VA                       358                                      360                               No                  N                                   93600
GA                       357                                      360                               No                  N                                   86580
GA                       358                                      360                               No                  N                                  188000
NJ                       357                                      360                               No                  N                                  383200
CA                       360                                      360                               No                  N                                 1603500
NJ                       358                                      360                               No                  N                                  480000
NV                       359                                      480                               Yes                 N                                  285000
NV                       355                                      480                               Yes                 N                                  212000
NV                       359                                      360                               No                  N                                  249291
CA                       359                                      360                               No                  N                                  120000
AZ                       359                                      360                               No                  N                                  225000
NV                       359                                      360                               No                  N                                  176000
NV                       359                                      360                               No                  N                                  231120
NV                       358                                      360                               No                  N                                  232000
AZ                       358                                      360                               No                  N                                  255200
NV                       358                                      480                               Yes                 N                                  215960
AZ                       359                                      360                               No                  N                                  107920
NV                       358                                      360                               No                  N                                  240000
NV                       359                                      360                               No                  N                                  255000
CA                       356                                      360                               No                  N                                  960000
IL                       359                                      360                               No                  N                                  107920
FL                       357                                      360                               No                  N                                  156000
OR                       358                                      360                               No                  N                                  124000
AZ                       359                                      360                               No                  N                                   97500
LA                       358                                      480                               Yes                 N                                   74550
FL                       357                                      360                               No                  N                                   51000
MN                       357                                      360                               No                  N                                   98000
NV                       359                                      360                               No                  N                                  241600
MN                       358                                      360                               No                  N                                   56000
MD                       357                                      360                               No                  N                                   88650
AZ                       358                                      360                               No                  N                                  300000
AZ                       358                                      360                               No                  N                                  115616
AZ                       360                                      360                               No                  N                                  661600
AZ                       359                                      360                               No                  N                                  162260
AZ                       358                                      360                               No                  N                                  212000
AZ                       359                                      360                               No                  N                                  194000
AZ                       358                                      360                               No                  N                                  148800
AZ                       358                                      360                               No                  N                                  119000
AZ                       358                                      360                               No                  N                                  260891
AZ                       357                                      360                               No                  N                                  239200
AZ                       359                                      360                               No                  N                                  257000
FL                       359                                      480                               Yes                 N                                  179400
GA                       358                                      360                               No                  N                                   75200
GA                       358                                      360                               No                  N                                   75200
SC                       357                                      360                               No                  N                                  222640
GA                       359                                      360                               No                  N                                   96000
GA                       358                                      360                               No                  N                                   75200
GA                       358                                      360                               No                  N                                   71000
GA                       358                                      360                               No                  N                                   75200
GA                       358                                      360                               No                  N                                  119200
GA                       359                                      360                               No                  N                                   58000
GA                       359                                      360                               No                  N                                  134400
GA                       358                                      360                               No                  N                                   75200
GA                       358                                      360                               No                  N                                  156720
GA                       358                                      360                               No                  N                                  150000
GA                       358                                      360                               No                  N                                  272000
GA                       359                                      360                               No                  N                                  175120
FL                       360                                      360                               No                  N                                 1235000
GA                       357                                      360                               No                  N                                  504000
GA                       358                                      360                               No                  N                                   75200
GA                       358                                      360                               No                  N                                   75200
NC                       359                                      360                               No                  N                                  129600
GA                       359                                      360                               No                  N                                  255920
IN                       359                                      360                               No                  N                                  100720
TX                       358                                      360                               No                  N                                   88000
TX                       359                                      360                               No                  N                                   94320
TX                       358                                      360                               No                  N                                   72400
TX                       358                                      360                               No                  N                                   76400
TX                       359                                      360                               No                  N                                  195600
TX                       359                                      360                               No                  N                                  164800
TX                       358                                      360                               No                  N                                   84872
TX                       357                                      360                               No                  N                                   74420
TX                       359                                      360                               No                  N                                  296000
GA                       358                                      360                               No                  N                                   68000
GA                       355                                      360                               No                  N                                  490000
GA                       359                                      360                               No                  N                                  177920
AL                       356                                      360                               No                  N                                  800000
TN                       356                                      360                               No                  N                                  500000
GA                       356                                      360                               No                  N                                  428000
GA                       355                                      360                               No                  N                                  465405
AL                       357                                      360                               No                  N                                  536000
AL                       356                                      360                               No                  N                                  479970
GA                       358                                      360                               No                  N                                  152000
GA                       358                                      360                               No                  N                                   65600
GA                       359                                      360                               No                  N                                   40000
SC                       358                                      360                               No                  N                                  100640
AL                       355                                      360                               No                  N                                  571000
TN                       358                                      360                               No                  N                                  248800
AL                       359                                      360                               No                  N                                  132000
GA                       359                                      360                               No                  N                                   96750
GA                       356                                      360                               No                  N                                   86400
TX                       355                                      360                               No                  N                                  220837
GA                       358                                      360                               No                  N                                  344000
MI                       358                                      360                               No                  N                                   79500
MI                       357                                      360                               No                  N                                   54400
MI                       358                                      360                               No                  N                                  144000
MI                       358                                      360                               No                  N                                   80000
MI                       355                                      360                               No                  N                                   69600
MI                       355                                      360                               No                  N                                   75000
MI                       358                                      360                               No                  N                                   68800
GA                       359                                      360                               No                  N                                  104800
PA                       358                                      360                               No                  N                                   87344
PA                       358                                      360                               No                  N                                  144000
NJ                       358                                      360                               No                  N                                  448800
PA                       359                                      360                               No                  N                                   71000
PA                       360                                      360                               No                  N                                  422500
PA                       358                                      360                               No                  N                                   80000
PA                       358                                      360                               No                  N                                   55544
DE                       359                                      360                               No                  N                                  336000
PA                       359                                      360                               No                  N                                   76700
PA                       358                                      360                               No                  N                                  119920
NJ                       357                                      360                               No                  N                                   90800
NJ                       358                                      360                               No                  N                                  125200
PA                       358                                      360                               No                  N                                  192800
NJ                       357                                      360                               No                  N                                  151920
DE                       355                                      360                               No                  N                                  120000
NJ                       359                                      360                               No                  N                                  299920
PA                       358                                      360                               No                  N                                   63920
PA                       358                                      360                               No                  N                                   65600
PA                       358                                      360                               No                  N                                  136800
NJ                       358                                      360                               No                  N                                  151920
PA                       358                                      360                               No                  N                                  160000
NJ                       359                                      360                               No                  N                                  156800
PA                       358                                      360                               No                  N                                  600000
PA                       359                                      360                               No                  N                                  140000
PA                       359                                      360                               No                  N                                  487200
NJ                       358                                      360                               No                  N                                  175200
PA                       358                                      360                               No                  N                                   56000
NJ                       359                                      360                               No                  N                                  103600
NJ                       358                                      360                               No                  N                                   76800
PA                       359                                      360                               No                  N                                   65700
NJ                       358                                      360                               No                  N                                  112000
PA                       358                                      360                               No                  N                                  156000
NJ                       358                                      360                               No                  N                                  214400
PA                       358                                      360                               No                  N                                   65600
PA                       359                                      360                               No                  N                                  496000
PA                       358                                      360                               No                  N                                   92000
PA                       359                                      360                               No                  N                                  223200
DE                       359                                      360                               No                  N                                  211920
PA                       358                                      360                               No                  N                                  156000
NJ                       358                                      360                               No                  N                                  143200
PA                       359                                      360                               No                  N                                  148000
NE                       358                                      360                               No                  N                                   61600
NE                       359                                      360                               No                  N                                   65600
NE                       359                                      360                               No                  N                                   65600
NE                       359                                      360                               No                  N                                   58400
NE                       358                                      360                               No                  N                                   64000
NE                       359                                      360                               No                  N                                   77600
CA                       358                                      480                               Yes                 N                                  580000
WI                       359                                      360                               No                  N                                  208000
MN                       359                                      360                               No                  N                                  269600
MD                       359                                      360                               No                  N                                  160000
FL                       358                                      360                               No                  N                                  364000
VA                       358                                      360                               No                  N                                   76800
FL                       359                                      360                               No                  N                                   85200
IA                       359                                      360                               No                  N                                   83200
GA                       358                                      360                               No                  N                                   95250
IA                       360                                      360                               No                  N                                   88000
VA                       358                                      360                               No                  N                                  113600
VA                       358                                      360                               No                  N                                  284000
GA                       358                                      360                               No                  N                                   72000
GA                       359                                      360                               No                  N                                  284000
DC                       358                                      360                               No                  N                                  340000
VA                       359                                      360                               No                  N                                  115200
GA                       359                                      360                               No                  N                                  308000
MD                       357                                      360                               No                  N                                  287900
GA                       357                                      360                               No                  N                                  130400
FL                       358                                      360                               No                  N                                  192000
IA                       358                                      360                               No                  N                                  130000
VA                       359                                      360                               No                  N                                  114000
IA                       358                                      360                               No                  N                                  157200
VA                       358                                      360                               No                  N                                   68000
MD                       359                                      360                               No                  N                                  250000
DC                       359                                      360                               No                  N                                  112500
VA                       358                                      360                               No                  N                                  720000
NJ                       359                                      360                               No                  N                                  248000
NJ                       358                                      360                               No                  N                                  100000
NJ                       358                                      360                               No                  N                                   92000
CO                       359                                      360                               No                  N                                  136000
TX                       358                                      360                               No                  N                                  100000
CO                       359                                      360                               No                  N                                  122440
CA                       358                                      360                               No                  N                                  264000
TX                       359                                      360                               No                  N                                  269471
CA                       359                                      360                               No                  N                                  424000
IL                       359                                      360                               No                  N                                   77000
MO                       359                                      360                               No                  N                                  107040
KS                       359                                      360                               No                  N                                   52000
OK                       359                                      360                               No                  N                                  793100
IN                       359                                      360                               No                  N                                  149520
TN                       357                                      360                               No                  N                                   67200
MN                       358                                      360                               No                  N                                  169042
FL                       359                                      360                               No                  N                                   71920
MO                       358                                      360                               No                  N                                   56000
KS                       358                                      360                               No                  N                                  140960
KS                       359                                      360                               No                  N                                   44250
KS                       359                                      360                               No                  N                                   45000
NC                       358                                      360                               No                  N                                  101040
MO                       359                                      360                               No                  N                                  135800
OH                       359                                      360                               No                  N                                  164800
MI                       359                                      360                               No                  N                                   72100
NC                       357                                      360                               No                  N                                  202720
AZ                       359                                      360                               No                  N                                  160000
AZ                       358                                      360                               No                  N                                   91000
AZ                       358                                      360                               No                  N                                  106000
IN                       355                                      360                               No                  N                                   91400
DC                       356                                      360                               No                  N                                  106560
TX                       357                                      360                               No                  N                                  182400
VA                       355                                      360                               No                  N                                  324000
TX                       359                                      360                               No                  N                                   56000
TX                       358                                      360                               No                  N                                  145600
TX                       358                                      360                               No                  N                                  385200
TX                       359                                      360                               No                  N                                  103920
TX                       358                                      360                               No                  N                                   54240
TX                       359                                      360                               No                  N                                  118400
TX                       359                                      360                               No                  N                                  108952
TX                       359                                      360                               No                  N                                  102400
TX                       358                                      360                               No                  N                                  109925
TX                       357                                      360                               No                  N                                  115870
TX                       359                                      360                               No                  N                                   63920
TX                       359                                      360                               No                  N                                  192000
TX                       358                                      360                               No                  N                                   51920
TX                       358                                      360                               No                  N                                  135800
TX                       358                                      360                               No                  N                                   80000
TX                       359                                      360                               No                  N                                  110828
TX                       358                                      360                               No                  N                                   61520
NY                       359                                      360                               No                  N                                   52500
CA                       358                                      360                               No                  N                                  340400


STATE                      FIRST_PAY_DATE           PAYMENT                   CURRENT_BALANCE              ORIGINAL_LTV
-----------------------------------------------------------------------------------------------------------------------
CO                             20060401              940.06                          173550                      65
TX                             20060401              624.48                          109000                      80
MD                             20060301             1241.06                       201935.12                      80
MO                             20060401              651.63                        81760.34                      70
MD                             20060301              939.05                       147785.08                      80
NC                             20060401              693.33                          104000                      80
WI                             20060401             1732.12                       207931.81                      70
IN                             20060401              771.46                          119452                      80
OR                             20060401              955.72                          179900             48.63000107
MD                             20060301             2229.82                       345262.64                      80
VA                             20060401              652.56                        89875.71             73.16999817
AZ                             20060301             1441.76                       238636.81                      80
VA                             20060501                1850                          296000                      80
MD                             20060601                1350                          216000                      80
DC                             20060501             1866.04                          338000             60.90000153
VA                             20060501             1666.93                       238045.03                      80
DC                             20060501              1837.5                          294000                      80
DC                             20060701             2922.92                          460000                      80
VA                             20060701             3259.99                          472000                      80
VA                             20060501              866.25                          132000                      80
VA                             20060501             1524.17                          236000             76.01000214
GA                             20060601             1516.67                          260000                      80
MD                             20060501             1482.33                       211590.59                      80
VA                             20060601             1710.33                          293200                      80
VA                             20060501                1125                          180000                      80
VA                             20060601                1430                          208000                      80
TX                             20060501              855.84                       122217.75                      80
VA                             20060601              2862.5                          458000                      80
MD                             20060501             2519.37                          417000             76.26999664
VA                             20060601             2863.56                       458574.88             51.95000076
MD                             20060601             1415.83                        223797.5             64.93000031
GA                             20060601              936.75                       140684.58                      80
MA                             20060601                1625                          260000             59.09000015
MD                             20060501             1546.86                       229231.69                      80
MD                             20060501             2254.38                       379685.39                      80
MD                             20060501              1005.1                       152742.19             75.73999786
GA                             20060501              582.16                        73914.54                      80
MD                             20060501              306.49                        50006.09                      65
TN                             20060601             2574.71                       323418.58                      80
MD                             20060701             3021.87                          460000                      80
MD                             20060501                1705                          264000                      80
TN                             20060401             1195.86                       174887.26                      65
DE                             20060601              963.66                          162300             79.98999786
MD                             20060401              526.92                         79004.1                      80
IL                             20060401             1624.16                       223534.49                      80
MD                             20060401             1397.62                       242068.64                      80
MD                             20060501             1691.67                          280000                      80
VA                             20060401              1102.4                       161219.52                      80
IL                             20060501              682.32                        84707.01                      80
MD                             20060501             1219.22                          212810             64.38999939
GA                             20060501              555.83                           92000                      80
MD                             20060501             2876.25                          468000                      80
NY                             20060401              2759.1                       418934.86                      80
VA                             20060501             2912.34                          490500             79.98999786
MI                             20060601              418.74                        58408.75                      70
CT                             20060601              802.64                       113317.92                      70
GA                             20060601              817.21                       118229.96                      80
MO                             20060601              867.03                       123907.97                      80
TX                             20060601              422.08                        70329.92                      80
UT                             20060601             1387.59                       195903.11             80.38999939
CO                             20060601              905.98                       127907.35                      80
VA                             20060401                1530                          272000                      80
MD                             20060401             1161.45                       176351.85                      80
NJ                             20060301              2421.7                       362796.04             77.44999695
CA                             20060401             1486.56                       207007.76             79.80999756
VA                             20060301              928.12                       156315.62                      80
TN                             20060301                 456                           68400                      80
TN                             20060401                 771                          102800                      80
NJ                             20060301             1428.28                       211315.81             77.08999634
TN                             20060401              422.61                        65824.32                      80
PA                             20060301              823.51                       131507.05             76.73999786
MD                             20060401             3021.87                       458833.99             70.76999664
VA                             20060401               701.5                          110400                      80
VA                             20060401             2186.67                          328000                      80
FL                             20060501             1679.17                          260000                      80
NJ                             20060501             2987.44                       416409.46             74.45999908
FL                             20060501              693.33                          128000                      80
FL                             20060501              462.24                        63661.95                      75
PA                             20060501             1183.22                          210350                      70
NJ                             20060501             1420.83                          248000                      80
FL                             20060501             1048.07                       161310.66                      80
FL                             20060501             1832.92                          332000                      80
DC                             20060501             1737.08                          303200                      80
MA                             20060501             3029.25                          461600                      80
CT                             20060501             2174.75                       299521.81                      80
MD                             20060501              893.43                       135770.82                      80
MD                             20060501             1590.42                          277600                      80
PA                             20060501             1183.22                          210350                      70
NY                             20060501             3185.62                       503086.29                      70
NY                             20060101              249.24                        33829.75                      80
FL                             20060101              1007.1                       131997.14                      75
NY                             20060601             1687.73                          284250                      75
NY                             20060401             2368.33                          392000                      80
NY                             20060601             2622.96                       393926.83                      95
NY                             20060601             4093.06                       599531.94                      80
DC                             20060401             1482.83                       269091.97             51.83000183
MD                             20060501             1672.52                       238843.85                      80
DC                             20060401             1335.64                        242382.5             55.79999924
MD                             20060501              970.16                       138543.41                      75
NC                             20060601             1315.05                       190255.12                      80
NJ                             20060601             1582.65                       231819.02                      80
NC                             20060701             3494.79                          550000                    62.5
NJ                             20060501              1185.4                       173496.08                      80
NJ                             20060601             1795.76                       259802.16                      65
NJ                             20060601             6354.17                         1000000             45.45000076
NJ                             20060401              935.55                       125740.98                      70
NJ                             20060501             1720.86                       220987.81                      75
NJ                             20060501             2005.95                       279603.49             63.63999939
NJ                             20060601             1880.89                          269500                      70
FL                             20060501              451.61                           74750                      65
NJ                             20060601             1585.23                       213360.34                      70
NJ                             20060601             2097.69                       307260.12                      75
NJ                             20060301             2268.24                       331453.02                      95
NY                             20060701             2692.71                          470000             73.44000244
NJ                             20060601             1085.97                       146496.39                      80
NJ                             20060601                1860                          288000                      80
MI                             20060301               460.8                        62629.76                      80
TX                             20060501              494.24                        72295.44                      70
FL                             20060501              917.76                          131500             69.98000336
TX                             20060501              533.46                        78077.63             79.97000122
FL                             20060601             1340.13                       203828.62             62.77000046
MI                             20060501              661.31                        99236.57                      70
CA                             20060601             3350.88                          487400                      65
WA                             20060601                1805                          288800                      80
TX                             20060601                 447                        59462.06                      70
TX                             20060601              459.19                        69841.28             69.95999908
CA                             20060601                2390                          382400                      80
OR                             20060601               967.5                          154800                      80
FL                             20060601              755.62                       116399.69             52.95000076
TX                             20060501              538.73                        77880.92                      80
TX                             20060601              505.56                        64961.63             68.41999817
VA                             20060301             1633.33                          280000                      80
TX                             20060601              435.54                         66244.3             69.97000122
TX                             20060601               578.5                        80693.01             79.94999695
TX                             20060601              589.97                        82291.87             79.95999908
WA                             20060601              792.24                          143500                      70
TX                             20060601              405.31                        55861.53             79.97000122
TX                             20060601              651.94                        90935.77                      70
FL                             20060501              802.01                       100686.56                      80
FL                             20060501             1621.11                          219192                      80
NJ                             20060701             3138.01                          460000             79.30999756
NJ                             20060601             2969.32                       451620.26                      80
NJ                             20060201              899.09                       123567.67                      80
NJ                             20060401             1823.38                       263393.65                      80
CT                             20060101             1190.01                       157783.43                      80
NJ                             20060601              1976.5                          283200                      80
MA                             20060301             4103.75                          588000                      80
NM                             20060601             1418.93                       207837.74                      65
MI                             20060601              832.38                          114721                      70
CO                             20060601              635.71                           89751                      80
MN                             20060601             3805.61                       609435.02             61.61999893
LA                             20060401              512.03                        75816.58                      80
AL                             20051101              6238.7                       992451.15             52.63000107
FL                             20060601             2401.95                          419250                      65
FL                             20060601             1170.94                       175708.94                      80
AL                             20060401              806.71                       122488.73             73.98000336
TN                             20060401              963.65                          159500             78.05000305
FL                             20060501              663.75                          108000             77.13999939
FL                             20060501             1042.08                          164000                      80
FL                             20060501             1057.66                        160728.7                      70
MS                             20060501              329.18                        45337.31             94.98000336
GA                             20060501             1601.25                          244000                      80
FL                             20060401             4068.01                       625570.84                      80
TN                             20060501              726.11                       110343.74             75.19000244
AL                             20060501              1326.1                        191706.9                      80
FL                             20060601              927.76                       135893.91                      80
FL                             20060501             3626.25                       551069.84             64.94000244
TN                             20060501             2154.73                        327447.3                      80
FL                             20060501               437.5                           70000                      70
AL                             20060401               638.7                        95575.42                      80
FL                             20060501             1520.32                       233995.22                      80
TN                             20060501              505.66                        79854.96                      80
FL                             20060501               697.5                          108000                      80
AL                             20060301              419.69                        66157.94                      80
MS                             20060601              825.44                        120905.6             76.58000183
LA                             20060401             1588.56                       229471.74             76.66999817
TN                             20060301              988.21                       157808.47                      80
GA                             20060501             1412.49                       204195.82             79.88999939
TN                             20060501                 652                         94255.9                      80
KY                             20060501              365.19                        52743.98                      75
TN                             20060501               498.3                           75932                      80
FL                             20060401             1061.69                       149672.23                      80
GA                             20060401              670.62                       100714.27                      80
GA                             20060601             2144.62                       302780.69             79.11000061
GA                             20060501             1057.21                       150974.88                      80
GA                             20060601              763.54                       109118.96                      70
AL                             20060601              600.21                        84738.62                      80
GA                             20060501              783.12                       111833.24                      80
GA                             20060501              776.08                          111200                      80
GA                             20060501              871.16                       121427.79                      80
GA                             20060601                1200                          192000                      80
GA                             20060601              593.99                         77203.2                      75
GA                             20060601             1131.93                       157888.49             79.80000305
NC                             20060501             1354.12                       197841.42             78.15000153
GA                             20060601              498.94                        77972.31                      80
MO                             20060601              688.44                        92659.35                      80
GA                             20060401             2783.28                       407039.38                      80
GA                             20060501               475.7                        66305.96                      80
TN                             20060601              517.42                        73945.08                      80
GA                             20060501             1354.92                       205902.45                      75
NY                             20060601             4843.75                          775000             47.68999863
NJ                             20060601             1305.01                       209919.99             61.75999832
NJ                             20060601             1903.13                          304500                      70
PA                             20060601              305.19                        42569.93                      80
PA                             20060501              713.67                       108749.99                      75
NY                             20060401             1686.77                        211640.8                      80
PA                             20060501             2377.33                       339493.76                      80
NJ                             20060501             1596.73                        239605.2                      80
PA                             20060401              817.62                        103749.3                      65
PA                             20060501              690.13                        99585.08                      80
NJ                             20060601             1859.38                          297500                      70
CT                             20060601             1852.91                       255374.14                      95
CT                             20060401             2560.13                        378203.5                      80
FL                             20060601             1103.64                       167858.86             60.43000031
FL                             20060601             1103.64                       167858.86             60.43000031
NY                             20060401             4802.33                        748003.9             61.22000122
NY                             20060501             4392.87                       693730.41             60.43000031
NY                             20060601             6380.61                       879394.39             78.22000122
NY                             20060601             3988.88                        614470.5             64.73999786
NY                             20060501              1839.4                       279528.19             76.70999908
NY                             20060601             9728.97                      1498708.53                    49.5
FL                             20060601              722.62                       109907.59             62.86000061
CT                             20060601             5911.88                       876798.28                      65
FL                             20060601             1103.64                       167858.86             60.43000031
IL                             20060501                1060                          169600                      80
NJ                             20060601              409.31                        59953.19                      75
PA                             20060501              1014.7                       133333.46                      75
NJ                             20060601              424.13                        63697.74             70.83000183
NJ                             20060601              349.28                        52456.97                      75
NJ                             20060601              383.72                        56206.12                      75
NJ                             20060601              324.33                        48710.04                      75
AZ                             20060501              799.11                       115352.34                      65
AZ                             20060501             1800.95                        263412.6                      80
TX                             20060501              601.13                           91600                      80
CO                             20060601             1446.21                       211834.62                      80
AZ                             20060601             1989.14                       287780.86                      80
AZ                             20060601              652.69                        94428.09                      70
AZ                             20060601              873.19                       127900.14                      80
CA                             20060501             1164.68                       201805.98             79.52999878
AR                             20060601              435.73                        57963.02                      80
TX                             20060601             1719.39                       239830.61                      80
TX                             20060601              461.35                        59963.65                      80
TX                             20060601               962.7                       131111.97                      80
TX                             20060501              864.71                       120529.07             79.98999786
TX                             20060501              372.53                        51926.37                      80
TX                             20060701             4215.89                          650000                      65
TX                             20060601             1096.79                       158679.17                      80
TX                             20060601              971.59                       133907.79                      80
TX                             20060601              429.34                        55167.41                      80
CA                             20060601             2978.49                          539500                      65
TX                             20060501             1713.08                        244635.2                      70
CO                             20060501             1472.92                       233427.65                      80
TX                             20060601              486.45                        74935.43             71.43000031
GA                             20060501              694.92                       107026.37                      70
NC                             20060501             1298.47                       187713.02                      80
MI                             20060501             1620.57                       203450.78                      80
NJ                             20060501             1265.83                       195999.87                      80
MN                             20060601             1418.93                       207837.74                      80
NJ                             20060601              929.23                       151196.06                      80
NJ                             20060601               634.9                          115000             62.15999985
MD                             20060501             2577.26                       401787.79             79.69999695
NV                             20060501             1837.57                       275745.85             64.98999786
GA                             20060501              745.93                       107835.13                      80
DC                             20060501             1218.75                          195000                      75
FL                             20060501             2425.83                          328000                      80
CA                             20060601             1823.39                       263799.11                      80
CA                             20060601             3054.17                       436475.83                      80
TX                             20060501               955.6                       139860.78                      80
NY                             20060501             4144.06                       599084.07             42.86000061
MD                             20060601             5812.08                          962000                      65
TX                             20060501              555.58                           90400                      80
AZ                             20060501             2182.97                       319424.52                      80
NH                             20060601             1066.82                       170841.62             64.52999878
MN                             20060601             1268.37                        179070.3                      80
CA                             20060601             3284.64                       499579.94             64.94000244
CA                             20060501             1604.17                          280000             62.91999817
GA                             20060501              880.29                       133774.19                      80
GA                             20060601             1037.02                       148201.93                      80
TX                             20060501              617.62                        93857.57                      80
AZ                             20060501                1650                          240000                      80
NC                             20060601              785.75                         97963.6                      70
TX                             20060501              578.52                        80637.64                      80
WA                             20060501             1676.88                          268300             73.41000366
TX                             20060501              931.71                       133051.58                      65
CA                             20060501             1149.75                       175199.99                      80
FL                             20060601              948.57                       146124.09                      65
TX                             20060601             1744.15                       265276.94                      75
CA                             20060501             2443.64                       357650.41                      80
NJ                             20060501             2520.83                          440000                      80
TX                             20060501              531.63                        63852.19                      80
NJ                             20060601             3670.88                       524610.37                      75
AZ                             20060601              1247.4                        178267.6                      80
AZ                             20060501             1370.83                       234999.99             64.91999817
NJ                             20060501              976.53                          139920                      80
AZ                             20060501             3128.06                          556100             79.98999786
FL                             20060601             1366.42                       207825.25                      65
FL                             20060601             1470.32                       220818.85                      65
AZ                             20060501             3425.75                       495242.84                      80
NY                             20060501             2694.88                       399358.34             66.66999817
GA                             20060501              845.39                       122213.15                      80
CA                             20060501             2626.49                       420218.07             56.13000107
NJ                             20060601              994.03                       138652.06                      75
CA                             20060601             1144.33                          171859                      80
VA                             20060601             2181.55                       311768.45                      80
CT                             20060601             1389.85                       184882.03             60.45999908
PA                             20060601             1244.12                       186846.71             79.56999969
DE                             20060501              864.66                       126498.38                      75
WA                             20060501             2321.56                          391000             78.19999695
MD                             20060501              558.31                        76893.65                      70
NJ                             20060601             4864.49                       749354.26                    62.5
VA                             20060601             2970.84                          452700                      80
FL                             20060601             1545.27                       220835.98                      65
MD                             20060501             2154.17                          376000             78.33000183
TX                             20060501              395.67                        57909.22             79.44999695
CA                             20060501             3504.09                       579987.23                      80
VA                             20060601             2133.31                          353100             79.98999786
AZ                             20060601             1739.06                          265000             68.65000153
MN                             20060601             1408.46                       214219.87                      80
CA                             20060601             4217.81                       613499.99                      75
CA                             20060601             6286.52                       876880.67                      65
NJ                             20060501              671.22                        90281.32                      80
MN                             20060601             1017.31                       141899.77                      80
TX                             20060501              984.48                          138888                      70
NJ                             20060501             2005.03                        251716.4                      80
MD                             20060501             1068.16                          179900                      80
TX                             20060601              754.22                        109116.9                      80
TX                             20060601               799.6                       108898.88                      75
PA                             20060501             1293.54                       191692.01                      80
AZ                             20060501             1291.78                       167795.72                      80
TX                             20060601             1341.64                       194102.19                      75
CA                             20060601             3453.38                       499619.54             47.61999893
TX                             20060501               447.5                         63904.7                      80
CA                             20060501             1622.69                       259288.44             79.98999786
CA                             20060501             1627.73                       257057.12                      80
NJ                             20060501             2558.16                       374413.17                    75.5
CA                             20060401             2441.35                       416449.23             79.66000366
TX                             20060501             1415.34                       194930.44             79.66999817
TX                             20060501             1040.82                       148634.37                      80
TX                             20060501             1403.45                       202889.81                      80
MN                             20060401             1181.25                          180000                      80
GA                             20060401               802.7                        114542.8                      80
TX                             20060501              807.26                       116701.58                      80
FL                             20060401              996.61                          191350             79.98999786
MA                             20060501             1051.09                       159730.39                      80
TX                             20060601             1450.14                       199862.36             52.22000122
TX                             20060501             1401.33                       207666.35                      80
TX                             20060501              584.59                        81484.45                      80
FL                             20060401              388.06                        55375.68                      74
IL                             20060501             1414.02                        201928.9                      80
GA                             20060501              768.31                       113857.06                      80
IL                             20060501              604.34                        87366.43             70.55999756
TX                             20060501             1302.28                       183624.19                      80
TX                             20060501              741.87                       108579.81                      75
TX                             20060401             1170.93                       175564.69                      80
TX                             20060501              786.62                       112332.49                      75
MA                             20060501              643.79                        97834.87                      70
SC                             20060501             1118.77                       163742.11                      80
OH                             20060401              322.86                        43910.83             78.56999969
TX                             20060501             1481.62                       216850.12                      80
NC                             20060401              589.92                        81190.92                      80
IN                             20060501             2267.35                       340229.61                      80
VA                             20060501             1496.87                       201335.37                      80
IL                             20060401              726.43                       111709.07                      80
IL                             20060401             2428.27                       375990.05                      80
TX                             20060501              707.95                       101099.25                      75
TX                             20060501              679.48                         95860.6                      80
OK                             20060501             1014.44                       141399.47                      80
TX                             20060401              597.09                         81208.1                      80
TX                             20060501              403.92                        54328.58                      80
TX                             20060501              939.75                       129429.02                      80
TX                             20060501             1060.73                       146091.98                      80
GA                             20060501               692.3                        87898.37                      80
TX                             20060501              875.58                          150100                      80
AZ                             20060301             1059.03                       171342.09             79.26000214
TX                             20060501              383.08                        50337.12                      80
TX                             20060501              432.69                        54934.46             73.33000183
TX                             20060401              667.33                        97593.69             79.65000153
TX                             20060501              368.38                        53915.49                      90
TX                             20060401              624.48                        92468.32                      80
TX                             20060401             1230.39                       189207.25             79.98000336
FL                             20060501              765.99                       109386.89                      70
TX                             20060501             1267.38                          206218                      80
LA                             20050801             1415.83                        221711.2                      80
TX                             20060501              813.06                          130090                      80
TX                             20060401             2273.82                       312948.08                      80
IL                             20060501             1783.16                          295143                      70
MN                             20060501             1901.86                       271595.02                      80
MN                             20060501              778.57                       109838.34             79.70999908
NJ                             20060401              920.13                       129715.93             67.36000061
TX                             20060501              368.18                        46745.94                      90
TX                             20060501             1025.36                       146425.65                      80
TX                             20060401              538.73                        77810.17             73.58000183
TX                             20060501              703.83                        95790.85                      80
CA                             20060601             2968.75                          500000             32.25999832
NC                             20060501              907.73                          138320                      80
FL                             20060601             1697.77                       239692.16                      80
MS                             20060601             1197.69                       181939.81                      70
UT                             20060701            12457.95                         1920750                      65
FL                             20060501              558.39                        84856.77                      50
GA                             20060601              975.89                       142225.74                      80
MD                             20060401              530.29                        84762.55             60.70999908
MD                             20060601             5045.22                       767354.78                      64
PA                             20060401              759.95                        96432.06             69.98999786
MA                             20060601               864.5                          145600                      80
FL                             20060501              992.89                       141788.56             72.44999695
CA                             20060601              2734.9                          445000             64.95999908
SC                             20060601              470.15                         67190.1                      80
TX                             20060601              573.03                        83934.47                      80
SC                             20060601              470.15                         67190.1                      80
GA                             20060501             1077.95                       159743.34             76.19000244
OR                             20060501              886.85                       134772.53                      75
WA                             20060601             1115.58                       161397.09                      80
WA                             20060601             1115.58                       161397.09                      80
CA                             20060501             2835.29                       555486.09             61.72000122
MD                             20060601             1873.89                       267801.11                      80
CO                             20060601               689.6                       111893.73                      80
OR                             20060501              575.52                           85000                      85
AZ                             20060501             1097.54                          198800                      80
TX                             20060601              1832.3                       258687.63             75.04000092
TN                             20060601              378.97                        54158.64             77.43000031
NV                             20060601             1262.08                          186400                      80
AZ                             20060601             1408.68                        219805.9                      80
KY                             20060501             1165.73                       166471.77                      80
NJ                             20060501             2292.52                       319546.84             74.41999817
RI                             20060501               478.5                        76941.17             34.22000122
GA                             20060601                 520                           76800                      80
CA                             20060501             2606.77                          455000                      65
KY                             20060501              573.13                        79886.71                      80
CA                             20060601             1954.79                          341200                      80
MD                             20060701             2867.35                          425600                      80
CA                             20060501             1869.71                       291483.09                      80
FL                             20060501              549.15                        80374.02                      70
CA                             20060501             2975.49                       528975.63                      80
FL                             20060501             1174.68                       167749.86                      80
OR                             20060601             1769.51                          287920                      80
AZ                             20060601             1770.42                       269273.59                      70
SC                             20060601              327.23                        46765.27                      90
FL                             20060501              831.04                       115835.73                      80
WA                             20060501              683.19                       109310.23                      80
GA                             20060601              709.33                          106400                      80
CA                             20060601             2330.12                       397825.71             56.86000061
TX                             20060501              553.88                           84400                      80
CA                             20060601                3068                          499200                      80
CA                             20060601              2614.9                       364742.39             73.44000244
CA                             20060601             1302.04                       215711.84                      65
MD                             20060601              2065.1                       310145.57                      80
OR                             20060601              614.16                        81697.87                      75
CA                             20060601              2812.5                          500000             47.61999893
CA                             20060501             2075.05                       307505.94                      80
WA                             20060401              630.65                        95746.71                      80
CA                             20060601                1180                          192000                      80
FL                             20060501              831.04                       115835.73                      80
FL                             20060601             2102.17                       319731.16                      80
TX                             20060501             1049.27                        151686.6                      80
AZ                             20060601             1286.55                       183863.45                      80
FL                             20060601              618.33                          106000                      80
CA                             20060601              1493.5                          247200                      80
TN                             20060601              445.75                        63702.17                      75
SC                             20060501               837.5                          134000                      80
CA                             20060501             2742.19                          487500                      65
CA                             20060601             2728.13                          485000             56.40000153
SC                             20060501             1103.64                       167716.91                      80
AZ                             20060501             2606.25                          417000             79.43000031
CA                             20060501             2256.25                          380000                      80
CA                             20060501             2709.38                          510000             58.95999908
FL                             20060501             3985.52                       569151.32                      75
FL                             20060501             1144.32                        171717.2                      80
TX                             20060601              958.42                          148400                      80
ID                             20060601             1034.84                       147890.16             79.94999695
CA                             20060601             3721.67                          616000                      80
FL                             20060601             1652.08                          260000                      80
MD                             20060501             1867.96                       287502.69                      80
KY                             20060501              673.13                        89485.35                      80
IN                             20060601              473.34                         63708.3                      75
OH                             20060501              511.49                        75798.21                      80
IN                             20060501              511.17                        70402.66                      75
KY                             20060501              752.37                        115799.7                      80
KY                             20060501              518.88                        79861.85                      80
IN                             20060501              475.47                        67898.74                      80
OH                             20060501             1851.01                       267590.89                      80
TN                             20060501             1149.73                       181570.23             79.08999634
TN                             20060501             1094.51                        168458.6                      75
IN                             20060601             1102.32                       159478.55             79.80000305
KY                             20060501             1027.23                       154146.14                      80
KY                             20060501              459.39                        72532.53                      79
TN                             20060501             1230.26                       159805.46                      80
FL                             20060501              885.54                       134572.85                      80
KY                             20060501              509.03                         72691.6                      80
IN                             20060501              461.05                        69186.07                      90
OH                             20060501             1063.79                       141327.26                      80
KY                             20060601              761.86                          119900             79.93000031
IN                             20060601              761.32                       104926.74                      75
IN                             20060501              415.39                        54583.84                      75
OH                             20060601              518.45                        75940.72                      80
IN                             20060601              646.42                        98317.33             79.34999847
IN                             20060601              425.68                        62351.32                      80
IN                             20060501              953.33                          176000                      80
IN                             20060501              464.28                        66301.13                      80
KY                             20060601              378.78                        58349.72             79.45999908
IN                             20060601              529.03                        71203.39                      75
KY                             20060701              856.44                          124000                      80
IN                             20060501              464.28                        66301.13                      80
KY                             20060701              696.23                           91600                      80
KY                             20060501              780.84                       110159.79                      80
OH                             20060601              651.67                        99116.66                      80
IN                             20060601              473.34                         63708.3                      75
IN                             20060501             1077.36                       163723.65                      80
IN                             20060501             1798.17                       247657.54                      80
KY                             20060601              738.65                         98257.3                      80
WY                             20060501              991.67                       131831.08                      80
HI                             20060301             1125.23                       183457.51                      75
CO                             20060601              949.55                       146273.95                      80
CA                             20060501             1447.53                        183787.5                      80
WI                             20060601               999.8                       148281.33             78.94000244
WI                             20060501              585.47                         87855.3                      80
CO                             20060401              874.83                          144800             78.26999664
CO                             20060501              2389.4                       395486.43             73.93000031
WY                             20060601             3557.93                       541144.99                      80
VA                             20060501             2262.22                       311569.15                      80
VA                             20060501             2790.59                       440699.58             64.93000031
FL                             20060601             3761.87                       579500.63             47.34999847
NJ                             20050501             1088.72                       159717.25                      95
VA                             20060501             2998.44                          479750                      95
VA                             20060601              867.03                       123907.97             78.48000336
VA                             20060601                2675                          428000                      80
TX                             20060501              1063.7                       163716.81                      80
HI                             20060701             2973.75                          468000                      80
NE                             20060401              734.19                       106050.73             79.98000336
OK                             20060601              933.45                       133400.93             69.98999786
TX                             20060601              931.33                       133097.15                      80
OK                             20060601              933.45                       133400.93             69.98999786
SC                             20060501              450.99                        64403.98                      75
SC                             20060601              417.76                        51891.64                      80
SC                             20060601              660.35                        96724.48                      80
AZ                             20060601             2475.94                          417000             77.37000275
SC                             20060501             1476.32                        213423.7                      75
SC                             20060501              435.59                        59992.03                      75
AZ                             20060501              664.25                        94836.31             48.72000122
TX                             20060501              410.67                        60105.79                      70
AZ                             20060501             1771.86                       269264.52                      80
AZ                             20060601              669.38                          102000                      80
IN                             20060501              865.43                       120628.93             79.98000336
AZ                             20060501              664.25                        94804.23             48.72000122
AZ                             20060401                1200                          180000             71.43000031
MO                             20060401              925.35                       145915.62                      80
AZ                             20060501             1354.91                          206463                      80
TN                             20060601              424.68                        59956.57                      80
IL                             20060601              431.42                        59459.05                      70
AZ                             20060601             1113.97                       141518.53                      80
MO                             20060501             1187.73                       180495.33                      80
TX                             20060401             1041.32                          163880                      80
AZ                             20060201             1153.42                       168405.92                      80
AZ                             20060601              909.58                          148000                      80
IL                             20060601              860.68                       136449.79                      75
TX                             20060601              631.35                        89135.44                      80
AZ                             20060501              928.13                          135000                      90
AZ                             20060601             1448.75                          228000                      80
TX                             20060501               736.2                       106343.63                      80
IA                             20060601              565.67                        77962.31                      80
AZ                             20060601              1426.4                        203848.6                      80
MO                             20060501              663.01                        82309.64             79.23000336
TX                             20060501              675.88                         83907.9                      80
TX                             20060601               960.5                       140690.17                      80
TX                             20060501              293.51                        39946.14                      80
TX                             20060401               472.2                           74313                      80
TX                             20060401               472.2                           74313                      80
CO                             20060401              815.38                       114682.89                      80
TX                             20060301              604.69                        75827.67                      80
TX                             20060401               775.3                       107989.38                      80
TX                             20060501              524.04                           82472             76.73999786
TX                             20060401               472.2                           74313                      80
CO                             20060401              815.38                       114682.89                      80
TX                             20060501              725.63                        91097.36                      80
TX                             20060301               626.4                        86151.84                      80
TX                             20060501              606.06                        80568.77                      75
TX                             20060401             1009.09                       119829.52                      80
TX                             20060401               472.2                           74313                      80
TX                             20060401               472.2                           74313                      80
CO                             20060401             1352.76                        197833.1             79.98999786
TX                             20060601              528.66                        67161.34             74.66999817
TX                             20060501              481.68                           75806             75.19999695
TX                             20060501             1312.51                       192098.91                      80
TX                             20060301               649.6                        89342.96                      80
TX                             20060601              514.85                           81026                      75
TX                             20060401               472.2                           74313                      80
TX                             20060601             1095.33                          198400                      80
TX                             20060601             2549.47                       387762.96                      75
TX                             20060401              484.35                        66661.17                      80
TX                             20060501             1170.93                       175710.64                      80
TX                             20060601              935.45                          157550             79.98999786
AZ                             20060601             9413.66                      1329037.38                      70
FL                             20060501             1374.53                       198708.19                      80
FL                             20060401             1208.24                       172411.33                      80
FL                             20060601             2044.53                          316573                      80
NC                             20060501              567.52                        83061.81                      80
FL                             20060601              845.83                          140000                      80
NC                             20060601              588.83                        83131.79                      80
NC                             20060501               556.6                        81464.32                      80
FL                             20050801               637.5                          120000                      80
FL                             20060401              842.16                       110591.95                      80
CA                             20060601             1938.49                       259469.84             54.74000168
CA                             20060601             1009.38                          190000             62.29999924
CA                             20060601             2188.33                          404000             84.16999817
CA                             20060601             1256.67                          208000             49.52000046
CA                             20060501              628.33                          116000             26.54000092
CA                             20060401             2649.03                       387405.71                      80
AZ                             20060601             2728.36                          399638             79.98999786
CA                             20060501             6550.24                       995419.82                      65
CA                             20060601             3281.03                       499030.36                      80
NV                             20060601             1436.22                        224102.1             79.98000336
CA                             20060401             1463.64                        249669.8             29.67000008
FL                             20060601             1446.67                          224000                      80
OH                             20060601             1952.89                       297025.25                      80
NY                             20051101             1390.11                       233009.04             62.66999817
TX                             20060301              453.75                        67132.64                   85.25
NY                             20051201             1297.65                       205282.25                      80
FL                             20060401             3326.51                       498763.29             65.36000061
MA                             20060501             2494.77                       393984.43             79.90000153
PA                             20060501              349.79                        46500.42                      80
CT                             20060501              956.67                          164000                      80
NJ                             20060501                 825                          120000                      75
NY                             20060501              1261.3                       191676.48                      80
CT                             20060601              1937.5                          300000                      80
NY                             20060501             1470.68                       243550.26                      65
PA                             20060601              460.47                        67447.34                      75
NY                             20060601              421.27                        58060.01                      70
MA                             20060501             1787.49                       237625.52                      70
CT                             20060501              441.07                        57957.61                      70
CT                             20060601                2632                       362750.19             78.91000366
TX                             20060601              712.03                       106936.28                      80
OK                             20060401              552.54                        79816.26                      80
TX                             20060501              600.32                        87862.28                      80
OK                             20060501              819.83                       125573.35                      80
OK                             20060401              424.75                        67016.76                      80
MD                             20060501             1611.93                       224681.36                      75
MD                             20060601             1691.67                          280000             75.87999725
NC                             20060601              959.83                       140590.23             79.98999786
MD                             20060401             6961.72                         1172500                      70
NC                             20060601             1101.84                          167900             79.98999786
MD                             20060601              2042.5                          344000                      80
MD                             20060501             1731.48                          268100             74.98999786
MD                             20060501              885.86                       160456.82                      75
NC                             20060501             1115.31                          178450             79.98999786
MD                             20060501               331.1                        50315.06                      80
VA                             20060601                2415                          386400                      80
MD                             20060501                1525                          240000                      80
MD                             20060501              420.77                        63942.05                      70
MD                             20060501               331.1                        50315.06                      80
MD                             20060401              594.92                           96800                      80
MD                             20060601                1045                          176000                      80
NC                             20060601              2315.5                       356692.63                   63.75
VA                             20060601              1953.3                        259834.2                      80
VA                             20060501             6950.19                       992520.01                      70
MA                             20060601             1496.88                       203863.12                      80
VA                             20060601             1440.76                       211035.24             78.22000122
MD                             20060601             1236.67                          224000                      80
MD                             20060501              991.48                       138823.53                      80
NJ                             20060501             2351.55                       366600.17                      65
MD                             20060501              1873.9                       267600.97                      80
CT                             20060601             1024.05                       151878.45             67.55999756
RI                             20060401             1339.87                       235666.16             79.19000244
MA                             20060601             1600.78                       249778.55             64.09999847
MA                             20060501             1989.14                       287560.37                      80
NH                             20060501             1061.37                       167615.57                      80
MD                             20060601             1002.98                       139901.19                      80
MA                             20060501             1846.65                       295450.24                      80
VA                             20060601             1363.13                       187870.62                      80
MA                             20060501             2046.53                       299530.53             56.29000092
RI                             20060501             1352.28                       179769.65             78.94999695
MD                             20060501             5098.96                          890000             69.52999878
FL                             20060501              389.16                        59896.39             36.36000061
FL                             20060601             1099.01                       173717.81                      65
VA                             20060601             1856.25                          324000                      80
MD                             20060501             2327.73                          378750                      75
MD                             20060401             1684.69                          299500                      80
VA                             20060501              367.19                           70500                      75
FL                             20060501             3490.83                          472000                      80
AZ                             20060601              942.45                          164500                      70
VA                             20060401              1757.2                          295950             79.98999786
MD                             20060401             1135.17                          178650             74.98000336
NC                             20060501                 560                           96000             74.91999817
FL                             20060601              889.31                       131894.44                      75
MA                             20060301             1604.19                       205757.66                      75
IL                             20060601              656.91                          100100             74.98000336
NM                             20060601              758.27                          112460             74.98999786
AL                             20060601              667.19                          105000                      75
VA                             20060501             2294.91                          349700                      80
NM                             20060601              762.65                       113109.48             74.98999786
GA                             20060401             1328.91                          202500                      75
AL                             20060601              667.19                          105000                      75
MD                             20060601              4867.5                          792000                      80
AZ                             20060201             1966.93                          309550                      80
CA                             20060401             3818.84                       572580.23                      70
TX                             20060401              678.24                        97974.46             79.83999634
MA                             20060201             1159.48                       175750.04             78.44000244
FL                             20060201             1757.45                       215416.45                      80
NV                             20060301             1677.01                       274918.71                      80
TX                             20060401              426.23                        54701.87                      80
KS                             20060201              339.55                        50196.09                      80
WI                             20060301              830.36                       125971.57                      80
UT                             20060401             2350.16                       356843.18                      80
CO                             20060401             1106.55                          196720                      80
MO                             20060401              875.91                       140007.81                      80
TX                             20060101              464.04                        63731.38                      80
NH                             20060501             1880.52                       295950.24                      80
IL                             20060301                1479                       187461.84                      80
PA                             20060401              698.17                        94399.99                      80
TX                             20060501             1148.31                       174505.46                      80
VA                             20060401              955.93                       161103.29                      80
MI                             20060301              484.35                        66614.28                      80
OH                             20060301              618.75                          108000                      80
OR                             20060401             1412.76                       201597.33             69.98999786
NM                             20060201             1031.27                       158283.49             76.44000244
WI                             20060301              830.36                       125971.57                      80
FL                             20060601             1013.56                       143096.36                      80
MD                             20060401                1935                          344000                      80
AZ                             20060501              994.57                       143780.19                      80
MD                             20060601             1711.86                       217474.81                      80
CA                             20060601             3318.75                          540000                      80
MD                             20060501                2700                          432000                      80
NV                             20060501             4401.04                          650000             66.66999817
NC                             20060401             1468.43                       225811.91                      80
HI                             20060501             1490.64                       232388.09                      80
WA                             20060501             4093.06                       599061.06                      80
AZ                             20060401             1772.07                       269066.22                      65
NJ                             20060601             1202.13                        171796.9                      65
NJ                             20060601             2438.73                       375676.27                      80
MD                             20060601                2100                          320000                      80
MD                             20060601             1753.44                          271500                      75
NJ                             20060701             2403.55                          348000                      80
FL                             20060701              709.48                          108000                      80
NJ                             20060501             1208.25                        172542.7                      80
NY                             20060501             2395.09                        359408.1                      80
FL                             20060601             1444.29                       201457.71                      63
MD                             20060501              1620.1                       254966.25                      75
NJ                             20060401                1820                          312000                      65
MD                             20060601             1931.16                          303920                      80
GA                             20060401              685.08                       100188.53             72.76999664
GA                             20060501              704.82                       102688.76                      75
GA                             20060301              955.31                       155751.65                      80
CA                             20060401             2377.57                       456493.33             58.59000015
IN                             20060601             1077.92                          169640                      80
NY                             20060401              2667.5                       380645.31             69.36000061
FL                             20060501              626.98                          115750             64.66000366
NJ                             20060501                1783                       254620.32                      75
NY                             20060401             3413.17                       538527.55             69.68000031
NJ                             20060401                2049                       319148.32                      80
CA                             20060601              778.32                       119896.68                      80
PA                             20060401              946.28                       163875.73             74.93000031
PA                             20060401             1264.59                        215612.9                      80
PA                             20060401              1083.1                       184755.62             74.59999847
AZ                             20060601             1409.93                       199055.82                      80
CA                             20060701             3192.59                          468000                      80
MO                             20060201              639.97                       100787.35                      75
NY                             20060501             1647.74                       232461.95                      80
MA                             20060601             2165.96                       313361.37                      80
NY                             20060601             2330.31                       341333.52                      80
CO                             20060601             1346.57                        202234.1                      80
VA                             20060701                3575                          624000                      80
CO                             20060601               997.5                          152000                      80
MD                             20060601             3701.17                          670400                      80
KY                             20060601              658.33                       101412.61                      70
OH                             20060601               715.7                        99829.49             79.91999817
AZ                             20060601             1570.75                          247200                      80
AZ                             20060601             2751.02                       383728.98                      80
AZ                             20060601             1110.05                       164632.24                      80
KS                             20060501              787.34                       109744.36                      70
FL                             20060501             1727.71                       301563.96                      80
FL                             20060601            10755.21                         1750000             64.15000153
FL                             20060501             1591.25                          268000                      80
FL                             20060501             1643.33                          272000                      80
FL                             20060601              852.68                       117519.07                      80
FL                             20060201              478.52                        68179.85                      75
AL                             20060501              695.61                        94672.36                      80
SC                             20060601              518.98                        64464.77                      75
SC                             20060501             1957.24                       279503.22                      80
FL                             20060501             2289.09                          354440                      80
GA                             20060501              558.39                        84831.49             61.59000015
SC                             20060601              404.73                        50272.52             75.06999969
GA                             20060501              888.42                       125337.74                      80
SC                             20060501              991.17                       146884.02                      80
FL                             20060501              829.85                       122977.42                      65
GA                             20060601              603.92                        93031.84                      80
GA                             20060401             2635.45                       334417.55                      80
SC                             20060601              389.52                        48383.56             71.19000244
GA                             20060601             1169.17                       161139.03                      75
SC                             20060601              594.55                         83939.2                      80
FL                             20060601             1833.19                       258812.54                      70
SC                             20060601              773.56                       111914.77                      80
SC                             20060601              777.27                       107126.23                      80
SC                             20060501                 825                          132000                      80
SC                             20060601              404.32                        50222.56                      75
GA                             20060601              425.33                           70400                      80
SC                             20060501              412.23                        52937.19             75.70999908
SC                             20060601              900.47                       131897.03                      80
SC                             20060601              814.68                        101194.7                      75
SC                             20060601               470.7                        58468.05                      75
SC                             20060501              504.69                        66317.17                      80
AZ                             20060301             1491.07                          260260                      80
TX                             20060601              994.48                       139218.91                      80
MD                             20060401             2510.61                       415549.55             79.98999786
UT                             20060401             1305.22                          219827                      80
NV                             20060501             1259.92                       201586.86                      80
FL                             20060501             1352.28                       179769.65                      90
GA                             20060501              541.84                        87832.55                      80
GA                             20060301              792.73                       111672.64                      80
NC                             20060301             1152.56                       179359.48                      80
GA                             20060501             1097.55                       152983.04                      80
GA                             20060501             1115.01                       165234.51             79.98999786
NC                             20060601              796.27                       112418.57                      75
FL                             20060701             3105.51                          485000             56.40000153
NC                             20060501               821.5                       112085.32             89.98999786
NC                             20060501              610.86                        83137.91                      90
NC                             20060601              873.18                       117523.07                      80
GA                             20060401              419.97                        64581.81                      70
FL                             20060401             1245.72                       175615.41                      80
GA                             20060501             2643.61                       372957.62                      80
FL                             20060501              2346.3                       315585.16                      80
GA                             20060501             1031.25                          180000             76.59999847
GA                             20060501              901.52                       119846.43                      80
GA                             20060501              641.64                        92758.18             69.94999695
FL                             20060501              912.73                       131948.26             64.97000122
FL                             20060601             1981.21                       286631.72             74.98999786
GA                             20060501              884.07                        127804.6                      80
SC                             20060601              883.46                       126256.23             79.97000122
GA                             20060601             3852.67                       593488.58                      90
NC                             20060401             2418.49                        328932.1                      80
GA                             20060601              752.23                       104908.07             76.36000061
GA                             20060501              845.52                       125298.68             79.98999786
FL                             20060601             3261.47                       515533.53             55.47999954
GA                             20060401             2979.27                       400457.24                      75
GA                             20060601             2470.06                       375684.11                      80
FL                             20060501             1075.85                       151779.26                      80
GA                             20060501             1796.05                       236005.23             89.98000336
GA                             20060401              483.86                        69044.96                   77.75
GA                             20060501              1294.2                       182584.48             79.98999786
GA                             20060501             2036.99                       267665.69                      80
GA                             20060601              632.72                        92677.64             70.80000305
FL                             20060701                4095                          728000                      80
GA                             20060601              881.68                        115927.9                      80
FL                             20060501             7899.93                      1215896.75             74.94999695
GA                             20060401             2955.44                       478626.55             78.05000305
NC                             20060501             1116.71                       174091.39                      80
FL                             20060601             2921.88                          550000             56.40999985
NC                             20060501              655.77                        92515.46             74.98999786
GA                             20060501             1252.74                       166536.61             89.98999786
FL                             20060301             1148.51                       157959.64                      80
GA                             20060601                4125                          720000                      80
FL                             20060601             1270.03                          196650                      80
NY                             20060601             2146.21                       295796.29                      80
VA                             20060601              1654.3                        205487.7                      80
FL                             20060601             2680.27                       407657.23                      80
FL                             20060401              943.94                       134697.54             77.13999939
CA                             20060601             1125.59                       164871.28             30.95999908
CA                             20060501                2900                          480000                      80
FL                             20060201             3917.21                       532034.95             71.18000031
NY                             20060601             11917.6                      1724187.04                      70
IN                             20060601              551.25                           98000                      80
OH                             20050901              961.25                       160806.25                      65
IN                             20060601              510.75                           90800                      80
OH                             20060401             2958.24                       460770.38             45.29000092
IN                             20060601              551.25                           98000                      80
IN                             20060601              588.93                        90721.82                      80
IN                             20060601              551.25                           98000                      80
IN                             20060601              608.54                          108185                      80
IN                             20060601              608.54                          108185                      80
IN                             20060601              701.69                       108091.85                      80
IN                             20060601              608.54                          108185                      80
IN                             20060601              551.25                           98000                      80
IN                             20060601              608.54                          108185                      80
OH                             20051201             3286.76                        516655.4                      80
IN                             20060601              608.53                       108183.54                      80
IN                             20060601              608.54                          108185                      80
IN                             20060601              608.54                          108185                      80
IN                             20060601              608.54                          108185                      80
IN                             20060601              608.54                          108185                      80
IN                             20060601              588.93                        90721.82                      80
IN                             20060601              551.25                           98000                      80
IN                             20060601              608.54                          108185                      80
IN                             20060601              608.54                          108185                      80
IN                             20060601              510.75                           90800                      80
OH                             20051001              953.76                       157791.53                      65
IN                             20060601              608.54                          108185                      80
UT                             20060601              983.28                          162750                      75
UT                             20060601              584.12                        80283.96                      76
UT                             20060501              626.22                        91886.73                      65
UT                             20060501             1884.54                          291800             77.79000092
FL                             20060401              801.19                       115733.57                      80
MN                             20060601              746.48                          113750                      70
TX                             20060601              838.09                       110196.47                      75
TX                             20060601               611.6                        86347.46             73.84999847
TX                             20060601              759.69                        98740.14                      80
TX                             20060601              547.66                        82250.53                      80
TN                             20060601              778.23                        111217.4                      70
TX                             20060601             1186.09                       165443.15                      80
CA                             20060501             1890.62                          330000             64.95999908
TX                             20060601             1191.41                       172368.75                      75
TX                             20060601              635.42                           91930                      80
MN                             20060601             1157.84                       176101.93                      75
TX                             20060601              420.67                           70850                      65
AL                             20060501              739.04                       112310.44                      75
TX                             20060601              414.48                        58517.62                      80
TX                             20060601              422.98                        55615.41                      70
TX                             20060501             1043.74                       143751.21             79.98999786
CA                             20060501             1139.72                        162757.3             79.51000214
WA                             20060501              563.33                          104000                      80
NV                             20060601              863.28                          127500                      75
AZ                             20060601                 987                          169200                      80
SC                             20060401             7927.29                      1117552.65                      70
GA                             20060401             6906.75                       997703.19             61.72999954
IL                             20060501              1596.3                        233633.8             86.34999847
WI                             20060501             1064.22                       161727.04                      80
MN                             20060501              4014.5                          621600             78.19000244
WA                             20060601              720.38                       105516.62                      80
GA                             20060501              862.27                        126202.2                      80
TX                             20060501              600.94                        84779.71                      80
IL                             20060601              1242.5                       177568.13             79.98999786
WA                             20060501              500.64                        71493.39                      80
TX                             20060501              697.87                       102139.91             79.98999786
TX                             20060401             1318.78                       200241.14             79.98000336
TX                             20060501              485.08                         71884.5                      80
WA                             20060601              959.36                          167452                      80
FL                             20060601             1242.09                       184216.57                      80
WA                             20060601              718.51                       102683.74                      80
IL                             20060601              830.63                          132900                      80
TX                             20060601              939.74                       134300.26                      80
CO                             20060601              609.66                          100909                      80
WI                             20060601              676.29                        94333.38                      80
AZ                             20060701              1533.3                          222000             79.86000061
GA                             20060501               472.5                           72000                      80
MN                             20060601              667.44                       101514.64                      80
MN                             20060501             1079.03                       154090.22                      80
MN                             20060501             1011.81                       155730.62                      80
FL                             20060601               589.5                        87430.03                      70
MO                             20060401              615.31                        87632.93             73.33000183
MN                             20060601             1244.48                       209597.34                      80
MN                             20060601             1566.24                       223733.76                      80
IL                             20060401             1793.49                       253561.46                      95
MD                             20060501             1550.35                       235602.33                      80
TX                             20060601              790.38                       118702.62                      80
TX                             20060501               626.5                        89466.58                      80
TX                             20060501              395.87                        49146.06                      80
TX                             20060501              496.37                           74456             79.33999634
TX                             20060601              735.23                       111825.98                      80
FL                             20060601              462.39                        69443.03             73.94000244
MD                             20060601              465.59                        68196.75                      65
TX                             20060501              894.44                       127729.53                      80
TX                             20060601             3139.33                       381402.17                      80
TX                             20060401              708.96                       107646.43             79.34999847
TX                             20060601             1674.19                       248301.28                      70
TX                             20060601              420.43                        63946.24                      80
TX                             20060401              631.57                        81055.13                      80
TX                             20060601              440.26                        59959.74             70.58999634
TX                             20060601              2537.7                        371709.8                      80
TX                             20060601              289.25                        32945.42                      80
TX                             20060601               505.3                         62765.7                      80
TX                             20060501             1342.52                       196491.64                      80
TX                             20060501              995.98                       145771.52                      80
TX                             20060601              547.88                        70398.41                      80
TX                             20060401              366.88                        49898.67             66.66999817
TX                             20060501              236.93                        28770.02                      90
NC                             20060301              490.73                        74446.79                      90
NC                             20060601             2735.07                       395698.68                      80
CO                             20060601                1035                          165600             79.23000336
CA                             20060601             3631.23                       573980.65             57.45000076
CO                             20060601                1204                          206400                      80
MA                             20060501             1285.92                          189920                      80
CA                             20060201             2273.23                       358006.65             63.65000153
NM                             20060601              666.67                          100000                      80
NM                             20060601              804.42                       120663.65             79.90000153
NY                             20060501              657.68                        79525.62                      80
FL                             20060401              570.83                        85587.78                      65
NC                             20060601             3275.42                       504382.21             59.40999985
CA                             20060401             4306.25                          780000                      65
FL                             20060401              756.78                       113468.65                      65
CA                             20060401             2373.97                       347180.66                      80
ME                             20060401               805.5                       114640.01                      80
TX                             20060501              721.44                        98187.62                      80
CA                             20060601             6145.83                         1000000             66.66999817
FL                             20060401             1081.12                       162098.06                      65
WA                             20060501             1381.25                          204000                      80
MA                             20060601              961.62                       127918.38                      80
FL                             20060401             1340.58                       201001.61                      65
WA                             20060501             1381.25                          204000                      80
ID                             20060401               790.5                          122400                      80
CA                             20060501             4756.37                       671024.17                      80
GA                             20060501              571.53                         86853.4             64.44000244
GA                             20060401               718.3                       103761.14             73.23999786
NC                             20060401              992.63                       148830.96                      80
GA                             20060401              888.84                       133269.55             77.66999817
GA                             20060501              523.16                         66423.2             78.23999786
GA                             20060501               845.9                       123526.48                      80
GA                             20060401              928.27                       134007.22                      70
GA                             20060401              856.81                       125304.05                      80
GA                             20060301             1134.22                        157868.7                      80
IL                             20060501              621.09                        87622.57                      65
MO                             20060601              351.68                        44175.22                      65
IN                             20060601             1496.33                          214400                      80
IN                             20060501               536.7                        69715.14                      80
TX                             20060401              818.38                       113989.55                      70
FL                             20060501              764.42                       107843.16                      80
MI                             20060501             1378.51                       206857.83                      80
TX                             20060401              332.08                        50560.42                      80
AR                             20060501             1106.08                        143675.1                      70
MO                             20060301             1032.45                       167991.62                      70
FL                             20060701             1238.32                          188500                      65
FL                             20060601              871.47                       115926.03                      80
FL                             20060701             4883.23                          650000             73.02999878
FL                             20060401             1298.77                       176540.67             76.95999908
VA                             20060601             1922.84                       274795.91             76.38999939
FL                             20060601              1006.4                       138704.48                      80
FL                             20060601              1732.5                          252000                      80
FL                             20060401              1630.4                       241415.98             79.98000336
FL                             20060501              719.55                          127920                      80
IL                             20060601              466.29                        62758.92                      80
FL                             20060601             5536.18                       719563.82                      80
FL                             20060601             1215.64                       171625.69                      75
KY                             20060601             2097.65                       299777.35                      80
FL                             20060601             2369.35                       315178.89                      80
AL                             20060701             3329.02                          488000                      80
IL                             20060601              380.51                        53721.09                      80
FL                             20060601             3220.42                          524000                      80
TN                             20060501              884.06                       127804.62                      80
FL                             20060401             1089.64                       167547.71                      80
GA                             20060401             1101.33                       171542.24                      80
FL                             20060401             3723.96                          650000             77.37999725
OH                             20060401             1429.84                       209106.51                      80
NJ                             20060501              913.05                       128812.68             79.62999725
MI                             20060501             1165.59                        166451.8             79.98999786
MA                             20060501             1524.17                          248000                      80
NV                             20060501             5520.83                         1000000             64.94000244
NV                             20060601             1336.46                       193352.76                      80
CA                             20060601             2774.31                       416658.19             64.65000153
NV                             20060501               847.5                       115344.48                      70
CT                             20060401             1160.82                       157879.42                      70
RI                             20060401              1673.8                        214816.1                      80
NH                             20060401              842.87                       149843.75                    37.5
CT                             20060401              911.96                       117040.82                      70
AR                             20060601               781.4                        110320.1                      80
OK                             20060401              671.64                         93550.2                      75
NC                             20060601              566.02                           86250                      75
AR                             20060601              443.43                        67443.29                      75
OK                             20060401              671.64                         93550.2                      75
TN                             20060501              726.83                       110453.56             77.91999817
AR                             20060601              628.52                        88735.73                      80
NC                             20060601              671.84                          102375                      75
OK                             20060401              671.64                         93550.2                      75
NJ                             20060601               543.8                        74948.39                      75
NJ                             20060601                 571                         78695.8                      75
CA                             20060501             4434.15                        648982.8                      65
CA                             20060501             7193.33                         1079000                      65
CA                             20060601             1878.34                       289350.66                      80
CA                             20060601             5372.58                       849231.59             51.52000046
NV                             20060401              1059.4                       132924.38             90.02999878
CT                             20060301              379.25                        59781.25             70.58999634
NC                             20060501              830.43                       107868.68                      80
NC                             20060501             1790.39                       243671.47                      80
WA                             20060401                1350                          216000                      80
GA                             20060101              456.68                           82720             79.98999786
TX                             20060401              755.15                       107758.05                      80
AZ                             20060301              739.11                       122298.11                      70
TX                             20060301              697.57                       107176.46             79.97000122
AZ                             20060601                1525                          244000                      80
CA                             20060101             1958.37                          318650             74.98999786
WA                             20060601              656.25                          100000                      80
NC                             20060601              514.96                        63965.04                      80
CA                             20060401             1873.22                          339300             79.98999786
SC                             20060601               449.5                           69600                      80
CO                             20060501              870.72                       115751.67             79.98999786
FL                             20060601             1016.66                       163537.67                      80
OH                             20051101              430.83                        87999.99                      80
MD                             20060401              1975.5                          351200                      80
AZ                             20060301             1583.81                       262067.36                      70
CT                             20060301              748.58                       122717.33                      80
CA                             20060501             1260.89                       175750.75                      80
CT                             20060101              311.94                        49360.02             43.47999954
CA                             20060601             4082.03                          712500             74.61000061
TX                             20060401              687.48                        93501.14                      80
GA                             20060601             1602.37                       231823.46                      80
CO                             20060401                1470                          224000                      70
CA                             20060101             1759.21                       318648.78             74.98999786
TX                             20060101                 554                        88299.89                      80
WA                             20060601             1275.31                       169510.99                      80
CA                             20060601              1667.5                          276000                      80
CO                             20060501             1642.87                          303300                      80
IL                             20060401                2625                          360000                      80
SC                             20060501              361.15                           55920                      80
TX                             20060501              585.67                          100400                      80
GA                             20060501             2355.33                       443355.56             68.22000122
GA                             20060601              969.22                       145560.58                      80
AL                             20060501              492.53                        72087.01                      95
GA                             20060401              706.23                       112883.77                      80
TX                             20060501              716.87                       110999.99             79.29000092
NV                             20060601             1531.25                          210000                      80
TX                             20060501             3881.19                       547553.72             79.98999786
GA                             20060401             1224.25                          199200                      80
TX                             20060501              594.45                        98391.99                      80
TX                             20060401             1376.93                       209068.67                      80
TX                             20060501              716.87                       110999.99             79.29000092
TN                             20060501              629.21                        89854.02             74.98999786
VA                             20060401              5512.5                          980000                      70
AL                             20060601              379.18                        54858.23             78.54000092
AL                             20060601               518.4                         70602.6                      90
TX                             20060501              716.87                          111000             79.29000092
TX                             20060601              654.89                        95925.11                      80
CO                             20060501             2168.84                          335820                      80
CO                             20060601              4148.7                       647348.36                      80
NV                             20060601             1574.89                       235924.69                      80
TX                             20060601             2809.41                       416666.53             78.68000031
TX                             20060401             2075.05                       307256.71                      80
NJ                             20060501             2840.37                          439800             79.98999786
MD                             20060501              1098.9                       147805.72             79.98999786
VA                             20060501             2581.69                          393400             79.98999786
MD                             20060601             2159.72                          329100             79.98999786
MD                             20060501              2373.2                          379712                      80
VA                             20060601             3266.02                       503116.45                      80
MD                             20060501             1714.14                       236084.55                      75
MD                             20060701             4581.28                          676620                      80
NC                             20060601              934.31                       136853.16                      80
PA                             20060601             3296.72                          486900             79.97000122
NJ                             20060601             2857.47                          449700                      80
NJ                             20060501              1255.5                          194400                      80
MD                             20060601             3470.65                          546200                      80
SC                             20060501              851.75                       117309.79                      80
MD                             20060601             4005.04                       572366.91                      80
NJ                             20060601             3075.67                          461350                      80
MD                             20060601             2946.67                          442000             79.98000336
NJ                             20060501              1290.7                          199850                      80
SC                             20060601             1534.78                          254032                      80
MD                             20060601             3323.17                          514556                      80
PA                             20060601              3533.7                       492901.87                      80
TN                             20060601             1493.52                       213441.48                      80
GA                             20060301              429.24                        59031.87             78.93000031
FL                             20060501              629.87                         87795.5                      80
FL                             20060601              864.61                          131750                      80
GA                             20060601              828.63                       120739.23                      80
GA                             20060501             2519.75                       355483.03                      80
CA                             20060501             2531.21                       321378.41                      75
FL                             20060601              866.25                          132000                      80
SC                             20060501              681.74                        97354.84                      65
AZ                             20060501             6162.66                       969991.81             64.36000061
AZ                             20060601             3383.18                       514567.34             54.79000092
AZ                             20060601             2005.95                       279802.38                      80
AZ                             20060601                 820                          131200                      80
AZ                             20060601             4865.63                          778500             79.44000244
FL                             20060601             1370.46                       195854.54                      80
PA                             20060501             1306.23                       203639.05                      80
PA                             20060401             1051.18                       157609.19             84.48999786
PA                             20060601              576.15                        82338.85                      80
GA                             20060501              629.55                          111920                      80
GA                             20060501              808.88                        129420.9                      80
GA                             20060401             1093.01                       155969.79             79.38999939
GA                             20060401              558.25                           92400                      80
GA                             20060501              746.36                       100373.08                      80
GA                             20060501             1219.33                          198400                      80
GA                             20060401              610.38                          110560                      80
GA                             20060401              612.28                          103120                      80
GA                             20060401              797.98                          144540                      80
GA                             20060401              973.75                          164000                      80
GA                             20060601              759.53                          127920                      80
GA                             20060401              430.18                           77920                      80
GA                             20060601             1042.22                       166747.72                      80
GA                             20060401              1144.2                       189385.28                      80
GA                             20060401              1005.9                       150821.04             67.62999725
GA                             20060501               393.3                        59931.55                      80
GA                             20060401             1172.62                       190798.38                      80
GA                             20060501              526.66                           87172                      80
GA                             20060401              878.21                       125318.62                      80
GA                             20060501              451.61                           74750                      65
GA                             20060501             1122.72                       149252.75                      80
GA                             20060501              744.34                          119095                      80
GA                             20060401              569.33                           89600                      80
GA                             20060601               869.5                       119837.48                      80
GA                             20060601              812.55                       114716.91                      80
GA                             20060501               992.2                          151192                      80
GA                             20060501               625.8                        89366.74             79.98000336
GA                             20060601             1415.15                        202241.8                      80
GA                             20060501               407.3                        61894.53                      80
GA                             20060301              604.37                        90924.74             79.44999695
GA                             20060601             1215.16                       167476.66                      80
GA                             20060401             1334.88                       202684.92                      80
GA                             20060501             1191.54                       181074.36                      80
GA                             20060601             1199.04                       171356.74                      80
GA                             20060501              918.69                        122128.5                      80
GA                             20060501              741.02                       112609.92                      80
GA                             20060601              774.06                       122353.29                      80
GA                             20060401             1930.91                       282385.57                      80
GA                             20060501              740.03                          131560                      80
NC                             20060501              753.95                          124792                      80
GA                             20060601              708.75                       105115.88                      80
GA                             20060301              829.48                       114081.96                      80
GA                             20060401             1252.31                        185431.4                      80
GA                             20060501              950.95                       140923.58                      80
GA                             20060501              833.45                        128278.1                      80
GA                             20060601              861.82                       127817.71                      80
GA                             20060601             1190.86                          181464                      80
GA                             20060601              844.09                       120630.41                      80
GA                             20060401              513.33                           88000                      80
GA                             20060401              782.05                       114370.08                      80
GA                             20060601              646.47                        93528.78                      80
GA                             20060501             1155.12                          191192                      80
GA                             20060501              1074.5                          171920                      80
GA                             20060501              817.75                          126620                      80
GA                             20060401             1129.87                       171556.02                      80
GA                             20060601             1341.84                       196546.56             79.98999786
GA                             20060401              855.01                       136667.17             79.98000336
GA                             20060601                 550                           96000                      80
GA                             20060501              981.85                       138518.56                      80
GA                             20060601             1059.11                       159061.51                      80
GA                             20060401               410.2                           70320                      80
GA                             20060601              638.95                        91313.18                      80
GA                             20060401             1050.77                          162700             79.98999786
GA                             20060501             1019.77                          157900             79.98000336
GA                             20060601              684.88                       106865.63                      80
GA                             20060501              529.82                         94189.9             79.02999878
GA                             20060201              955.84                       137858.97                      80
NC                             20060401              606.91                        112045.5                      70
FL                             20060501              887.14                       128248.92                      80
GA                             20060501              1315.1                       194886.87                      80
GA                             20060501             1035.83                          177571                      80
NC                             20060601              898.49                       128404.64             77.41000366
GA                             20060601              805.99                        111083.5                      80
IL                             20060601             1170.17                          190400                      80
CA                             20060601             6320.68                       999095.99                    62.5
HI                             20060601             2455.83                       359719.17                      80
CA                             20060501             4162.02                       648711.13             44.83000183
CO                             20060701              852.72                          125000             15.92000008
CA                             20060601              632.07                         99909.6             43.47999954
FL                             20060501             1374.48                          227500                      65
CA                             20060501             1994.44                       306969.01             41.54999924
CA                             20060501             1317.71                          230000             60.52999878
RI                             20060601             1268.28                       188099.45                      75
MI                             20060201              400.86                         59258.7                      70
TX                             20060201             1271.31                       161128.28                      80
MO                             20060401              751.09                        94240.06                      80
TX                             20060501             1129.92                       171710.17                      80
TX                             20060401              707.83                       103515.69                      80
IL                             20060601              960.73                       126321.44                      80
TX                             20060501              454.64                        61876.58                      80
IL                             20060401             1676.83                       222770.07                      80
OR                             20060401             1092.08                       153955.84                      80
TX                             20060501               689.9                       110378.61                      80
TX                             20060401               610.6                        85048.37                   77.25
AZ                             20060601              1073.1                       147898.15                      80
OK                             20060501             1415.21                       202013.32                      80
AZ                             20060501                 855                          144000                      75
TX                             20060501              655.06                       104804.99                      80
TX                             20060601             1126.45                       168746.13                      80
TX                             20060501              667.01                        91864.96                      80
TX                             20060501             1523.05                       193376.42                      80
TX                             20060501              679.75                        97071.25             79.51000214
NV                             20060401            10461.59                      1588463.26                      65
CA                             20060501             2375.99                       319579.94                      80
GA                             20060601             1514.06                          255000             71.83000183
GA                             20060501             3583.13                          637000             60.66999817
FL                             20060601             1132.71                       163875.21                      80
GA                             20060501              724.63                          114040                      80
FL                             20060501             1115.32                       151795.34                      80
GA                             20060401             2817.95                        406658.4             79.22000122
TN                             20060501             4010.42                          770000             64.16999817
GA                             20060601                1200                          192000                      80
GA                             20060601              1108.5                          177360             79.98999786
GA                             20060501              706.41                          102750                      75
GA                             20060601             1841.67                          340000                      80
GA                             20060601              2914.7                       454798.38                      80
GA                             20060701             2650.08                          519200                      80
GA                             20060401             1297.23                       189712.27                      80
AL                             20060401              854.28                       126493.98                    79.5
GA                             20060501              704.01                       103038.49             76.44000244
GA                             20060601              880.01                       128899.36                    64.5
TN                             20060601              905.98                       127907.35                      80
GA                             20060601             1002.49                       148681.01             77.91000366
GA                             20060601              559.37                        79940.63                      80
IN                             20060401              657.55                        97360.48             78.70999908
GA                             20060501              562.06                           78200             79.80000305
GA                             20060601              2400.3                       394656.05                      80
VA                             20060601                 700                          112000             77.23999786
GA                             20060601             2522.33                          432400             79.33999634
OH                             20060601              381.25                           55158                      80
TX                             20060501              661.46                        94459.14             79.97000122
TX                             20060501              523.01                        74688.63                      80
TX                             20060501              828.12                       107569.04             79.97000122
TX                             20060501              792.75                       102974.64             79.97000122
TX                             20060501             1006.87                       143785.59                      80
TX                             20060601              514.62                        73545.38                      80
MO                             20060601              622.59                          103050             79.98000336
TX                             20060601              751.27                        99936.23                      80
TX                             20060601              690.82                        98726.68                      80
TX                             20060501              794.28                       114824.44             79.30999756
TX                             20060601              344.57                         43774.8             79.91999817
TX                             20060501              756.61                        98280.29             79.94000244
TX                             20060501              803.51                       104372.95                      80
TX                             20060601              717.65                       105117.93                      80
TX                             20060501              520.22                        74289.21                      80
TX                             20060601              901.52                       119923.48                      80
TX                             20060601             3494.79                          550000             73.33000183
TX                             20060501              708.65                       101199.11             79.98000336
TX                             20060601              587.34                        83937.66                      80
LA                             20060501              656.14                        94854.98             79.16999817
TX                             20060501              821.97                       106770.02             79.98999786
CA                             20060601             4921.88                          787500                      75
AZ                             20060601             1719.08                       251803.42                      80
IL                             20060601              775.18                       117900.86             64.83999634
IL                             20060601              668.16                        94331.67                      80
IN                             20060601             1224.55                       188637.45             79.66000366
FL                             20060501              769.53                       103503.94                      80
GA                             20060501              951.31                       139233.77                      80
GA                             20060501             1244.75                          199160                      80
GA                             20060601             1397.36                       192587.37                      80
VA                             20060501              4360.8                          606720                      80
AZ                             20060601             2304.28                       299498.45                      80
MI                             20060201              1402.5                       181697.37             79.97000122
GA                             20060601             1747.64                       272695.19             79.98000336
NV                             20060601             2670.75                       376776.05                      80
NC                             20060601             2950.86                       437645.74                      75
FL                             20060601             1069.22                       158577.09                      80
VA                             20060601             5594.12                       744150.18             70.94000244
AZ                             20060601             1003.49                       148828.89                      80
VA                             20060601             3141.67                          520000                      80
NM                             20060501             1211.77                       168904.47                      80
AZ                             20060401             3062.84                       447922.88                      95
PA                             20060601             1925.59                       256148.56                      80
AZ                             20060601             3126.11                          447920                      80
NV                             20060501              1996.3                        285080.9                      80
FL                             20060501             1131.88                          190632                      80
FL                             20060601                1985                          290753                      80
AZ                             20060601             5328.57                       761513.42                      80
NV                             20060601             3395.05                       509882.71                      80
AZ                             20060701             3623.45                          579752                      80
FL                             20060601             2491.27                       383769.29                      80
MI                             20060501             3620.58                       550207.29                      80
CA                             20060601             2209.46                       315756.23                      80
FL                             20060501             2140.13                       281216.74                      80
FL                             20060601             3856.64                       501266.15                      90
FL                             20060501              1988.5                       267460.43                      80
IL                             20060501             1226.05                       157445.19                      80
FL                             20060601             1255.64                       173055.82                      75
CA                             20060601             3699.61                       555621.25                      80
CA                             20060501             2853.88                       393056.46                      80
NV                             20060601              2164.1                          377734                      80
CO                             20060601             1281.53                       166567.03                      80
IL                             20060501             2958.94                       384352.09                      80
FL                             20060501              834.42                       120432.83                      80
OH                             20060601             2255.67                       303595.27                      80
UT                             20060501              861.41                       124529.62                      80
UT                             20060501              894.42                       129302.33                      70
CO                             20060601               534.6                         71952.9                      80
UT                             20060501             2166.19                       309342.74                      80
CO                             20060601              389.29                        54960.19             73.33000183
UT                             20060601             1866.67                          280000                      80
CO                             20060501              982.33                       143774.66             79.12000275
CO                             20060501                 875                          140000                      80
CO                             20060601              393.75                           60000                      80
CO                             20060601             9065.11                       1311501.3                      75
CO                             20060501              607.79                        87865.67                      80
CO                             20060501              827.87                       118223.71                      80
UT                             20060601              852.68                       117519.07                      80
CO                             20060601              1677.5                          264000                      80
UT                             20060501              813.75                          124000                      80
UT                             20060601              475.11                        67076.39                      75
CO                             20060501                2024                       307580.83                      79
UT                             20060501              953.25                       143044.41                      80
CO                             20060501               622.3                        88867.49             68.45999908
CO                             20060601              305.94                        42839.71                      95
CO                             20060601              424.33                           60800                      80
CO                             20060601               419.1                        58458.71                      75
NV                             20060601             3356.23                       479643.77                      80
NV                             20060601             1064.33                          164800                      80
CA                             20060601             5159.33                          697600                      80
CA                             20060601             3490.83                          472000                      80
CA                             20060601                4025                          552000                      80
CA                             20060301             2996.52                       460395.44                      70
TX                             20060501              563.59                        81475.44                      80
NV                             20060601             1731.86                       260097.62                      80
NV                             20060501             1446.97                       214428.46                      80
NV                             20060601             1106.25                          180000                      80
NV                             20060501                1575                          240000                      80
RI                             20060501             1718.15                       228407.32             74.98000336
MI                             20060501             2234.81                       327087.34                      80
IN                             20060501              693.72                       105422.05                      80
MA                             20060601             1484.94                       204659.06                      80
CT                             20060601             2102.18                       319731.15                      80
IN                             20060501              489.67                        73478.97                      80
NH                             20060501                1465                       219837.95             64.97000122
MA                             20060301             1269.36                       162810.41                      80
CT                             20060301              810.75                       124514.47             74.84999847
NH                             20060501             1504.25                       225728.26             64.98999786
RI                             20060601             2138.75                          348000                      80
MA                             20060301              1297.2                       199305.37             71.43000031
MA                             20060501             3317.43                       468019.38             74.98999786
MI                             20060501              614.87                         94636.3             79.68000031
MA                             20060501             4006.01                       551737.05                      65
NH                             20060601             1421.96                       200754.59             74.98999786
CA                             20060601             1167.24                       168871.41                      65
FL                             20060601             1374.21                       180687.62                      80
FL                             20060501             1397.92                          244000                      80
TX                             20060501              555.24                         88834.7             63.56999969
MS                             20060601              544.21                         71555.5                      80
IN                             20060601              421.74                        56762.84                      80
OK                             20060501               354.6                        50027.25             78.27999878
TX                             20060601             1602.23                       210668.98                      80
IN                             20060501             1087.81                       157259.58                      75
TX                             20060501              384.46                         49939.2                      80
OH                             20060401             1445.56                        187655.9                      80
OK                             20060501              397.92                        56138.36             79.41000366
TX                             20060501              914.12                       133790.29                      80
FL                             20060601               995.9                       151472.64                      80
OK                             20060501              391.83                        55279.62             79.19999695
WY                             20060601               511.1                        73943.69                      80
UT                             20060601              793.88                        122293.8                      80
UT                             20060601              807.84                       108728.83                      80
CA                             20060601             2096.92                       318928.75                      80
TX                             20060601             1034.84                       147890.16                      80
AZ                             20060601              849.66                          138250                      70
TX                             20060601             1735.46                       254201.54                      80
UT                             20060601               956.4                          148088                      80
FL                             20060601             1272.08                          172000                      80
CO                             20060501              812.08                       111845.33                      80
FL                             20060601              974.32                       135904.01                      80
UT                             20060601              642.72                        91851.78                      80
FL                             20060601             1094.07                       156355.88                      80
CA                             20060701                4500                          720000                      80
CA                             20060601             2058.21                        305255.7             67.88999939
TX                             20060601             1034.84                       147890.16                      80
NC                             20060401             2179.92                          373700             79.98999786
CO                             20060501                1475                          236000                      80
NV                             20060601             1686.99                       256584.26                      80
TX                             20060601              721.95                       101926.17                      80
TN                             20060401                1937                          309920                      80
AZ                             20060501             1051.55                          174050             79.98999786
TX                             20060601              472.83                        65953.42                      80
AZ                             20060501             1022.97                          166450             79.98999786
CA                             20060501             2886.01                       411541.76                      65
IL                             20060501             1095.35                        145613.4                      90
NV                             20060201             1691.79                       228749.24             79.98999786
NV                             20060301             1842.88                          256400                      80
VA                             20060501              699.21                        99851.12             78.12999725
VA                             20060501                 575                           92000                      80
VA                             20060501                 400                           64000                      80
VA                             20060501                 385                           61600                      80
VA                             20060501                 600                           96000                      80
MD                             20060501              489.45                        69894.49                      80
MD                             20060601              956.67                          164000                      80
VA                             20060601             2054.54                       279812.13             73.68000031
VA                             20060501              643.28                        91863.01                      80
VA                             20060501              828.81                       119816.82             78.94999695
VA                             20060501                 425                           68000                      80
VA                             20060501              654.47                        93460.63                      78
GA                             20060401              532.11                           86580                      70
GA                             20060501             1194.58                          188000                      80
NJ                             20060401             2315.17                          383200                      80
CA                             20060701            10522.97                         1603500                      60
NJ                             20060501                3150                          480000                      80
NV                             20060601             1668.55                       284730.86             74.02999878
NV                             20060201             1241.17                       211530.76                      80
NV                             20060601             1658.54                       249086.66                      80
CA                             20060601               662.5                          120000             16.37000084
AZ                             20060601             1640.62                          225000                      75
NV                             20060601             1230.62                       175869.38                      80
NV                             20060601             1420.43                          231120                      80
NV                             20060501              1232.5                       231999.67                      80
AZ                             20060501                1595                          255200                      80
NV                             20060501             1401.26                       215811.53                      80
AZ                             20060601              782.49                       107845.74                      80
NV                             20060501             1576.63                       239595.58                      75
NV                             20060601             1620.31                          255000                      75
CA                             20060301             6996.94                          959580                      80
IL                             20060601              773.15                       107843.83                      80
FL                             20060401             1213.35                       155721.71             78.38999939
OR                             20060501              804.26                        123724.8                      80
AZ                             20060601              648.67                        97420.08                      65
LA                             20060501              423.25                        74479.88                      70
FL                             20060401               343.6                        50876.91                   63.75
MN                             20060401              762.23                        97825.19                      70
NV                             20060601             1459.67                          241600                      80
MN                             20060501              367.88                        55905.63                      80
MD                             20060401              597.25                        88426.57             61.90999985
AZ                             20060501             1945.79                       299481.97             72.29000092
AZ                             20060501              749.88                       115415.43                      80
AZ                             20060701             3928.25                          661600                      80
AZ                             20060601             1065.93                       162123.68                      80
AZ                             20060501             1392.69                       211642.76                      80
AZ                             20060601             1111.46                          194000                      80
AZ                             20060501             1040.43                       148578.45                      80
AZ                             20060501              781.75                       118796.64             73.45999908
AZ                             20060501             1735.71                       260462.06                      80
AZ                             20060401              1345.5                          239200                      80
AZ                             20060601              1645.6                       256773.25             48.49000168
FL                             20060601              1225.9                          179400             79.98000336
GA                             20060501              538.75                        75093.49                      80
GA                             20060501              538.75                        75093.49                      80
SC                             20060401             1537.72                       222128.64                      80
GA                             20060601                 620                           96000                      80
GA                             20060501              538.75                        75093.49                      80
GA                             20060501              490.38                        70891.61             78.88999939
GA                             20060501              538.75                        75093.49                      80
GA                             20060501              833.47                       119022.52                      80
GA                             20060601              405.54                        57956.96                      80
GA                             20060601                 910                          134400                      80
GA                             20060501              538.75                        75093.49                      80
GA                             20060501              963.18                          156720                      80
GA                             20060501             1036.01                       149771.02             73.16999817
GA                             20060501              1925.2                       271605.01                      80
GA                             20060601             1269.75                       174999.48                      80
FL                             20060701             8113.07                         1235000                      65
GA                             20060401             3310.92                       502722.44                      70
GA                             20060501              538.75                        75093.49                      80
GA                             20060501              538.75                        75093.49                      80
NC                             20060601                 783                          129600                      80
GA                             20060601              1900.2                       255752.59                      80
IN                             20060601              721.57                       100648.91                      80
TX                             20060501              630.44                        87875.38                      80
TX                             20060601              683.89                        94255.09                      80
TX                             20060501              506.23                         72292.2                      80
TX                             20060501              521.18                        76280.44                      80
TX                             20060601             1268.66                       195368.16                      80
TX                             20060601             1047.17                          164800                      80
TX                             20060501              600.72                        84748.75                      80
TX                             20060401              458.22                        74206.05             79.33999634
TX                             20060601             2019.24                       295768.37                      80
GA                             20060501              547.15                        67925.42                      80
GA                             20060201             3056.97                       486516.88             79.66999817
GA                             20060601             1290.04                       177797.56                      80
AL                             20060301             4990.96                       797012.46             66.66999817
TN                             20060301             3160.35                       497813.16             79.37000275
GA                             20060301             2635.27                       425856.31             74.43000031
GA                             20060201             2903.53                       463226.64                      95
AL                             20060401              3213.6                       534391.18                      80
AL                             20060301             2994.39                       478177.58             71.11000061
GA                             20060501             1049.83                       151767.97                      80
GA                             20060501              521.94                        65526.18                      80
GA                             20060601              318.26                        39977.57                      80
SC                             20060501              703.69                       100490.15                      80
AL                             20060201             3377.69                       568060.52             78.76000214
TN                             20060501             1782.43                       248447.66                      80
AL                             20060601              900.48                       131897.02                      80
GA                             20060601              676.49                         96678.2                      75
GA                             20060301              574.83                        86114.19                      80
TX                             20060201             1737.33                       219965.87                      75
GA                             20060501             2317.59                       343448.19                      80
MI                             20060501              542.33                        79237.63                      75
MI                             20060401              399.17                        54289.76                      80
MI                             20060501             1081.82                       143815.73             76.80000305
MI                             20060501              559.37                        79880.89                      80
MI                             20060201              474.79                        69308.55                      80
MI                             20060201              524.41                         74718.2                      75
MI                             20060501              535.12                        68718.47                      80
GA                             20060601              796.56                       104734.86             77.05999756
PA                             20060501              573.79                        87196.82                      80
PA                             20060501             1031.63                       143796.08                      80
NJ                             20060501             3215.26                       448164.43                      80
PA                             20060601              520.97                        70952.36             78.88999939
PA                             20060701             2882.19                          422500                      65
PA                             20060501              559.37                        79879.96                      80
PA                             20060501              412.41                        55379.87                      80
DE                             20060601             2320.67                       335744.33                      80
PA                             20060601               536.3                        76643.08             79.97000122
PA                             20060501              828.26                       119736.94                      80
NJ                             20060401              611.74                        90580.86                      80
NJ                             20060501              940.59                       125039.77                      80
PA                             20060501             1298.93                       192490.72                      80
NJ                             20060401             1101.53                       151604.28                      80
DE                             20060201              849.35                       119560.19                      80
NJ                             20060601             1718.29                          299920                      80
PA                             20060501              425.26                        63814.91                      80
PA                             20060501              447.51                        65497.33             78.09999847
PA                             20060501              933.22                       136485.31                      80
NJ                             20060501             1036.36                       151682.26                      80
PA                             20060501             1174.02                       159683.91                      80
NJ                             20060601             1082.98                       156680.69                      80
PA                             20060501             4195.29                       599106.64                      80
PA                             20060601               919.7                       139882.38                      80
PA                             20060601             3532.54                       486864.71                      80
NJ                             20060501             1210.06                       174928.13                      80
PA                             20060501              382.02                        55912.36                      80
NJ                             20060601              724.39                       103523.11                      80
NJ                             20060501              556.85                        76693.95                      80
PA                             20060601              459.38                        65651.25                      90
NJ                             20060501              764.04                       111824.73                      80
PA                             20060501              1158.3                       155795.21                      80
NJ                             20060501             1480.81                       214071.74                      80
PA                             20060501              475.65                         65509.4             76.27999878
PA                             20060601             3383.59                       495613.08             78.73000336
PA                             20060501              643.28                        91863.01                      80
PA                             20060601              1534.5                          223200                      80
DE                             20060601             1258.28                          211920                      80
PA                             20060501             1131.11                       155784.58                      80
NJ                             20060501              989.05                        142606.4                      80
PA                             20060601              1073.1                       147898.15                      80
NE                             20060501              420.22                         61503.6                      80
NE                             20060601              447.51                        65548.82                      80
NE                             20060601              447.51                        65548.82                      80
NE                             20060601               398.4                        58354.43                      80
NE                             20060501              436.59                        63899.85                      80
NE                             20060601              529.37                        77539.46                      80
CA                             20060501             3816.81                       579615.18                      80
WI                             20060601             1401.33                          207833                      65
MN                             20060601             1515.19                       269367.88                      80
MD                             20060601             1174.02                       159892.65                      80
FL                             20060501             2452.34                       363416.09                      70
VA                             20060501              504.52                        76670.59                      80
FL                             20060601              610.38                        85139.87                      80
IA                             20060601              567.57                         83135.1                      80
GA                             20060501                 666                        95108.18                      75
IA                             20060701              668.86                           88000                      80
VA                             20060501              813.84                       113439.14             78.33999634
VA                             20060501             1985.77                       283577.14                      80
GA                             20060501              503.43                        71892.81                      80
GA                             20060601             1889.46                       283767.21                      80
DC                             20060501             2377.33                       339493.76             81.73000336
VA                             20060601              766.43                       115105.57             71.33000183
GA                             20060601              2101.1                       305508.81                      80
MD                             20060401             1679.42                          287900             79.98999786
GA                             20060401               733.5                          130400                      80
FL                             20060501             1309.78                       191699.54                      80
IA                             20060501              999.59                       129841.93                      80
VA                             20060601               797.1                        113915.4                      75
IA                             20060501             1059.09                       156947.83                      80
VA                             20060501               481.3                        67901.25                      80
MD                             20060601             1726.69                       249809.77             72.45999908
DC                             20060601              865.03                       112431.84                      75
VA                             20060501             4729.89                       718786.75                      80
NJ                             20060601             1798.17                       247829.33                      80
NJ                             20060501              751.27                        99872.02                      80
NJ                             20060501              691.17                        91882.26                      80
CO                             20060601               892.5                          136000                      80
TX                             20060501              699.21                        99851.12                      80
CO                             20060601              803.51                          122440             78.83999634
CA                             20060501              1512.5                          264000             79.04000092
TX                             20060601             1953.85                       269285.55             79.95999908
CA                             20060601             2694.17                          424000                      80
IL                             20060601              578.48                         76950.9                      70
MO                             20060601              703.18                       106950.07                      80
KS                             20060601              377.04                        51964.21             74.29000092
OK                             20060601             5750.53                       792554.19                      70
IN                             20060601              982.24                       149394.38                      80
TN                             20060401              493.09                        67063.83                      80
MN                             20060501             1091.73                          169042                      80
FL                             20060601              524.42                           71920                      80
MO                             20060501              379.17                           56000                      80
KS                             20060501             1022.06                       140765.34                      80
KS                             20060601              320.84                        44219.55                      75
KS                             20060601              326.28                        44969.03                      75
NC                             20060501              706.49                       100889.55                      80
MO                             20060601              919.48                          135800                      70
OH                             20060601             1238.09                       164694.91                      80
MI                             20060601               435.6                           72100                      70
NC                             20060401             1434.84                       202276.69                      80
AZ                             20060601             1160.11                       159889.89                      80
AZ                             20060501              628.51                         90861.1                      70
AZ                             20060501              732.12                       105838.18                      80
IN                             20060201              571.25                           91400             79.97000122
DC                             20060301              656.11                       106152.38                      80
TX                             20060401             1152.89                       181902.65                      80
VA                             20060201              2227.5                          324000                      80
TX                             20060601              406.04                        55961.46                      80
TX                             20060501              894.83                          145600                      80
TX                             20060501             2808.75                          385200                      80
TX                             20060601              762.53                       103850.27                      80
TX                             20060501              370.01                        54155.12                      80
TX                             20060601              727.67                          118400                      80
TX                             20060601              590.16                          108952                      80
TX                             20060601                 672                          102400                      80
TX                             20060501              759.22                       109757.21             77.95999908
TX                             20060401              736.26                          115870                      80
TX                             20060601              480.21                        63879.24                      80
TX                             20060601             1342.49                       191857.51                      80
TX                             20060501               358.6                        51840.74                      80
TX                             20060501              892.11                       135571.17                      80
TX                             20060501              580.06                        79889.52                      80
TX                             20060601              692.68                          110828                      80
TX                             20060501              446.06                        61435.06                      80
NY                             20060601               371.6                        52461.99                      70
CA                             20060501             2236.19                        339826.4                      80


STATE      MI                                                  MERS                 MARGIN                   NEXT_RATE_ADJ_DATE1
--------------------------------------------------------------------------------------------------------------------------------
CO         No MI                                        100245400024161056            N/A                            N/A
TX         No MI                                        100245400024173556            N/A                            N/A
MD         No MI                                        100177399060100105            N/A                            N/A
MO         No MI                                        100024200011719701            N/A                            N/A
MD         No MI                                        100177399051111970            N/A                            N/A
NC         No MI                                        100245400023655520            N/A                            N/A
WI         No MI                                        100024200011934888            N/A                            N/A
IN         No MI                                        100245400023842219            N/A                            N/A
OR         No MI                                        100245400024174554            N/A                            N/A
MD         No MI                                        100177399051212703            N/A                            N/A
VA         No MI                                        100245400024462173            N/A                            N/A
AZ         No MI                                        100053700000467745            N/A                            N/A
VA         No MI                                        100218000000175824            N/A                            N/A
MD         No MI                                        100218000000180410            N/A                            N/A
DC         No MI                                        100218000000176970            N/A                            N/A
VA         No MI                                        100218000000175170            N/A                            N/A
DC         No MI                                        100218000000175097            N/A                            N/A
DC         No MI                                        100218000000182952            N/A                            N/A
VA         No MI                                        100218000000182705            N/A                            N/A
VA         No MI                                        100218000000178380            N/A                            N/A
VA         No MI                                        100218000000174207            N/A                            N/A
GA         No MI                                        100218000000180873            N/A                            N/A
MD         No MI                                        100218000000175030            N/A                            N/A
VA         No MI                                        100218000000181137            N/A                            N/A
VA         No MI                                                         0            N/A                            N/A
VA         No MI                                        100218000000181343            N/A                            N/A
TX         No MI                                        100218000000176988            N/A                            N/A
VA         No MI                                        100218000000180261            N/A                            N/A
MD         No MI                                        100218000000175436            N/A                            N/A
VA         No MI                                        100218000000178125            N/A                            N/A
MD         No MI                                        100218000000179651            N/A                            N/A
GA         No MI                                        100218000000178265            N/A                            N/A
MA         No MI                                        100218000000180824            N/A                            N/A
MD         No MI                                        100218000000177036            N/A                            N/A
MD         No MI                                        100218000000177150            N/A                            N/A
MD         No MI                                        100212504000258692            N/A                            N/A
GA         No MI                                        100212504000262710            N/A                            N/A
MD         No MI                                        100212504000255839            N/A                            N/A
TN         No MI                                        100212504000270853            N/A                            N/A
MD         No MI                                        100212504000284300            N/A                            N/A
MD         No MI                                        100212504000257991            N/A                            N/A
TN         No MI                                        100212504000250160            N/A                            N/A
DE         No MI                                        100212504000278179            N/A                            N/A
MD         No MI                                        100212504000251291            N/A                            N/A
IL         No MI                                        100212504000253982            N/A                            N/A
MD         No MI                                        100212504000249667            N/A                            N/A
MD         No MI                                        100212504000256159            N/A                            N/A
VA         No MI                                        100212504000258320            N/A                            N/A
IL         No MI                                        100212504000258338            N/A                            N/A
MD         No MI                                        100212504000261902            N/A                            N/A
GA         No MI                                        100212504000262330            N/A                            N/A
MD         No MI                                        100022100135920015            N/A                            N/A
NY         No MI                                        100212504000235476            N/A                            N/A
VA         No MI                                        100212504000162043            N/A                            N/A
MI         No MI                                        100203000152256429            N/A                            N/A
CT         No MI                                        100203000137939636            N/A                            N/A
GA         No MI                                        100060806040046273            N/A                            N/A
MO         No MI                                                         0            N/A                            N/A
TX         No MI                                        100060806040046406            N/A                            N/A
UT         No MI                                        100060806040047818            N/A                            N/A
CO         No MI                                        100060806040047289            N/A                            N/A
VA         No MI                                        100051110000053404            N/A                            N/A
MD         No MI                                        100051110000055197            N/A                            N/A
NJ         No MI                                        100051110000049976            N/A                            N/A
CA         No MI                                        100051110000051980            N/A                            N/A
VA         No MI                                        100051110000050529            N/A                            N/A
TN         No MI                                        100051110000052129            N/A                            N/A
TN         No MI                                        100051110000055239            N/A                            N/A
NJ         No MI                                        100051110000051691            N/A                            N/A
TN         No MI                                        100051110000053325            N/A                            N/A
PA         No MI                                        100051110000005034            N/A                            N/A
MD         No MI                                        100051110000053713            N/A                            N/A
VA         No MI                                        100051110000052772            N/A                            N/A
VA         No MI                                        100051110000052517            N/A                            N/A
FL         No MI                                        100353006032200295            N/A                            N/A
NJ         No MI                                        100353006032300269            N/A                            N/A
FL         No MI                                        100353006031700394            N/A                            N/A
FL         No MI                                        100353006032300111            N/A                            N/A
PA         No MI                                        100353006032200022            N/A                            N/A
NJ         No MI                                        100353006032800235            N/A                            N/A
FL         No MI                                         10035300603310007            N/A                            N/A
FL         No MI                                        100353006032200592            N/A                            N/A
DC         No MI                                        100353006032800284            N/A                            N/A
MA         No MI                                        100353006032900282            N/A                            N/A
CT         No MI                                        100353006033100197            N/A                            N/A
MD         No MI                                         10035300603270005            N/A                            N/A
MD         No MI                                        100353006032200261            N/A                            N/A
PA         No MI                                        100353006032100065            N/A                            N/A
NY         No MI                                        100371300060200006            N/A                            N/A
NY         No MI                                        100038600000710073            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
NY         No MI                                        100038600000118423            N/A                            N/A
NY         No MI                                        100038600000115213            N/A                            N/A
NY         Radian Guaranty                              100038600000116773            N/A                            N/A
NY         No MI                                        100038600000117698            N/A                            N/A
DC         No MI                                        100090704306020047            N/A                            N/A
MD         No MI                                        100090707606020047            N/A                            N/A
DC         No MI                                        100090704306020054            N/A                            N/A
MD         No MI                                        100090704306020997            N/A                            N/A
NC         No MI                                        100127500000086145            N/A                            N/A
NJ         No MI                                        100246606032400042            N/A                            N/A
NC         No MI                                        100246606050900097            N/A                            N/A
NJ         No MI                                        100246606031300102            N/A                            N/A
NJ         No MI                                        100246606041300076            N/A                            N/A
NJ         No MI                                        100246606030700062            N/A                            N/A
NJ         No MI                                        100246606012500027            N/A                            N/A
NJ         No MI                                        100246606022200006            N/A                            N/A
NJ         No MI                                        100261206030600006            N/A                            N/A
NJ         No MI                                        100246606033000007            N/A                            N/A
FL         No MI                                        100246606021400029            N/A                            N/A
NJ         No MI                                        100246606032900074            N/A                            N/A
NJ         No MI                                        100246606040600096            N/A                            N/A
NJ         Mortgage Guaranty In                         100288010050903368            N/A                            N/A
NY         No MI                                        100246606042000089            N/A                            N/A
NJ         No MI                                        100246606032700003            N/A                            N/A
NJ         No MI                                        100246606033100013            N/A                            N/A
MI         No MI                                        100098500040206047            N/A                            N/A
TX         No MI                                        100098500040213472            N/A                            N/A
FL         No MI                                        100098500040217291            N/A                            N/A
TX         No MI                                        100098500040228355            N/A                            N/A
FL         No MI                                        100098500040215345            N/A                            N/A
MI         No MI                                        100098500040219115            N/A                            N/A
CA         No MI                                        100098500040229650            N/A                            N/A
WA         No MI                                        100098500040234247            N/A                            N/A
TX         No MI                                        100098500040234924            N/A                            N/A
TX         No MI                                        100098500040229676            N/A                            N/A
CA         No MI                                        100098500040231300            N/A                            N/A
OR         No MI                                        100009850004022950            N/A                            N/A
FL         No MI                                        100098500040234429            N/A                            N/A
TX         No MI                                        100098500040224263            N/A                            N/A
TX         No MI                                        100098500040226607            N/A                            N/A
VA         No MI                                        100098500040210197            N/A                            N/A
TX         No MI                                        100098500040225997            N/A                            N/A
TX         No MI                                        100098500040236762            N/A                            N/A
TX         No MI                                        100098500040236796            N/A                            N/A
WA         No MI                                        100098500040231037            N/A                            N/A
TX         No MI                                        100098500040230260            N/A                            N/A
TX         No MI                                        100098500040226599            N/A                            N/A
FL         No MI                                        100361200005501835            N/A                            N/A
FL         No MI                                        100361200000601622            N/A                            N/A
NJ         No MI                                        100157901000857134            N/A                            N/A
NJ         No MI                                        100157901000898914            N/A                            N/A
NJ         No MI                                                         0            N/A                            N/A
NJ         No MI                                        100022100137846085            N/A                            N/A
CT         No MI                                        100022100131437717            N/A                            N/A
NJ         No MI                                        100022100153078464            N/A                            N/A
MA         No MI                                        100022100137573986            N/A                            N/A
NM         No MI                                        100022100152378600            N/A                            N/A
MI         No MI                                        100022100137716627            N/A                            N/A
CO         No MI                                        100328400000604152            N/A                            N/A
MN         No MI                                                         0            N/A                            N/A
LA         No MI                                                         0            N/A                            N/A
AL         No MI                                        100022100138556220            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
AL         No MI                                        100022100137172854            N/A                            N/A
TN         No MI                                        100022100152270690            N/A                            N/A
FL         No MI                                        100022100137175584            N/A                            N/A
FL         No MI                                        100022100152343968            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
MS         Republic MIC                                 100022100152268553            N/A                            N/A
GA         No MI                                                         0            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
TN         No MI                                        100022100152268223            N/A                            N/A
AL         No MI                                        100022100137174009            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
FL         No MI                                        100022100152267563            N/A                            N/A
TN         No MI                                        100022100152267316            N/A                            N/A
FL         No MI                                        100022100152270773            N/A                            N/A
AL         No MI                                        100022100137173191            N/A                            N/A
FL         No MI                                        100022100137174678            N/A                            N/A
TN         No MI                                        100022100152266995            N/A                            N/A
FL         No MI                                        100022100152271193            N/A                            N/A
AL         No MI                                        100022100134713395            N/A                            N/A
MS         No MI                                        100022100135836955            N/A                            N/A
LA         No MI                                        100022100135841724            N/A                            N/A
TN         No MI                                        100022100134716448            N/A                            N/A
GA         No MI                                                         0            N/A                            N/A
TN         No MI                                        100022100137175253            N/A                            N/A
KY         No MI                                                         0            N/A                            N/A
TN         No MI                                                         0            N/A                            N/A
FL         No MI                                        100022100135841989            N/A                            N/A
GA         No MI                                        100184622160125008            N/A                            N/A
GA         No MI                                        100184634060308006            N/A                            N/A
GA         No MI                                        100184634060301019            N/A                            N/A
GA         No MI                                        100184698160407042            N/A                            N/A
AL         No MI                                        100184698160323033            N/A                            N/A
GA         No MI                                        100184698160301070            N/A                            N/A
GA         No MI                                        100184698160315179            N/A                            N/A
GA         No MI                                        100184620160313053            N/A                            N/A
GA         No MI                                                         0            N/A                            N/A
GA         No MI                                        100184622160324007            N/A                            N/A
GA         No MI                                                         0            N/A                            N/A
NC         No MI                                        100184601160207057            N/A                            N/A
GA         No MI                                        100184698160321136            N/A                            N/A
MO         No MI                                        100184698160403033            N/A                            N/A
GA         No MI                                        100184624160118017            N/A                            N/A
GA         No MI                                        100184698160323017            N/A                            N/A
TN         No MI                                        100184619160105006            N/A                            N/A
GA         No MI                                        100184698160208218            N/A                            N/A
NY         No MI                                        100163405776705305            N/A                            N/A
NJ         No MI                                        100163405776705511            N/A                            N/A
NJ         No MI                                        100086803051000208            N/A                            N/A
PA         No MI                                        100086801060302094            N/A                            N/A
PA         No MI                                        100086801060201916            N/A                            N/A
NY         No MI                                        100086801060200363            N/A                            N/A
PA         No MI                                        100086801060201775            N/A                            N/A
NJ         No MI                                        100086805060200679            N/A                            N/A
PA         No MI                                        100086817060200021            N/A                            N/A
PA         No MI                                        100086801060102510            N/A                            N/A
NJ         No MI                                        100086803051000174            N/A                            N/A
CT         Radian Guaranty                              100314507700876744            N/A                            N/A
CT         No MI                                        100314507700850459            N/A                            N/A
FL         No MI                                        100314507700885992            N/A                            N/A
FL         No MI                                        100314507700886024            N/A                            N/A
NY         No MI                                        100314507700836599            N/A                            N/A
NY         No MI                                        100314507700849352            N/A                            N/A
NY         No MI                                        100314507700773859            N/A                            N/A
NY         No MI                                        100314507700856597            N/A                            N/A
NY         No MI                                        100314507700851051            N/A                            N/A
NY         No MI                                        100314507700861621            N/A                            N/A
FL         No MI                                        100314507700886016            N/A                            N/A
CT         No MI                                        100314507700855417            N/A                            N/A
FL         No MI                                        100314507700886099            N/A                            N/A
IL         No MI                                        100169900032600013            N/A                            N/A
NJ         No MI                                        100076400000919281            N/A                            N/A
PA         No MI                                        100076400000918234            N/A                            N/A
NJ         No MI                                        100076400000919737            N/A                            N/A
NJ         No MI                                        100076400000919257            N/A                            N/A
NJ         No MI                                        100076400000919265            N/A                            N/A
NJ         No MI                                        100076400000920164            N/A                            N/A
AZ         No MI                                        100414001000149613            N/A                            N/A
AZ         No MI                                        100414001000149092            N/A                            N/A
TX         No MI                                        100414001000151049            N/A                            N/A
CO         No MI                                        100414001000154035            N/A                            N/A
AZ         No MI                                        100414001000153698            N/A                            N/A
AZ         No MI                                        100414001000106522            N/A                            N/A
AZ         No MI                                        100414001000150025            N/A                            N/A
CA         No MI                                        100414001000148367            N/A                            N/A
AR         No MI                                                         0            N/A                            N/A
TX         No MI                                                         0            N/A                            N/A
TX         No MI                                        10005210000602522-            N/A                            N/A
TX         No MI                                        100052100006017555            N/A                            N/A
TX         No MI                                        1000521-0000601761            N/A                            N/A
TX         No MI                                        1000521-0000601953            N/A                            N/A
TX         No MI                                        100052100006024643            N/A                            N/A
TX         No MI                                        1000521-0000601706            N/A                            N/A
TX         No MI                                        1000521-0000601943            N/A                            N/A
TX         No MI                                        1000521-0000602097            N/A                            N/A
CA         No MI                                        100070460603170001            N/A                            N/A
TX         No MI                                                         0            N/A                            N/A
CO         No MI                                                         0            N/A                            N/A
TX         No MI                                        100378000003146810            N/A                            N/A
GA         No MI                                        100378000003146075            N/A                            N/A
NC         No MI                                        100378000003141340            N/A                            N/A
MI         No MI                                        100378000003135920            N/A                            N/A
NJ         No MI                                        100061200006333595            N/A                            N/A
MN         No MI                                        100386100002141760            N/A                            N/A
NJ         No MI                                        100386100002113488            N/A                            N/A
NJ         No MI                                        100386100002129088            N/A                            N/A
MD         No MI                                        100386100002117729            N/A                            N/A
NV         No MI                                        100386100002107936            N/A                            N/A
GA         No MI                                        100386100002094852            N/A                            N/A
DC         No MI                                        100386100002063105            N/A                            N/A
FL         No MI                                        100386100002101491            N/A                            N/A
CA         No MI                                        100386100002107472            N/A                            N/A
CA         No MI                                        100386100002130656            N/A                            N/A
TX         No MI                                        100386100002105203            N/A                            N/A
NY         No MI                                        100386100002104487            N/A                            N/A
MD         No MI                                        100386100002113611            N/A                            N/A
TX         No MI                                        100386100002103190            N/A                            N/A
AZ         No MI                                        100386100002100709            N/A                            N/A
NH         No MI                                        100386100002123123            N/A                            N/A
MN         No MI                                                         0            N/A                            N/A
CA         No MI                                        100072900000833402            N/A                            N/A
CA         No MI                                        100386100002097350            N/A                            N/A
GA         No MI                                        100386100002087880            N/A                            N/A
GA         No MI                                        100386100002129674            N/A                            N/A
TX         No MI                                        100386100002099273            N/A                            N/A
AZ         No MI                                        100386100002103208            N/A                            N/A
NC         No MI                                        100386100002143865            N/A                            N/A
TX         No MI                                        100386100002099877            N/A                            N/A
WA         No MI                                        100386100002102416            N/A                            N/A
TX         No MI                                        100386100002114429            N/A                            N/A
CA         No MI                                        100386100002109452            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
TX         No MI                                        100386100002030039            N/A                            N/A
CA         No MI                                        100386100002093680            N/A                            N/A
NJ         No MI                                        100386100002098135            N/A                            N/A
TX         No MI                                        100386100002092567            N/A                            N/A
NJ         No MI                                        100386100002118388            N/A                            N/A
AZ         No MI                                        100386100002158434            N/A                            N/A
AZ         No MI                                        100386100002101780            N/A                            N/A
NJ         No MI                                        100386100002120368            N/A                            N/A
AZ         No MI                                        100386100002106474            N/A                            N/A
FL         No MI                                        100386100002136844            N/A                            N/A
FL         No MI                                        100386100002136778            N/A                            N/A
AZ         No MI                                        100386100002109676            N/A                            N/A
NY         No MI                                        100386100002102606            N/A                            N/A
GA         No MI                                        100386100002103042            N/A                            N/A
CA         No MI                                                         0            N/A                            N/A
NJ         No MI                                        100386100002088391            N/A                            N/A
CA         No MI                                        100386100002127256            N/A                            N/A
VA         No MI                                        100386100002127652            N/A                            N/A
CT         No MI                                        100386100002132132            N/A                            N/A
PA         No MI                                        100386100002131555            N/A                            N/A
DE         No MI                                        100386100002090496            N/A                            N/A
WA         No MI                                        100386100002118594            N/A                            N/A
MD         No MI                                        100386100002108702            N/A                            N/A
NJ         No MI                                        100386100002105583            N/A                            N/A
VA         No MI                                        100386100002140408            N/A                            N/A
FL         No MI                                        100386100002140655            N/A                            N/A
MD         No MI                                        100386100002071017            N/A                            N/A
TX         No MI                                        100386100002104073            N/A                            N/A
CA         No MI                                        100386100002093243            N/A                            N/A
VA         No MI                                        100386100002115251            N/A                            N/A
AZ         No MI                                        100386100002137925            N/A                            N/A
MN         No MI                                        100386100002131860            N/A                            N/A
CA         No MI                                        100386100002111391            N/A                            N/A
CA         No MI                                        100386100002118453            N/A                            N/A
NJ         No MI                                        100386100002087336            N/A                            N/A
MN         No MI                                        100386100002119717            N/A                            N/A
TX         No MI                                        100386100002110054            N/A                            N/A
NJ         No MI                                                         0            N/A                            N/A
MD         No MI                                        100386100002099844            N/A                            N/A
TX         No MI                                        100392429925000000            N/A                            N/A
TX         No MI                                        100386100002142743            N/A                            N/A
PA         No MI                                        100386100002104172            N/A                            N/A
AZ         No MI                                        100386100002081784            N/A                            N/A
TX         No MI                                        100386100002119501            N/A                            N/A
CA         No MI                                        100386100002119071            N/A                            N/A
TX         No MI                                        100386100002108116            N/A                            N/A
CA         No MI                                        100051700207267171            N/A                            N/A
CA         No MI                                        100051700183984120            N/A                            N/A
NJ         No MI                                        100051700184146232            N/A                            N/A
CA         No MI                                        100291300006020176            N/A                            N/A
TX         No MI                                        100098900060250539            N/A                            N/A
TX         No MI                                        100098900060350321            N/A                            N/A
TX         No MI                                        100098900060345545            N/A                            N/A
MN         No MI                                        100098900060216605            N/A                            N/A
GA         No MI                                        100098900060200443            N/A                            N/A
TX         No MI                                        100098900060342252            N/A                            N/A
FL         No MI                                        100098900060234814            N/A                            N/A
MA         No MI                                        100098900060301530            N/A                            N/A
TX         No MI                                        100098900060248608            N/A                            N/A
TX         No MI                                        100098900060320316            N/A                            N/A
TX         No MI                                        100098900060236694            N/A                            N/A
FL         No MI                                        100098900060137926            N/A                            N/A
IL         No MI                                        100098900051061275            N/A                            N/A
GA         No MI                                        100098900060346550            N/A                            N/A
IL         No MI                                        100098900060230564            N/A                            N/A
TX         No MI                                        100098900060320589            N/A                            N/A
TX         No MI                                        100098900060312636            N/A                            N/A
TX         No MI                                        100098900060151356            N/A                            N/A
TX         No MI                                        100098900051232108            N/A                            N/A
MA         No MI                                        100098900060262369            N/A                            N/A
SC         No MI                                        100098900060343458            N/A                            N/A
OH         No MI                                        100098900051233015            N/A                            N/A
TX         No MI                                                         0            N/A                            N/A
NC         No MI                                        100098900060205905            N/A                            N/A
IN         No MI                                        100098900060232065            N/A                            N/A
VA         No MI                                        100098900060219252            N/A                            N/A
IL         No MI                                        100098900060217553            N/A                            N/A
IL         No MI                                        100098900060244458            N/A                            N/A
TX         No MI                                        100098900051232389            N/A                            N/A
TX         No MI                                        100098900060238898            N/A                            N/A
OK         No MI                                        100098900060251313            N/A                            N/A
TX         No MI                                        100098900060203298            N/A                            N/A
TX         No MI                                        100098900060216837            N/A                            N/A
TX         No MI                                        100098900060326669            N/A                            N/A
TX         No MI                                        100098900060150242            N/A                            N/A
GA         No MI                                        100098900060261890            N/A                            N/A
TX         No MI                                        100098900060336825            N/A                            N/A
AZ         No MI                                        100098900060123405            N/A                            N/A
TX         No MI                                        100098900051035550            N/A                            N/A
TX         No MI                                        100098900060306240            N/A                            N/A
TX         No MI                                        100098900051006676            N/A                            N/A
TX         PMI                                          100098900060239367            N/A                            N/A
TX         No MI                                        100098900060216043            N/A                            N/A
TX         No MI                                        100098900060245927            N/A                            N/A
FL         No MI                                        100098900060262104            N/A                            N/A
TX         No MI                                        100098900051004960            N/A                            N/A
LA         No MI                                        100098900050632282            N/A                            N/A
TX         No MI                                        100098900060218387            N/A                            N/A
TX         No MI                                        100098900060236413            N/A                            N/A
IL         No MI                                        100098900060244177            N/A                            N/A
MN         No MI                                        100098900060337070            N/A                            N/A
MN         No MI                                        100098900060251669            N/A                            N/A
NJ         No MI                                        100098900060236488            N/A                            N/A
TX         GE Capital MI                                100098900060205178            N/A                            N/A
TX         No MI                                        100098900060336841            N/A                            N/A
TX         No MI                                        100098900060150390            N/A                            N/A
TX         No MI                                        100989900060331644            N/A                            N/A
CA         No MI                                        100098900060358563            N/A                            N/A
NC         No MI                                        100098900060259605            N/A                            N/A
FL         No MI                                        100199105110036114            N/A                            N/A
MS         No MI                                        100199105110035306            N/A                            N/A
UT         No MI                                        100199106040370813            N/A                            N/A
FL         No MI                                        100199105110032923            N/A                            N/A
GA         No MI                                        100199105110036635            N/A                            N/A
MD         No MI                                        100232600000056700            N/A                            N/A
MD         No MI                                                         0            N/A                            N/A
PA         No MI                                        100144600097444998            N/A                            N/A
MA         No MI                                        100073500011705356            N/A                            N/A
FL         No MI                                        100073512300004524            N/A                            N/A
CA         No MI                                        100073500011700415            N/A                            N/A
SC         No MI                                        100073500011711719            N/A                            N/A
TX         No MI                                        100073500011691739            N/A                            N/A
SC         No MI                                        100073500011711867            N/A                            N/A
GA         No MI                                        100073500011636171            N/A                            N/A
OR         No MI                                        100073500011663662            N/A                            N/A
WA         No MI                                        100073500011717957            N/A                            N/A
WA         No MI                                        100073500011717973            N/A                            N/A
CA         No MI                                        100073500011697025            N/A                            N/A
MD         No MI                                        100043200011688883            N/A                            N/A
CO         No MI                                        100073500011703088            N/A                            N/A
OR         Radian Guaranty                              100073500011659249            N/A                            N/A
AZ         No MI                                        100073500011674024            N/A                            N/A
TX         No MI                                        100073500011699682            N/A                            N/A
TN         No MI                                        100073500011700214            N/A                            N/A
NV         No MI                                        100073500011692679            N/A                            N/A
AZ         No MI                                        100073500011687646            N/A                            N/A
KY         No MI                                        100073500011679734            N/A                            N/A
NJ         No MI                                        100073500011691671            N/A                            N/A
RI         No MI                                        100073500011681243            N/A                            N/A
GA         No MI                                        100073500011718583            N/A                            N/A
CA         No MI                                        100073500011676201            N/A                            N/A
KY         No MI                                        100073500011661666            N/A                            N/A
CA         No MI                                        100073500011700720            N/A                            N/A
MD         No MI                                        100073500011711271            N/A                            N/A
CA         No MI                                        100073500011676243            N/A                            N/A
FL         No MI                                        100073500011689329            N/A                            N/A
CA         No MI                                        100073500011613006            N/A                            N/A
FL         No MI                                        100073500011698742            N/A                            N/A
OR         No MI                                        100073500011708707            N/A                            N/A
AZ         No MI                                        100073500011716942            N/A                            N/A
SC         Radian Guaranty                              100073500011666509            N/A                            N/A
FL         No MI                                        100073510100447109            N/A                            N/A
WA         No MI                                        100073500011677381            N/A                            N/A
GA         No MI                                                         0            N/A                            N/A
CA         No MI                                        100073500011704698            N/A                            N/A
TX         No MI                                        100073500011699187            N/A                            N/A
CA         No MI                                        100073500011694931            N/A                            N/A
CA         No MI                                        100073500011691820            N/A                            N/A
CA         No MI                                        100073500011702858            N/A                            N/A
MD         No MI                                        100073500011691523            N/A                            N/A
OR         No MI                                        100073500011691812            N/A                            N/A
CA         No MI                                        100073500011714176            N/A                            N/A
CA         No MI                                        100073500011683587            N/A                            N/A
WA         No MI                                        100073500011662334            N/A                            N/A
CA         No MI                                        100073500011710166            N/A                            N/A
FL         No MI                                        100073510100447125            N/A                            N/A
FL         No MI                                        100073500011706198            N/A                            N/A
TX         No MI                                        100073500011696381            N/A                            N/A
AZ         No MI                                        100073500011722213            N/A                            N/A
FL         No MI                                        100073500011680146            N/A                            N/A
CA         No MI                                        100073500011664934            N/A                            N/A
TN         No MI                                        100073500011711180            N/A                            N/A
SC         No MI                                        100073519000116201            N/A                            N/A
CA         No MI                                        100073500011676599            N/A                            N/A
CA         No MI                                        100073500011714988            N/A                            N/A
SC         No MI                                        100035019000116134            N/A                            N/A
AZ         No MI                                        100073500011637658            N/A                            N/A
CA         No MI                                        100073500011673968            N/A                            N/A
CA         No MI                                        100073500011678694            N/A                            N/A
FL         No MI                                        100073500011679460            N/A                            N/A
FL         No MI                                        100035010100445341            N/A                            N/A
TX         No MI                                        100073500011706479            N/A                            N/A
ID         No MI                                        100073500011703542            N/A                            N/A
CA         No MI                                        100073500011696615            N/A                            N/A
FL         No MI                                        100073500011698163            N/A                            N/A
MD         No MI                                        100073500011694683            N/A                            N/A
KY         No MI                                        100330706030118369            N/A                            N/A
IN         No MI                                        100330706040119779            N/A                            N/A
OH         No MI                                        100330706030114061            N/A                            N/A
IN         No MI                                        100330706030115159            N/A                            N/A
KY         No MI                                        100330706010105428            N/A                            N/A
KY         No MI                                        100330701010105386            N/A                            N/A
IN         No MI                                        100330706030113501            N/A                            N/A
OH         No MI                                        100330706030117346            N/A                            N/A
TN         No MI                                        100330706030113535            N/A                            N/A
TN         No MI                                        100330706020111648            N/A                            N/A
IN         No MI                                        100330706030118336            N/A                            N/A
KY         No MI                                        100330706030115035            N/A                            N/A
KY         No MI                                        100330706030118906            N/A                            N/A
TN         No MI                                        100330706030113782            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
KY         No MI                                        100330706030112875            N/A                            N/A
IN         Republic MIC                                 100330706030113683            N/A                            N/A
OH         No MI                                        100330706030114434            N/A                            N/A
KY         No MI                                        100330706040119951            N/A                            N/A
IN         No MI                                        100330706030115142            N/A                            N/A
IN         No MI                                        100330706020109733            N/A                            N/A
OH         No MI                                        100330706040120215            N/A                            N/A
IN         No MI                                        100330706040121544            N/A                            N/A
IN         No MI                                        100330706040120637            N/A                            N/A
IN         No MI                                        100330706030115340            N/A                            N/A
IN         No MI                                        100330706030113451            N/A                            N/A
KY         No MI                                        100330706040119589            N/A                            N/A
IN         No MI                                        100330706040119795            N/A                            N/A
KY         No MI                                        100330706040123029            N/A                            N/A
IN         No MI                                        100330706030113485            N/A                            N/A
KY         No MI                                        100330706040122807            N/A                            N/A
KY         No MI                                        100330706020112083            N/A                            N/A
OH         No MI                                        100330706040124076            N/A                            N/A
IN         No MI                                        100330706040119787            N/A                            N/A
IN         No MI                                        100330706030113303            N/A                            N/A
IN         No MI                                        100330706030114285            N/A                            N/A
KY         No MI                                        100330706030118443            N/A                            N/A
WY         No MI                                        100053400000134870            N/A                            N/A
HI         No MI                                        100238688010119067            N/A                            N/A
CO         No MI                                        100030200010116646            N/A                            N/A
CA         No MI                                        100030200010112116            N/A                            N/A
WI         No MI                                        100030200030065385            N/A                            N/A
WI         No MI                                        100030200541001150            N/A                            N/A
CO         No MI                                        100030200378002602            N/A                            N/A
CO         No MI                                        100030200112013949            N/A                            N/A
WY         No MI                                        100030200448001535            N/A                            N/A
VA         No MI                                        100015305360167286            N/A                            N/A
VA         No MI                                        100015305351276906            N/A                            N/A
FL         No MI                                        100015305860198120            N/A                            N/A
NJ         PMI                                          100015305350154815            N/A                            N/A
VA         PMI                                          100015305360106714            N/A                            N/A
VA         No MI                                        100015305360289965            N/A                            N/A
VA         No MI                                        100015305360310993            N/A                            N/A
TX         No MI                                        100204100000700237            N/A                            N/A
HI         No MI                                        100204100000730473            N/A                            N/A
NE         No MI                                        100204100000687152            N/A                            N/A
OK         No MI                                        100204100000719260            N/A                            N/A
TX         No MI                                        100204100000709691            N/A                            N/A
OK         No MI                                        100204100000718684            N/A                            N/A
SC         No MI                                        100146840106094487            N/A                            N/A
SC         No MI                                        100146850106102339            N/A                            N/A
SC         No MI                                        100146820106095916            N/A                            N/A
AZ         No MI                                        100146820106074069            N/A                            N/A
SC         No MI                                        100146850106083703            N/A                            N/A
SC         No MI                                        100146850106095061            N/A                            N/A
AZ         No MI                                        100102309060300812            N/A                            N/A
TX         No MI                                        100101300000013706            N/A                            N/A
AZ         No MI                                        100101309060301356            N/A                            N/A
AZ         No MI                                        100101309060307510            N/A                            N/A
IN         No MI                                        100101309060303261            N/A                            N/A
AZ         No MI                                        100101309060300929            N/A                            N/A
AZ         No MI                                        100101309060203958            N/A                            N/A
MO         No MI                                        100101309060205763            N/A                            N/A
AZ         No MI                                        100101309051100056            N/A                            N/A
TN         No MI                                        100101309060304541            N/A                            N/A
IL         No MI                                        100101309060205318            N/A                            N/A
AZ         No MI                                        100101309060306454            N/A                            N/A
MO         No MI                                        100101300000014373            N/A                            N/A
TX         No MI                                        100101309060200939            N/A                            N/A
AZ         No MI                                        100101300000009316            N/A                            N/A
AZ         No MI                                        100101309060400661            N/A                            N/A
IL         No MI                                        100101310060300661            N/A                            N/A
TX         No MI                                        100101309060305142            N/A                            N/A
AZ         Republic MIC                                 100101309060106169            N/A                            N/A
AZ         No MI                                        100101309060208221            N/A                            N/A
TX         No MI                                        100101309060207199            N/A                            N/A
IA         No MI                                        100101300000014985            N/A                            N/A
AZ         No MI                                        100101350060200370            N/A                            N/A
MO         No MI                                        100101309060204360            N/A                            N/A
TX         No MI                                        100177013600012601            N/A                            N/A
TX         No MI                                        100177014600016873            N/A                            N/A
TX         No MI                                        100177011300026822            N/A                            N/A
TX         No MI                                        100177011300025675            N/A                            N/A
TX         No MI                                        100177011300025105            N/A                            N/A
CO         No MI                                        100177088500003520            N/A                            N/A
TX         No MI                                        100177012000011569            N/A                            N/A
TX         No MI                                        100177014800021293            N/A                            N/A
TX         No MI                                        100177011300026426            N/A                            N/A
TX         No MI                                        100177011300025089            N/A                            N/A
CO         No MI                                        100177088500003504            N/A                            N/A
TX         No MI                                        100177014800026474            N/A                            N/A
TX         No MI                                        100177011300023167            N/A                            N/A
TX         No MI                                        100177011300027168            N/A                            N/A
TX         No MI                                        100177016200003961            N/A                            N/A
TX         No MI                                        100177011300025634            N/A                            N/A
TX         No MI                                        100177011300025659            N/A                            N/A
CO         No MI                                        100177066100029798            N/A                            N/A
TX         No MI                                        100177011300027580            N/A                            N/A
TX         No MI                                        100177011300026483            N/A                            N/A
TX         No MI                                        100177071000006458            N/A                            N/A
TX         No MI                                        100177011300023175            N/A                            N/A
TX         No MI                                        100177011300027697            N/A                            N/A
TX         No MI                                        100177011300025121            N/A                            N/A
TX         No MI                                        100177014800019941            N/A                            N/A
TX         No MI                                        100177016200006337            N/A                            N/A
TX         No MI                                        100177011300026103            N/A                            N/A
TX         No MI                                        100177013600013864            N/A                            N/A
TX         No MI                                        100177071000010880            N/A                            N/A
AZ         No MI                                        100177050500014428            N/A                            N/A
FL         No MI                                        100429106030006882            N/A                            N/A
FL         No MI                                        100429106020005357            N/A                            N/A
FL         No MI                                        100429106040007813            N/A                            N/A
NC         No MI                                        100429106030006833            N/A                            N/A
FL         No MI                                        100429106040007698            N/A                            N/A
NC         No MI                                        100429106040007771            N/A                            N/A
NC         No MI                                        100429106030006775            N/A                            N/A
FL         No MI                                        100188101000097244            N/A                            N/A
FL         No MI                                        100188101000102630            N/A                            N/A
CA         No MI                                        100165700600006369            N/A                            N/A
CA         No MI                                        100165700600003994            N/A                            N/A
CA         Mortgage Guaranty In                         100165700600005015            N/A                            N/A
CA         No MI                                        100165700600006310            N/A                            N/A
CA         No MI                                        100165700600003747            N/A                            N/A
CA         No MI                                        100015902740035959            N/A                            N/A
AZ         No MI                                        100208801000277383            N/A                            N/A
CA         No MI                                        100208802000114576            N/A                            N/A
CA         No MI                                                         0            N/A                            N/A
NV         No MI                                        100208805000054262            N/A                            N/A
CA         No MI                                        100202300007008236            N/A                            N/A
FL         No MI                                        100185400260304487            N/A                            N/A
OH         No MI                                        100022100153319785            N/A                            N/A
NY         No MI                                        100049616280515382            N/A                            N/A
TX         Radian Guaranty                              100063415410030441            N/A                            N/A
NY         No MI                                        100049616280516232            N/A                            N/A
FL         No MI                                        100063415920032747            N/A                            N/A
MA         No MI                                        100102600400487296            N/A                            N/A
PA         No MI                                                         0            N/A                            N/A
CT         No MI                                        100102600400509610            N/A                            N/A
NJ         No MI                                                         0            N/A                            N/A
NY         No MI                                        100102600400526721            N/A                            N/A
CT         No MI                                                         0            N/A                            N/A
NY         No MI                                                         0            N/A                            N/A
PA         No MI                                        100102600400536068            N/A                            N/A
NY         No MI                                        100102600400526697            N/A                            N/A
MA         No MI                                                         0            N/A                            N/A
CT         No MI                                                         0            N/A                            N/A
CT         No MI                                        100102600400529824            N/A                            N/A
TX         No MI                                        100259810000001667            N/A                            N/A
OK         No MI                                        100259810000001170            N/A                            N/A
TX         No MI                                        100259810000001329            N/A                            N/A
OK         No MI                                        100259810000001360            N/A                            N/A
OK         No MI                                        100259810000001212            N/A                            N/A
MD         No MI                                        100127800005009401            N/A                            N/A
MD         No MI                                        100127800007269995            N/A                            N/A
NC         No MI                                        100127800007168435            N/A                            N/A
MD         No MI                                        100127800005005557            N/A                            N/A
NC         No MI                                        100127800007269284            N/A                            N/A
MD         No MI                                        100127800007271983            N/A                            N/A
MD         No MI                                        100127800007267536            N/A                            N/A
MD         No MI                                        100127800007267957            N/A                            N/A
NC         No MI                                        100127800007667643            N/A                            N/A
MD         No MI                                        100127800007266215            N/A                            N/A
VA         No MI                                        100127800007270316            N/A                            N/A
MD         No MI                                        100127800007267544            N/A                            N/A
MD         No MI                                        100127800007266249            N/A                            N/A
MD         No MI                                        100127800007266223            N/A                            N/A
MD         No MI                                        100127900007259343            N/A                            N/A
MD         No MI                                        100127800007271025            N/A                            N/A
NC         No MI                                        100129600000535543            N/A                            N/A
VA         No MI                                        100102373550111856            N/A                            N/A
VA         No MI                                        100102373590154866            N/A                            N/A
MA         No MI                                        100102373590154767            N/A                            N/A
VA         No MI                                        100102373425122955            N/A                            N/A
MD         No MI                                        100102373390137996            N/A                            N/A
MD         No MI                                        100102373530111927            N/A                            N/A
NJ         No MI                                        100102373390136204            N/A                            N/A
MD         No MI                                        100102373530111901            N/A                            N/A
CT         No MI                                        100102373590156200            N/A                            N/A
RI         No MI                                        100102373590153546            N/A                            N/A
MA         No MI                                        100102373590156457            N/A                            N/A
MA         No MI                                        100102373590154940            N/A                            N/A
NH         No MI                                        100102373590155061            N/A                            N/A
MD         No MI                                        100102373530112115            N/A                            N/A
MA         No MI                                        100102373590154593            N/A                            N/A
VA         No MI                                        100102373590155749            N/A                            N/A
MA         No MI                                        100102373590154023            N/A                            N/A
RI         No MI                                        100102373590155251            N/A                            N/A
MD         No MI                                        100061600000027046            N/A                            N/A
FL         No MI                                        100059400000008599            N/A                            N/A
FL         No MI                                        100059400000008779            N/A                            N/A
VA         No MI                                        100031437006010297            N/A                            N/A
MD         No MI                                        100031437006010206            N/A                            N/A
MD         No MI                                        100031458006022272            N/A                            N/A
VA         No MI                                                         0            N/A                            N/A
FL         No MI                                        100031448006030425            N/A                            N/A
AZ         No MI                                        100031449006030720            N/A                            N/A
VA         No MI                                        100031458006022108            N/A                            N/A
MD         No MI                                        100031463006020094            N/A                            N/A
NC         No MI                                        100031449006023014            N/A                            N/A
FL         No MI                                        100031445006020208            N/A                            N/A
MA         No MI                                        100031432005122987            N/A                            N/A
IL         No MI                                        100031449006033104            N/A                            N/A
NM         No MI                                        100031449006024061            N/A                            N/A
AL         No MI                                        100031449006030399            N/A                            N/A
VA         No MI                                        100031458006031281            N/A                            N/A
NM         No MI                                        100031449006024038            N/A                            N/A
GA         No MI                                        100031432006010047            N/A                            N/A
AL         No MI                                        100031449006023642            N/A                            N/A
MD         No MI                                        100031463006020698            N/A                            N/A
AZ         No MI                                        100039269900032164            N/A                            N/A
CA         No MI                                        100039278076955579            N/A                            N/A
TX         No MI                                        100039260963901072            N/A                            N/A
MA         No MI                                        100039246250093681            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
NV         No MI                                        100039284050135881            N/A                            N/A
TX         No MI                                                         0            N/A                            N/A
KS         No MI                                        100039244050410114            N/A                            N/A
WI         No MI                                        100039213300010339            N/A                            N/A
UT         No MI                                        100039277050135240            N/A                            N/A
CO         No MI                                        100039291895108528            N/A                            N/A
MO         No MI                                        100039250238198489            N/A                            N/A
TX         No MI                                        100039274050276421            N/A                            N/A
NH         No MI                                        100039276794520394            N/A                            N/A
IL         No MI                                        100039223150071117            N/A                            N/A
PA         No MI                                        100039238626531403            N/A                            N/A
TX         No MI                                        100039238921743307            N/A                            N/A
VA         No MI                                        100039289050152208            N/A                            N/A
MI         No MI                                        100039223550020284            N/A                            N/A
OH         No MI                                        100039220050101077            N/A                            N/A
OR         No MI                                        100039234226797205            N/A                            N/A
NM         No MI                                        100039298050139842            N/A                            N/A
WI         No MI                                                         0            N/A                            N/A
FL         No MI                                        100195910002061839            N/A                            N/A
MD         No MI                                                         0            N/A                            N/A
AZ         No MI                                        100183300000290289            N/A                            N/A
MD         No MI                                        100183300000293085            N/A                            N/A
CA         No MI                                        100183300000295767            N/A                            N/A
MD         No MI                                        100183300000290180            N/A                            N/A
NV         No MI                                                         0            N/A                            N/A
NC         No MI                                        100183300000272147            N/A                            N/A
HI         No MI                                        100183300000287988            N/A                            N/A
WA         No MI                                        100183300000285065            N/A                            N/A
AZ         No MI                                        100183300000027793            N/A                            N/A
NJ         No MI                                                         0            N/A                            N/A
NJ         No MI                                        100234400000143816            N/A                            N/A
MD         No MI                                        100234400000146256            N/A                            N/A
MD         No MI                                        100234400000145829            N/A                            N/A
NJ         No MI                                        100234400000146603            N/A                            N/A
FL         No MI                                        100234400000147049            N/A                            N/A
NJ         No MI                                        100234400000138584            N/A                            N/A
NY         No MI                                        100234400000142477            N/A                            N/A
FL         No MI                                        100234400000145894            N/A                            N/A
MD         No MI                                        100234400000140317            N/A                            N/A
NJ         No MI                                        100234400000138568            N/A                            N/A
MD         No MI                                        100234400000144970            N/A                            N/A
GA         No MI                                        100142000000218823            N/A                            N/A
GA         No MI                                        100142000000226412            N/A                            N/A
GA         No MI                                        100142000000218567            N/A                            N/A
CA         No MI                                        100194006010079268            N/A                            N/A
IN         No MI                                        100194006040087174            N/A                            N/A
NY         No MI                                        100284939602140018            N/A                            N/A
FL         No MI                                        100284910160003625            N/A                            N/A
NJ         No MI                                        100284910160002742            N/A                            N/A
NY         No MI                                        100284915602160008            N/A                            N/A
NJ         No MI                                        100284939601270006            N/A                            N/A
CA         No MI                                        100134001100087217            N/A                            N/A
PA         No MI                                        100070110060017223            N/A                            N/A
PA         No MI                                        100070210060016829            N/A                            N/A
PA         No MI                                        100070210060016811            N/A                            N/A
AZ         No MI                                        100245700137837587            N/A                            N/A
CA         No MI                                        100245700153115413            N/A                            N/A
MO         No MI                                        100248000001999192            N/A                            N/A
NY         No MI                                        100284030000152050            N/A                            N/A
MA         No MI                                        100284030000170565            N/A                            N/A
NY         No MI                                        100284030000170698            N/A                            N/A
CO         No MI                                        100146001295477906            N/A                            N/A
VA         No MI                                        100196368000844798            N/A                            N/A
CO         No MI                                        100196368000804354            N/A                            N/A
MD         No MI                                        100196368000763139            N/A                            N/A
KY         No MI                                        100196368000813140            N/A                            N/A
OH         No MI                                        100196368000830516            N/A                            N/A
AZ         No MI                                        100199300006359007            N/A                            N/A
AZ         No MI                                        100199300006364825            N/A                            N/A
AZ         No MI                                        100199300006362530            N/A                            N/A
KS         No MI                                        100199300006353380            N/A                            N/A
FL         No MI                                        100022100137520508            N/A                            N/A
FL         No MI                                        100022100137443545            N/A                            N/A
FL         No MI                                        100022100136139979            N/A                            N/A
FL         No MI                                        100022100135816403            N/A                            N/A
FL         No MI                                        100263700000960661            N/A                            N/A
FL         No MI                                        100263700000957253            N/A                            N/A
AL         No MI                                        100263700000159926            N/A                            N/A
SC         No MI                                        100263700004061201            N/A                            N/A
SC         No MI                                        100263700004060054            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
GA         No MI                                        100263700001059281            N/A                            N/A
SC         No MI                                        100263700004061508            N/A                            N/A
GA         No MI                                        100263700001059836            N/A                            N/A
SC         No MI                                        100263700004059783            N/A                            N/A
FL         No MI                                        100263700000960216            N/A                            N/A
GA         No MI                                        100263700001060834            N/A                            N/A
GA         No MI                                        100263700001059422            N/A                            N/A
SC         No MI                                        100263700004061516            N/A                            N/A
GA         No MI                                        100263700001061808            N/A                            N/A
SC         No MI                                        100263700004061219            N/A                            N/A
FL         No MI                                        100263700000961792            N/A                            N/A
SC         No MI                                        100263700004060989            N/A                            N/A
SC         No MI                                        100263700004061771            N/A                            N/A
SC         No MI                                        100263700004060427            N/A                            N/A
SC         No MI                                        100263700004061193            N/A                            N/A
GA         No MI                                        100263700001061451            N/A                            N/A
SC         No MI                                        100263700004059973            N/A                            N/A
SC         No MI                                        100263700004060559            N/A                            N/A
SC         No MI                                        100263700004061227            N/A                            N/A
SC         No MI                                        100263700004061235            N/A                            N/A
SC         No MI                                        100263700004058868            N/A                            N/A
AZ         No MI                                        100062500080412036            N/A                            N/A
TX         No MI                                                         0            N/A                            N/A
MD         No MI                                        100062500080637327            N/A                            N/A
UT         No MI                                        100062500080511241            N/A                            N/A
NV         No MI                                        100062500080678263            N/A                            N/A
FL         GE Capital MI                                                 0            N/A                            N/A
GA         No MI                                        100022100135828382            N/A                            N/A
GA         No MI                                        100022100133384883            N/A                            N/A
NC         No MI                                        100022100133332577            N/A                            N/A
GA         No MI                                        100022100135727220            N/A                            N/A
GA         No MI                                                         0            N/A                            N/A
NC         No MI                                                         0            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
NC         GE Capital MI                                100022100136352556            N/A                            N/A
NC         GE Capital MI                                                 0            N/A                            N/A
NC         No MI                                                         0            N/A                            N/A
GA         No MI                                        100022100135411155            N/A                            N/A
FL         No MI                                        100022100135817070            N/A                            N/A
GA         No MI                                        100022100135952364            N/A                            N/A
FL         No MI                                        100022100135278828            N/A                            N/A
GA         No MI                                        100022100135548030            N/A                            N/A
GA         No MI                                        100022100135036440            N/A                            N/A
GA         No MI                                                         0            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
FL         No MI                                        100022100136731650            N/A                            N/A
GA         No MI                                        100022100136983111            N/A                            N/A
SC         No MI                                                         0            N/A                            N/A
GA         GE Capital MI                                100022100137815213            N/A                            N/A
NC         No MI                                        100022100135482016            N/A                            N/A
GA         No MI                                                         0            N/A                            N/A
GA         No MI                                        100022100136818531            N/A                            N/A
FL         No MI                                        100022100136602794            N/A                            N/A
GA         No MI                                        100022100135679959            N/A                            N/A
GA         No MI                                        100022100138334214            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
GA         GE Capital MI                                100022100136351640            N/A                            N/A
GA         No MI                                        100022100135573277            N/A                            N/A
GA         No MI                                        100022100136688686            N/A                            N/A
GA         No MI                                        100022100135277424            N/A                            N/A
GA         No MI                                        100022100136985926            N/A                            N/A
FL         No MI                                        100022100137910907            N/A                            N/A
GA         No MI                                                         0            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
GA         No MI                                                         0            N/A                            N/A
NC         No MI                                                         0            N/A                            N/A
FL         No MI                                        100022100137105532            N/A                            N/A
NC         No MI                                        100022100136518156            N/A                            N/A
GA         Radian Guaranty                                               0            N/A                            N/A
FL         No MI                                        100022100135332864            N/A                            N/A
GA         No MI                                        100022100136504115            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
NY         No MI                                        100271100000150670            N/A                            N/A
VA         No MI                                        100271100000206407            N/A                            N/A
FL         No MI                                        100271100000226348            N/A                            N/A
FL         No MI                                        100153220601006171            N/A                            N/A
CA         No MI                                        100311300060006398            N/A                            N/A
CA         No MI                                        100022407897685771            N/A                            N/A
FL         No MI                                        100022407893412550            N/A                            N/A
NY         No MI                                        100022407896345385            N/A                            N/A
IN         No MI                                        100115600098680439            N/A                            N/A
OH         No MI                                        100115600099372440            N/A                            N/A
IN         No MI                                        100115600098679795            N/A                            N/A
OH         No MI                                        100115600053617202            N/A                            N/A
IN         No MI                                        100115600098680355            N/A                            N/A
IN         No MI                                        100115600098678961            N/A                            N/A
IN         No MI                                        100115600098679209            N/A                            N/A
IN         No MI                                        100115600098679530            N/A                            N/A
IN         No MI                                        100115600098679951            N/A                            N/A
IN         No MI                                        100115600098688119            N/A                            N/A
IN         No MI                                        100115600098681189            N/A                            N/A
IN         No MI                                        100115600098679043            N/A                            N/A
IN         No MI                                        100115600098678136            N/A                            N/A
OH         No MI                                                         0            N/A                            N/A
IN         No MI                                        100115600098681759            N/A                            N/A
IN         No MI                                        100115600098678219            N/A                            N/A
IN         No MI                                        100115600098680504            N/A                            N/A
IN         No MI                                        100115600098680272            N/A                            N/A
IN         No MI                                        100115600098681007            N/A                            N/A
IN         No MI                                        100115600098680843            N/A                            N/A
IN         No MI                                        100115600098679126            N/A                            N/A
IN         No MI                                        100115600098679381            N/A                            N/A
IN         No MI                                        100115600098677633            N/A                            N/A
IN         No MI                                        100115600098681676            N/A                            N/A
OH         No MI                                        100115600099427988            N/A                            N/A
IN         No MI                                        100115600098681262            N/A                            N/A
UT         No MI                                        100099210603210019            N/A                            N/A
UT         No MI                                        100099230604050024            N/A                            N/A
UT         No MI                                        100099230602170048            N/A                            N/A
UT         No MI                                        100099210601260024            N/A                            N/A
FL         No MI                                        100035010100445051            N/A                            N/A
MN         No MI                                        100431500000003893            N/A                            N/A
TX         No MI                                        100198900000049818            N/A                            N/A
TX         No MI                                        100198900000051368            N/A                            N/A
TX         No MI                                        100198900000051301            N/A                            N/A
TX         No MI                                        100198900000051087            N/A                            N/A
TN         No MI                                        100198900000050816            N/A                            N/A
TX         No MI                                        100198900000049875            N/A                            N/A
CA         No MI                                        100198900000046848            N/A                            N/A
TX         No MI                                        100198900000049578            N/A                            N/A
TX         No MI                                        100198900000048786            N/A                            N/A
MN         No MI                                        100198900000048273            N/A                            N/A
TX         No MI                                        100198900000050030            N/A                            N/A
AL         No MI                                        100198900000045667            N/A                            N/A
TX         No MI                                        100198900000053323            N/A                            N/A
TX         No MI                                        100198900000052457            N/A                            N/A
TX         No MI                                        100187100511312036            N/A                            N/A
CA         No MI                                                         0            N/A                            N/A
WA         No MI                                        100400200000035410            N/A                            N/A
NV         No MI                                        100400200000041558            N/A                            N/A
AZ         No MI                                        100199500138083991            N/A                            N/A
SC         No MI                                        100058310000714404            N/A                            N/A
GA         No MI                                        100058310000715807            N/A                            N/A
IL         Radian Guaranty                              100220710000114823            N/A                            N/A
WI         No MI                                        100220710000115069            N/A                            N/A
MN         No MI                                        100220710000115416            N/A                            N/A
WA         No MI                                        100016900075801291            N/A                            N/A
GA         No MI                                        100016900073812621            N/A                            N/A
TX         No MI                                        100016900061274016            N/A                            N/A
IL         No MI                                        100016900057751274            N/A                            N/A
WA         No MI                                        100016900075797259            N/A                            N/A
TX         No MI                                        100016900061011905            N/A                            N/A
TX         No MI                                        100016900059112921            N/A                            N/A
TX         No MI                                        100016900073596562            N/A                            N/A
WA         No MI                                        100016910000142729            N/A                            N/A
FL         No MI                                        100016900061520459            N/A                            N/A
WA         No MI                                        100016900075801861            N/A                            N/A
IL         No MI                                        100016900063319041            N/A                            N/A
TX         No MI                                        100016900061752771            N/A                            N/A
CO         No MI                                        100399600000116420            N/A                            N/A
WI         No MI                                        100399600000120547            N/A                            N/A
AZ         No MI                                        100399600000122691            N/A                            N/A
GA         No MI                                        100399600000119952            N/A                            N/A
MN         No MI                                        100399600000119986            N/A                            N/A
MN         No MI                                        100399600000115778            N/A                            N/A
MN         No MI                                        100399600000116594            N/A                            N/A
FL         No MI                                        100399600000120356            N/A                            N/A
MO         No MI                                        100399600000116321            N/A                            N/A
MN         No MI                                        100399600000119911            N/A                            N/A
MN         No MI                                        100399600000120448            N/A                            N/A
IL         PMI                                          100399600000115604            N/A                            N/A
MD         No MI                                        100399600000119531            N/A                            N/A
TX         No MI                                        100251800760321007            N/A                            N/A
TX         No MI                                        100251800000014040            N/A                            N/A
TX         No MI                                        100251800000013851            N/A                            N/A
TX         No MI                                        100251800000012002            N/A                            N/A
TX         No MI                                        100251800000014941            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
MD         No MI                                        100251800000015690            N/A                            N/A
TX         No MI                                        100251800000011624            N/A                            N/A
TX         No MI                                        100251800000016060            N/A                            N/A
TX         No MI                                        100251800000010857            N/A                            N/A
TX         No MI                                        100251800000014776            N/A                            N/A
TX         No MI                                        100251800000016672            N/A                            N/A
TX         No MI                                        100251800000010147            N/A                            N/A
TX         No MI                                        100251800510040006            N/A                            N/A
TX         No MI                                        100251800000012713            N/A                            N/A
TX         No MI                                                         0            N/A                            N/A
TX         No MI                                        100251800000015062            N/A                            N/A
TX         No MI                                                         0            N/A                            N/A
TX         No MI                                        100251800150816004            N/A                            N/A
TX         No MI                                        100251800000015419            N/A                            N/A
TX         No MI                                        100251800000009362            N/A                            N/A
TX         Republic MIC                                 100251800111602287            N/A                            N/A
NC         Republic MIC                                 100251800000005634            N/A                            N/A
NC         No MI                                        100251800000014800            N/A                            N/A
CO         No MI                                        100095301520001617            N/A                            N/A
CA         No MI                                        100095301526901448            N/A                            N/A
CO         No MI                                        100095301537500593            N/A                            N/A
MA         No MI                                        100034200057083721            N/A                            N/A
CA         No MI                                        100034200005440700            N/A                            N/A
NM         No MI                                        100034200057072443            N/A                            N/A
NM         No MI                                        100034200057117156            N/A                            N/A
NY         No MI                                        100034200005539600            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
NC         No MI                                        100034200005434950            N/A                            N/A
CA         No MI                                        100034200005533678            N/A                            N/A
FL         No MI                                        100034200005534726            N/A                            N/A
CA         No MI                                        100034200005541283            N/A                            N/A
ME         No MI                                        100034200005528173            N/A                            N/A
TX         No MI                                        100034200057057642            N/A                            N/A
CA         No MI                                        100034200057105441            N/A                            N/A
FL         No MI                                        100034200005534759            N/A                            N/A
WA         No MI                                        100034200057059812            N/A                            N/A
MA         No MI                                        100034200057134284            N/A                            N/A
FL         No MI                                        100034200005534684            N/A                            N/A
WA         No MI                                        100034200057059853            N/A                            N/A
ID         No MI                                        100034200057047940            N/A                            N/A
CA         No MI                                        100034200057067948            N/A                            N/A
GA         No MI                                        100148700000602157            N/A                            N/A
GA         No MI                                        100148700006010652            N/A                            N/A
NC         No MI                                        100148700006011361            N/A                            N/A
GA         No MI                                        100148700006011882            N/A                            N/A
GA         No MI                                        100148706011270009            N/A                            N/A
GA         No MI                                        100148706022200003            N/A                            N/A
GA         No MI                                        100148700006010579            N/A                            N/A
GA         No MI                                        100148700006020313            N/A                            N/A
GA         No MI                                        100148700006010348            N/A                            N/A
IL         No MI                                        100424906030028223            N/A                            N/A
MO         No MI                                        100424906040037602            N/A                            N/A
IN         No MI                                        100424906030030302            N/A                            N/A
IN         No MI                                        100424906030028629            N/A                            N/A
TX         No MI                                        100424906020024521            N/A                            N/A
FL         No MI                                        100424906020026559            N/A                            N/A
MI         No MI                                        100424906020026815            N/A                            N/A
TX         No MI                                        100424906020023887            N/A                            N/A
AR         No MI                                        100424906020023010            N/A                            N/A
MO         No MI                                        100424905120016361            N/A                            N/A
FL         No MI                                        100038500010131129            N/A                            N/A
FL         No MI                                        100038500010130535            N/A                            N/A
FL         No MI                                        100038500010135658            N/A                            N/A
FL         No MI                                        100038500010117128            N/A                            N/A
VA         No MI                                        100038500010126582            N/A                            N/A
FL         No MI                                        100038500010125980            N/A                            N/A
FL         No MI                                        100038500010129958            N/A                            N/A
FL         No MI                                        100038500010121542            N/A                            N/A
FL         No MI                                        100038500010122573            N/A                            N/A
IL         No MI                                        100038500010130824            N/A                            N/A
FL         No MI                                        100038500010126186            N/A                            N/A
FL         No MI                                        100038500010129081            N/A                            N/A
KY         No MI                                        100038500010127911            N/A                            N/A
FL         No MI                                        100038500010134073            N/A                            N/A
AL         No MI                                        100038500010135401            N/A                            N/A
IL         No MI                                        100038500010127309            N/A                            N/A
FL         No MI                                        100038500010130956            N/A                            N/A
TN         No MI                                        100083300000008948            N/A                            N/A
FL         No MI                                        100083300000007320            N/A                            N/A
GA         No MI                                        100083300000006702            N/A                            N/A
FL         No MI                                        100083300000006934            N/A                            N/A
OH         No MI                                        100083300000007726            N/A                            N/A
NJ         No MI                                                         0            N/A                            N/A
MI         No MI                                        100133001000545125            N/A                            N/A
MA         No MI                                        100209600002184939            N/A                            N/A
NV         No MI                                                         0            N/A                            N/A
NV         No MI                                        100096000060413054            N/A                            N/A
CA         No MI                                        100096000026008204            N/A                            N/A
NV         No MI                                        100096000060309021            N/A                            N/A
CT         No MI                                        100238508482053786            N/A                            N/A
RI         No MI                                        100238508482056110            N/A                            N/A
NH         No MI                                        100238508482058561            N/A                            N/A
CT         No MI                                        100238508482043802            N/A                            N/A
AR         No MI                                        100238400000469548            N/A                            N/A
OK         No MI                                        100238400000462980            N/A                            N/A
NC         No MI                                        100238400000469456            N/A                            N/A
AR         No MI                                                         0            N/A                            N/A
OK         No MI                                        100238400000462998            N/A                            N/A
TN         No MI                                        100238400000468334            N/A                            N/A
AR         No MI                                        100238400000469555            N/A                            N/A
NC         No MI                                        100238400000469472            N/A                            N/A
OK         No MI                                        100238400000463012            N/A                            N/A
NJ         No MI                                        100124100000021524            N/A                            N/A
NJ         No MI                                        100124100000021581            N/A                            N/A
CA         No MI                                        100146900008030730            N/A                            N/A
CA         No MI                                        100146900008029500            N/A                            N/A
CA         No MI                                        100151800206030056            N/A                            N/A
CA         No MI                                        100385700009175975            N/A                            N/A
NV         United Guaranty                              100431900103466064            N/A                            N/A
CT         No MI                                                         0            N/A                            N/A
NC         No MI                                        100431900103563852            N/A                            N/A
NC         No MI                                        100431900103560387            N/A                            N/A
WA         No MI                                        100431900103528178            N/A                            N/A
GA         No MI                                        100431900103357669            N/A                            N/A
TX         No MI                                        100431900103521140            N/A                            N/A
AZ         No MI                                        100431900103482939            N/A                            N/A
TX         No MI                                        100431900103447965            N/A                            N/A
AZ         No MI                                        100431900103589360            N/A                            N/A
CA         No MI                                                         0            N/A                            N/A
WA         No MI                                        100431900103595334            N/A                            N/A
NC         No MI                                        100431900103583843            N/A                            N/A
CA         No MI                                        100431900103445688            N/A                            N/A
SC         No MI                                        100431900103564173            N/A                            N/A
CO         No MI                                        100431900103523740            N/A                            N/A
FL         No MI                                        100431900103589980            N/A                            N/A
OH         No MI                                        100431900103197776            N/A                            N/A
MD         No MI                                        100431900103491740            N/A                            N/A
AZ         No MI                                        100431900103481881            N/A                            N/A
CT         No MI                                        100431900103345557            N/A                            N/A
CA         No MI                                        100431900103513840            N/A                            N/A
CT         No MI                                        100431900103244685            N/A                            N/A
CA         No MI                                        100431900103618292            N/A                            N/A
TX         No MI                                        100431900103523278            N/A                            N/A
GA         No MI                                        100431900103605182            N/A                            N/A
CO         No MI                                        100431900103530513            N/A                            N/A
CA         No MI                                        100431900103317895            N/A                            N/A
TX         No MI                                        100431900103365670            N/A                            N/A
WA         No MI                                        100431900103616593            N/A                            N/A
CA         No MI                                        100431900103591788            N/A                            N/A
CO         No MI                                        100431900103458053            N/A                            N/A
IL         No MI                                        100431900103477434            N/A                            N/A
SC         No MI                                        100431900103557342            N/A                            N/A
TX         No MI                                        100020700194378708            N/A                            N/A
GA         No MI                                        100020700194436886            N/A                            N/A
GA         No MI                                        100020700194563424            N/A                            N/A
AL         Republic MIC                                 100020700194615406            N/A                            N/A
GA         No MI                                        100020700194436134            N/A                            N/A
TX         No MI                                        100020700194421367            N/A                            N/A
NV         No MI                                        100020700194398508            N/A                            N/A
TX         No MI                                        100020700194502463            N/A                            N/A
GA         No MI                                        100020700194694549            N/A                            N/A
TX         No MI                                        100020700194512777            N/A                            N/A
TX         No MI                                        100020700194350152            N/A                            N/A
TX         No MI                                        100020700194486121            N/A                            N/A
TN         No MI                                        100020700190825280            N/A                            N/A
VA         No MI                                        100020700194328711            N/A                            N/A
AL         No MI                                        100020700194578117            N/A                            N/A
AL         Mortgage Guaranty In                         100020700194440094            N/A                            N/A
TX         No MI                                                         0            N/A                            N/A
TX         No MI                                        100020700194687504            N/A                            N/A
CO         No MI                                        100225605811100398            N/A                            N/A
CO         No MI                                        100225600520160353            N/A                            N/A
NV         No MI                                        100161200000255611            N/A                            N/A
TX         No MI                                        100149500055594187            N/A                            N/A
TX         No MI                                        100149500055591944            N/A                            N/A
NJ         No MI                                        100027605080905105            N/A                            N/A
MD         No MI                                        100027605061612480            N/A                            N/A
VA         No MI                                        100027605062822500            N/A                            N/A
MD         No MI                                        100027605070603447            N/A                            N/A
MD         No MI                                        100027605120502730            N/A                            N/A
VA         No MI                                        100027005092813255            N/A                            N/A
MD         No MI                                        100027605080302212            N/A                            N/A
MD         No MI                                        100027605102111252            N/A                            N/A
NC         No MI                                        100027606010602325            N/A                            N/A
PA         No MI                                        100027605062923647            N/A                            N/A
NJ         No MI                                        100027605110704189            N/A                            N/A
NJ         No MI                                        100027606020201274            N/A                            N/A
MD         No MI                                        100027605020301811            N/A                            N/A
SC         No MI                                        100027605100603086            N/A                            N/A
MD         No MI                                        100027606032114226            N/A                            N/A
NJ         No MI                                        100027605083014707            N/A                            N/A
MD         No MI                                        100027605122917449            N/A                            N/A
NJ         No MI                                        100027606020201530            N/A                            N/A
SC         No MI                                        100027605121911385            N/A                            N/A
MD         No MI                                        100027605122816492            N/A                            N/A
PA         No MI                                        100027605120906329            N/A                            N/A
TN         No MI                                        100134600206040390            N/A                            N/A
GA         No MI                                        100134600206011250            N/A                            N/A
FL         No MI                                        100134600206030995            N/A                            N/A
FL         No MI                                        100134600206031506            N/A                            N/A
GA         No MI                                        100134600206040697            N/A                            N/A
GA         No MI                                        100134600206030680            N/A                            N/A
CA         No MI                                        100121700060203624            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
SC         No MI                                        100022100135234771            N/A                            N/A
AZ         No MI                                        100188601000111838            N/A                            N/A
AZ         No MI                                        100188601000108768            N/A                            N/A
AZ         No MI                                        100188601000116290            N/A                            N/A
AZ         No MI                                        100188601000114691            N/A                            N/A
AZ         No MI                                        100188601000116282            N/A                            N/A
FL         No MI                                        100100300000195843            N/A                            N/A
PA         No MI                                        100129200060001047            N/A                            N/A
PA         Republic MIC                                 100129200123060485            N/A                            N/A
PA         No MI                                        100129200060002094            N/A                            N/A
GA         No MI                                        100032100001009883            N/A                            N/A
GA         No MI                                        100032100001011707            N/A                            N/A
GA         No MI                                        100032100001004017            N/A                            N/A
GA         No MI                                        100032100001004314            N/A                            N/A
GA         No MI                                        100032100001009727            N/A                            N/A
GA         No MI                                        100032100001014164            N/A                            N/A
GA         No MI                                        100032100001002862            N/A                            N/A
GA         No MI                                        100032100001004819            N/A                            N/A
GA         No MI                                        100032100000622421            N/A                            N/A
GA         No MI                                        100032100001003019            N/A                            N/A
GA         No MI                                        100032100001018694            N/A                            N/A
GA         No MI                                        100032100001005980            N/A                            N/A
GA         No MI                                        100032100001015617            N/A                            N/A
GA         No MI                                        100032100000617397            N/A                            N/A
GA         No MI                                        100032100000608305            N/A                            N/A
GA         No MI                                        100032100001007325            N/A                            N/A
GA         No MI                                                         0            N/A                            N/A
GA         No MI                                        100032100001010063            N/A                            N/A
GA         No MI                                        100032100001006095            N/A                            N/A
GA         No MI                                        100032100001013190            N/A                            N/A
GA         No MI                                        100032100000619575            N/A                            N/A
GA         No MI                                        100032100001011905            N/A                            N/A
GA         No MI                                        100032100001001914            N/A                            N/A
GA         No MI                                        100032100001018025            N/A                            N/A
GA         No MI                                        100032100001001591            N/A                            N/A
GA         No MI                                        100032100001009552            N/A                            N/A
GA         No MI                                        100032100001011731            N/A                            N/A
GA         No MI                                        100032100001016532            N/A                            N/A
GA         No MI                                        100032100001001807            N/A                            N/A
GA         No MI                                        100032100001001799            N/A                            N/A
GA         No MI                                        100032100001017415            N/A                            N/A
GA         No MI                                                         0            N/A                            N/A
GA         No MI                                        100032100001009677            N/A                            N/A
GA         No MI                                        100032100001019320            N/A                            N/A
GA         No MI                                        100032100001012424            N/A                            N/A
GA         No MI                                        100032100001008935            N/A                            N/A
GA         No MI                                        100032100001016912            N/A                            N/A
GA         No MI                                        100032100000612497            N/A                            N/A
GA         No MI                                        100032100001015245            N/A                            N/A
NC         No MI                                        100032100001015724            N/A                            N/A
GA         No MI                                        100032100001016896            N/A                            N/A
GA         No MI                                                         0            N/A                            N/A
GA         No MI                                        100032100000545762            N/A                            N/A
GA         No MI                                        100032100001014131            N/A                            N/A
GA         No MI                                        100032100001010253            N/A                            N/A
GA         No MI                                        100032100001017399            N/A                            N/A
GA         No MI                                        100032100000601896            N/A                            N/A
GA         No MI                                        100032100001009537            N/A                            N/A
GA         No MI                                        100032100001005105            N/A                            N/A
GA         No MI                                        100032100001002474            N/A                            N/A
GA         No MI                                        100032100001015690            N/A                            N/A
GA         No MI                                        100032100001013372            N/A                            N/A
GA         No MI                                        100032100001015609            N/A                            N/A
GA         No MI                                        100032100001002854            N/A                            N/A
GA         No MI                                        100032100001008836            N/A                            N/A
GA         No MI                                        100032100001017860            N/A                            N/A
GA         No MI                                        100032100001005998            N/A                            N/A
GA         No MI                                        100032100001017886            N/A                            N/A
GA         No MI                                        100032100001015997            N/A                            N/A
GA         No MI                                        100032100001019213            N/A                            N/A
GA         No MI                                        100032100001009461            N/A                            N/A
GA         No MI                                        100032100001016557            N/A                            N/A
GA         No MI                                        100032100000612612            N/A                            N/A
GA         No MI                                        100032100001013430            N/A                            N/A
GA         No MI                                        100032100001014602            N/A                            N/A
GA         No MI                                        100032100001014123            N/A                            N/A
GA         No MI                                                         0            N/A                            N/A
NC         No MI                                        100032100001008349            N/A                            N/A
FL         No MI                                        100032100001010600            N/A                            N/A
GA         No MI                                        100032100001014412            N/A                            N/A
GA         No MI                                        100032100001013091            N/A                            N/A
NC         No MI                                        100032100001015047            N/A                            N/A
GA         No MI                                        100032100001017597            N/A                            N/A
IL         No MI                                        100086600360034666            N/A                            N/A
CA         No MI                                        100086600100108010            N/A                            N/A
HI         No MI                                        100086600193001593            N/A                            N/A
CA         No MI                                        100086600111034106            N/A                            N/A
CO         No MI                                        100086600211023587            N/A                            N/A
CA         No MI                                        100086600210061380            N/A                            N/A
FL         No MI                                        100086600211021151            N/A                            N/A
CA         No MI                                        100086600198000475            N/A                            N/A
CA         No MI                                        100086600100107376            N/A                            N/A
RI         No MI                                        100086600526041217            N/A                            N/A
MI         No MI                                        100065000410467096            N/A                            N/A
TX         No MI                                        100404400000014433            N/A                            N/A
MO         No MI                                                         0            N/A                            N/A
TX         No MI                                                         0            N/A                            N/A
TX         No MI                                        100404400000002563            N/A                            N/A
IL         No MI                                        100404400000034829            N/A                            N/A
TX         No MI                                        100104400000025900            N/A                            N/A
IL         No MI                                        100404400000016289            N/A                            N/A
OR         No MI                                        100404400000022485            N/A                            N/A
TX         No MI                                        100404400000032716            N/A                            N/A
TX         No MI                                        100404400000023137            N/A                            N/A
AZ         No MI                                        100404400000037400            N/A                            N/A
OK         No MI                                        100404400000025637            N/A                            N/A
AZ         No MI                                        100404400000027898            N/A                            N/A
TX         No MI                                        100404400000033938            N/A                            N/A
TX         No MI                                        100404400000003458            N/A                            N/A
TX         No MI                                        100404400000023871            N/A                            N/A
TX         No MI                                        100404400000029019            N/A                            N/A
TX         No MI                                        100404400000034274            N/A                            N/A
NV         No MI                                        100145900029081119            N/A                            N/A
CA         No MI                                        100145900029087181            N/A                            N/A
GA         No MI                                        100229330000114847            N/A                            N/A
GA         No MI                                        100229330000119275            N/A                            N/A
FL         No MI                                        100229330000126239            N/A                            N/A
GA         No MI                                        100229330000121503            N/A                            N/A
FL         No MI                                        100229330000115851            N/A                            N/A
GA         No MI                                        100229330000114912            N/A                            N/A
TN         No MI                                        100229330000128375            N/A                            N/A
GA         No MI                                        100229330000133060            N/A                            N/A
GA         No MI                                        100229330000129662            N/A                            N/A
GA         No MI                                        100229330000123442            N/A                            N/A
GA         No MI                                        100229330000129001            N/A                            N/A
GA         No MI                                        100229330000138747            N/A                            N/A
GA         No MI                                        100229330000125785            N/A                            N/A
GA         No MI                                        100229330000099188            N/A                            N/A
AL         No MI                                        100229330000115703            N/A                            N/A
GA         No MI                                        100229330000114235            N/A                            N/A
GA         No MI                                        100229330000128029            N/A                            N/A
TN         No MI                                        100229330000134357            N/A                            N/A
GA         No MI                                        100229330000130991            N/A                            N/A
GA         No MI                                        100229330000114789            N/A                            N/A
IN         No MI                                        100229330000115174            N/A                            N/A
GA         No MI                                        100229330000130900            N/A                            N/A
GA         No MI                                        100229330000025654            N/A                            N/A
VA         No MI                                        100229330000132104            N/A                            N/A
GA         No MI                                        100229330000133995            N/A                            N/A
OH         No MI                                        100146401720000291            N/A                            N/A
TX         No MI                                        100053620101012002            N/A                            N/A
TX         No MI                                        100053620011092458            N/A                            N/A
TX         No MI                                        100053630681013395            N/A                            N/A
TX         No MI                                        100053630681013379            N/A                            N/A
TX         No MI                                        100053630291006250            N/A                            N/A
TX         No MI                                        100053620011092490            N/A                            N/A
MO         No MI                                        100053620081020934            N/A                            N/A
TX         No MI                                        100053630191010741            N/A                            N/A
TX         No MI                                        100053630061079552            N/A                            N/A
TX         No MI                                        100053620011089512            N/A                            N/A
TX         No MI                                        100053620171000333            N/A                            N/A
TX         No MI                                        100053630681013353            N/A                            N/A
TX         No MI                                        100053630681013429            N/A                            N/A
TX         No MI                                        100053620011091716            N/A                            N/A
TX         No MI                                        100053620011092466            N/A                            N/A
TX         No MI                                        100053630719101733            N/A                            N/A
TX         No MI                                        100053620031045916            N/A                            N/A
TX         No MI                                        100053620101013141            N/A                            N/A
TX         No MI                                        100053620171000580            N/A                            N/A
LA         No MI                                        100053630241007937            N/A                            N/A
TX         No MI                                        100053630681013437            N/A                            N/A
CA         No MI                                        100171906040018953            N/A                            N/A
AZ         No MI                                        100171906040019399            N/A                            N/A
IL         No MI                                        100113200137338867            N/A                            N/A
IL         No MI                                        100113200137346035            N/A                            N/A
IN         No MI                                        100113200132528389            N/A                            N/A
FL         No MI                                        100057400002532804            N/A                            N/A
GA         No MI                                        100057400002539817            N/A                            N/A
GA         No MI                                        100057400002719815            N/A                            N/A
GA         No MI                                        100057400002758581            N/A                            N/A
VA         No MI                                        100057400002704023            N/A                            N/A
AZ         No MI                                        100057400002713297            N/A                            N/A
MI         No MI                                        100057400002346817            N/A                            N/A
GA         No MI                                        100057400002258236            N/A                            N/A
NV         No MI                                        100057400002765396            N/A                            N/A
NC         No MI                                        100057400002682997            N/A                            N/A
FL         No MI                                        100057400002734814            N/A                            N/A
VA         No MI                                        100057400002719690            N/A                            N/A
AZ         No MI                                        100057400002739250            N/A                            N/A
VA         No MI                                        100057400002765669            N/A                            N/A
NM         No MI                                        100057400002598409            N/A                            N/A
AZ         GE Capital MI                                100057400002133652            N/A                            N/A
PA         No MI                                        100057400002666651            N/A                            N/A
AZ         No MI                                        100057400002732727            N/A                            N/A
NV         No MI                                        100057400002430637            N/A                            N/A
FL         No MI                                        100057400002505768            N/A                            N/A
FL         No MI                                        100057400002778068            N/A                            N/A
AZ         No MI                                        100057400002428102            N/A                            N/A
NV         No MI                                        100057400002440859            N/A                            N/A
AZ         No MI                                        400057400002679175            N/A                            N/A
FL         No MI                                        100057400002643221            N/A                            N/A
MI         No MI                                        100057400002440016            N/A                            N/A
CA         No MI                                        100057400002767541            N/A                            N/A
FL         No MI                                        100057400002666321            N/A                            N/A
FL         GE Capital MI                                100057400002339036            N/A                            N/A
FL         No MI                                        100057400002722066            N/A                            N/A
IL         No MI                                        100057400002719310            N/A                            N/A
FL         No MI                                        100057400002518985            N/A                            N/A
CA         No MI                                        100057400002543124            N/A                            N/A
CA         No MI                                        100057400002595496            N/A                            N/A
NV         No MI                                        100057400002657379            N/A                            N/A
CO         No MI                                        100057400002530279            N/A                            N/A
IL         No MI                                        100057400002383471            N/A                            N/A
FL         No MI                                        100057400002536235            N/A                            N/A
OH         No MI                                        100057400002672154            N/A                            N/A
UT         No MI                                        100124700070128800            N/A                            N/A
UT         No MI                                        100124700070122027            N/A                            N/A
CO         No MI                                        100124700070142157            N/A                            N/A
UT         No MI                                        100124700070031319            N/A                            N/A
CO         No MI                                        100124700070120641            N/A                            N/A
UT         No MI                                                         0            N/A                            N/A
CO         No MI                                        100124700070131821            N/A                            N/A
CO         No MI                                        100124700070123165            N/A                            N/A
CO         No MI                                        100124700070139864            N/A                            N/A
CO         No MI                                                         0            N/A                            N/A
CO         No MI                                        100124700070127422            N/A                            N/A
CO         No MI                                        100124700070116078            N/A                            N/A
UT         No MI                                        100124700070129980            N/A                            N/A
CO         No MI                                        100124700070141399            N/A                            N/A
UT         No MI                                        100124700070130939            N/A                            N/A
UT         No MI                                        100124700070118330            N/A                            N/A
CO         No MI                                        100124700070128990            N/A                            N/A
UT         No MI                                        100124700070120336            N/A                            N/A
CO         No MI                                        100124700070121847            N/A                            N/A
CO         GE Capital MI                                100124700070127091            N/A                            N/A
CO         No MI                                        100124700070136415            N/A                            N/A
CO         No MI                                        100124700070134659            N/A                            N/A
NV         No MI                                        100124700070124148            N/A                            N/A
NV         No MI                                        100125300029356864            N/A                            N/A
CA         No MI                                        100114700000231742            N/A                            N/A
CA         No MI                                        100114700000229084            N/A                            N/A
CA         No MI                                        100114700000023209            N/A                            N/A
CA         No MI                                                         0            N/A                            N/A
TX         No MI                                        100068300111558020            N/A                            N/A
NV         No MI                                        100137306030023258            N/A                            N/A
NV         No MI                                        100137306030023209            N/A                            N/A
NV         No MI                                        100137366040023819            N/A                            N/A
NV         No MI                                        100137306030022573            N/A                            N/A
RI         No MI                                        100094600000419533            N/A                            N/A
MI         No MI                                        100094600000421364            N/A                            N/A
IN         No MI                                        100094600000419020            N/A                            N/A
MA         No MI                                        100094600000427072            N/A                            N/A
CT         No MI                                        100094600000425811            N/A                            N/A
IN         No MI                                        100094600000422099            N/A                            N/A
NH         No MI                                        100094600000422511            N/A                            N/A
MA         No MI                                        100022100133165423            N/A                            N/A
CT         No MI                                        100094600000409716            N/A                            N/A
NH         No MI                                        100094600000422412            N/A                            N/A
RI         No MI                                        100094600000424640            N/A                            N/A
MA         No MI                                        100094600000410680            N/A                            N/A
MA         No MI                                        100022100136477064            N/A                            N/A
MI         No MI                                        100094600000418287            N/A                            N/A
MA         No MI                                        100094600000421380            N/A                            N/A
NH         No MI                                        100094600000426777            N/A                            N/A
CA         No MI                                        100063100074192550            N/A                            N/A
FL         No MI                                        100265600005025346            N/A                            N/A
FL         No MI                                        100265600005013458            N/A                            N/A
TX         No MI                                        100265600005015404            N/A                            N/A
MS         No MI                                        100265600005014407            N/A                            N/A
IN         No MI                                        100265600005020198            N/A                            N/A
OK         No MI                                        100265600004286733            N/A                            N/A
TX         No MI                                        100265600005015826            N/A                            N/A
IN         No MI                                        100265600005015586            N/A                            N/A
TX         No MI                                        100265600005016089            N/A                            N/A
OH         No MI                                        100265600004816554            N/A                            N/A
OK         No MI                                        100265600005008201            N/A                            N/A
TX         No MI                                        100265600005035204            N/A                            N/A
FL         No MI                                               10025043257            N/A                            N/A
OK         No MI                                        100265600004819533            N/A                            N/A
WY         No MI                                        100265600005016709            N/A                            N/A
UT         No MI                                        100031700003366537            N/A                            N/A
UT         No MI                                        100031700003360548            N/A                            N/A
CA         No MI                                        100031700003366081            N/A                            N/A
TX         No MI                                        100031700003351612            N/A                            N/A
AZ         No MI                                        100031700003361744            N/A                            N/A
TX         No MI                                        100031700003343270            N/A                            N/A
UT         No MI                                        100031700003361132            N/A                            N/A
FL         No MI                                        100031700003365620            N/A                            N/A
CO         No MI                                        100031700003352644            N/A                            N/A
FL         No MI                                        100031700003344807            N/A                            N/A
UT         No MI                                        100031700003357874            N/A                            N/A
FL         No MI                                        100031700003369002            N/A                            N/A
CA         No MI                                        100031700003384191            N/A                            N/A
CA         No MI                                        100031700003355621            N/A                            N/A
TX         No MI                                        100031700003351646            N/A                            N/A
NC         No MI                                        100047132160100594            N/A                            N/A
CO         No MI                                        100047152206005433            N/A                            N/A
NV         No MI                                        100047152260300761            N/A                            N/A
TX         No MI                                        100047152206008569            N/A                            N/A
TN         No MI                                                         0            N/A                            N/A
AZ         No MI                                        100047131450600628            N/A                            N/A
TX         No MI                                        100047152205008008            N/A                            N/A
AZ         No MI                                        100047131460100494            N/A                            N/A
CA         No MI                                        100047152206007090            N/A                            N/A
IL         Mortgage Guaranty In                         100032415060077880            N/A                            N/A
NV         No MI                                        100163110115959841            N/A                            N/A
NV         No MI                                        100163110000975449            N/A                            N/A
VA         No MI                                        100078200000202532            N/A                            N/A
VA         No MI                                                         0            N/A                            N/A
VA         No MI                                                         0            N/A                            N/A
VA         No MI                                        100078200000200924            N/A                            N/A
VA         No MI                                        100078200000201104            N/A                            N/A
MD         No MI                                        100078200000202722            N/A                            N/A
MD         No MI                                        100078200000205279            N/A                            N/A
VA         No MI                                        100078200000204728            N/A                            N/A
VA         No MI                                        100078200000203704            N/A                            N/A
VA         No MI                                        100078200000203670            N/A                            N/A
VA         No MI                                        100078200000202037            N/A                            N/A
VA         No MI                                        100078500000202656            N/A                            N/A
GA         No MI                                        100135813080041660            N/A                            N/A
GA         No MI                                        100135813270000914            N/A                            N/A
NJ         No MI                                        100135811010032940            N/A                            N/A
CA         No MI                                        100135813100123548            N/A                            N/A
NJ         No MI                                        100135811010031751            N/A                            N/A
NV         No MI                                        100194924106026286            N/A                            N/A
NV         No MI                                        100194924150415524            N/A                            N/A
NV         No MI                                        100194924106029866            N/A                            N/A
CA         No MI                                        100194924106020451            N/A                            N/A
AZ         No MI                                        100194972106027281            N/A                            N/A
NV         No MI                                        100194924106024578            N/A                            N/A
NV         No MI                                        100194924106026821            N/A                            N/A
NV         No MI                                        100194924106018364            N/A                            N/A
AZ         No MI                                        100194972106024544            N/A                            N/A
NV         No MI                                        100194924106022481            N/A                            N/A
AZ         No MI                                        100194972106026176            N/A                            N/A
NV         No MI                                        100194924106021426            N/A                            N/A
NV         No MI                                        100194924106026961            N/A                            N/A
CA         No MI                                        100221000000023144            N/A                            N/A
IL         No MI                                        100173250020072062            N/A                            N/A
FL         No MI                                        100173250020045175            N/A                            N/A
OR         No MI                                        100173250010042786            N/A                            N/A
AZ         No MI                                        100173202000016114            N/A                            N/A
LA         No MI                                        100173250020060224            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
MN         No MI                                        100173250020052288            N/A                            N/A
NV         No MI                                        100173250020064036            N/A                            N/A
MN         No MI                                        100173250010040897            N/A                            N/A
MD         No MI                                                         0            N/A                            N/A
AZ         No MI                                        100070706030085307            N/A                            N/A
AZ         No MI                                        100070706030083518            N/A                            N/A
AZ         No MI                                        100070706050089619            N/A                            N/A
AZ         No MI                                        100070706040086519            N/A                            N/A
AZ         No MI                                        100070706030085455            N/A                            N/A
AZ         No MI                                        100070706040087053            N/A                            N/A
AZ         No MI                                        100070706030084953            N/A                            N/A
AZ         No MI                                        100070706030083724            N/A                            N/A
AZ         No MI                                        100070706030084359            N/A                            N/A
AZ         No MI                                        100070706020082702            N/A                            N/A
AZ         No MI                                        100070706040086956            N/A                            N/A
FL         No MI                                        100274130912169531            N/A                            N/A
GA         No MI                                        100065500000237387            N/A                            N/A
GA         No MI                                        100065500000237403            N/A                            N/A
SC         No MI                                                         0            N/A                            N/A
GA         No MI                                        100065500000242114            N/A                            N/A
GA         No MI                                        100065500000237288            N/A                            N/A
GA         No MI                                        100065500000239433            N/A                            N/A
GA         No MI                                        100065500000237395            N/A                            N/A
GA         No MI                                        100065500000240803            N/A                            N/A
GA         No MI                                        100065500000242825            N/A                            N/A
GA         No MI                                                         0            N/A                            N/A
GA         No MI                                        100065500000237411            N/A                            N/A
GA         No MI                                        100065500000232750            N/A                            N/A
GA         No MI                                        100065500000240019            N/A                            N/A
GA         No MI                                        100065500000239011            N/A                            N/A
GA         No MI                                        100065500000244151            N/A                            N/A
FL         No MI                                        100065500000245349            N/A                            N/A
GA         No MI                                        100065500000235076            N/A                            N/A
GA         No MI                                        100065500000237338            N/A                            N/A
GA         No MI                                        100065500000237296            N/A                            N/A
NC         No MI                                        100065500000240894            N/A                            N/A
GA         No MI                                        100065500000244011            N/A                            N/A
IN         No MI                                        100307100000152260            N/A                            N/A
TX         No MI                                        100307100000146841            N/A                            N/A
TX         No MI                                        100307100000151247            N/A                            N/A
TX         No MI                                        100307100000148953            N/A                            N/A
TX         No MI                                        100307100000148995            N/A                            N/A
TX         No MI                                        100307100000152815            N/A                            N/A
TX         No MI                                        100307100000154308            N/A                            N/A
TX         No MI                                        100307100000150942            N/A                            N/A
TX         No MI                                        100307100000147138            N/A                            N/A
TX         No MI                                        100307100000154720            N/A                            N/A
GA         No MI                                        100085600023364287            N/A                            N/A
GA         No MI                                        M10008560002292800            N/A                            N/A
GA         No MI                                        100085600023448510            N/A                            N/A
AL         No MI                                        M10008560002291700            N/A                            N/A
TN         No MI                                        M10008560002306500            N/A                            N/A
GA         No MI                                        M10008560002215400            N/A                            N/A
GA         Radian Guaranty                              M10008560002313100            N/A                            N/A
AL         No MI                                        M10008560002323100            N/A                            N/A
AL         No MI                                        M10008560060001200            N/A                            N/A
GA         No MI                                        100085600023524906            N/A                            N/A
GA         No MI                                        100085600023371787            N/A                            N/A
GA         No MI                                        100085600023477220            N/A                            N/A
SC         No MI                                        100085600023247474            N/A                            N/A
AL         No MI                                        M10008560002246100            N/A                            N/A
TN         No MI                                        100085600023450151            N/A                            N/A
AL         No MI                                        100085600022842713            N/A                            N/A
GA         No MI                                        100085600023539698            N/A                            N/A
GA         No MI                                        M10008560002316200            N/A                            N/A
TX         No MI                                        100305900012311651            N/A                            N/A
GA         No MI                                        100063700002728175            N/A                            N/A
MI         No MI                                        100063700002732417            N/A                            N/A
MI         No MI                                                         0            N/A                            N/A
MI         No MI                                        100063700002729355            N/A                            N/A
MI         No MI                                        100063700002731880            N/A                            N/A
MI         No MI                                        100063700002723812            N/A                            N/A
MI         No MI                                        100063700002723887            N/A                            N/A
MI         No MI                                        100063700002730544            N/A                            N/A
GA         No MI                                        100354450140102812            N/A                            N/A
PA         No MI                                        100076500000183224            N/A                            N/A
PA         No MI                                        100076500000987977            N/A                            N/A
NJ         No MI                                        100076500001191564            N/A                            N/A
PA         No MI                                        100076500000937314            N/A                            N/A
PA         No MI                                        100076500000944872            N/A                            N/A
PA         No MI                                        100076500000991071            N/A                            N/A
PA         No MI                                        100076500001186689            N/A                            N/A
DE         No MI                                        100076500000191367            N/A                            N/A
PA         No MI                                        100076500000937942            N/A                            N/A
PA         No MI                                        100076500000182242            N/A                            N/A
NJ         No MI                                        100076500000938650            N/A                            N/A
NJ         No MI                                        100076500000186466            N/A                            N/A
PA         No MI                                        100076500000187563            N/A                            N/A
NJ         No MI                                        100076500000935094            N/A                            N/A
DE         No MI                                        100076500000912937            N/A                            N/A
NJ         No MI                                        100076500000909503            N/A                            N/A
PA         No MI                                        100076500000932455            N/A                            N/A
PA         No MI                                        100076500000947396            N/A                            N/A
PA         No MI                                        100076500000945606            N/A                            N/A
NJ         No MI                                        100076500000921128            N/A                            N/A
PA         No MI                                        100076500000188256            N/A                            N/A
NJ         No MI                                        100076500000188298            N/A                            N/A
PA         No MI                                        100076500000927364            N/A                            N/A
PA         No MI                                        100076500000988366            N/A                            N/A
PA         No MI                                                         0            N/A                            N/A
NJ         No MI                                        100076500000931572            N/A                            N/A
PA         No MI                                        100076500000920377            N/A                            N/A
NJ         No MI                                        100076500001001326            N/A                            N/A
NJ         No MI                                        100076500000943361            N/A                            N/A
PA         Republic MIC                                 100076500000192472            N/A                            N/A
NJ         No MI                                        100076500000937009            N/A                            N/A
PA         No MI                                        100076500000928305            N/A                            N/A
NJ         No MI                                        100076500000946877            N/A                            N/A
PA         No MI                                        100076500000946265            N/A                            N/A
PA         No MI                                        100076500000994497            N/A                            N/A
PA         No MI                                        100076500000985982            N/A                            N/A
PA         No MI                                        100076500000183349            N/A                            N/A
DE         No MI                                        100076500000184263            N/A                            N/A
PA         No MI                                        100076500000196036            N/A                            N/A
NJ         No MI                                        100076500000188918            N/A                            N/A
PA         No MI                                        100076500000197505            N/A                            N/A
NE         No MI                                        100077430500751099            N/A                            N/A
NE         No MI                                        100077430500755306            N/A                            N/A
NE         No MI                                        100077430500755041            N/A                            N/A
NE         No MI                                        100077430500755363            N/A                            N/A
NE         No MI                                        100077430500751149            N/A                            N/A
NE         No MI                                        100077430500755421            N/A                            N/A
CA         No MI                                        100184750602070001            N/A                            N/A
WI         No MI                                        100272406032388892            N/A                            N/A
MN         No MI                                        100272406041795855            N/A                            N/A
MD         No MI                                        100293000136899717            N/A                            N/A
FL         No MI                                        100293000136875790            N/A                            N/A
VA         No MI                                        100293000135607764            N/A                            N/A
FL         No MI                                        100293000136890542            N/A                            N/A
IA         No MI                                        100293000137314195            N/A                            N/A
GA         No MI                                        100293000135206146            N/A                            N/A
IA         No MI                                        100293000152378299            N/A                            N/A
VA         No MI                                        100293000135447542            N/A                            N/A
VA         No MI                                        100293000135610974            N/A                            N/A
GA         No MI                                        100293000136559725            N/A                            N/A
GA         No MI                                        100293000152539098            N/A                            N/A
DC         PMI                                          100293000134981343            N/A                            N/A
VA         No MI                                        100293000137348193            N/A                            N/A
GA         No MI                                        100293000138132091            N/A                            N/A
MD         No MI                                        100293000134414568            N/A                            N/A
GA         No MI                                        100293000133498810            N/A                            N/A
FL         No MI                                        100293000134814940            N/A                            N/A
IA         No MI                                                         0            N/A                            N/A
VA         No MI                                        100293000000581623            N/A                            N/A
IA         No MI                                        100293000135193195            N/A                            N/A
VA         No MI                                        100293000136408592            N/A                            N/A
MD         No MI                                        100289400000040545            N/A                            N/A
DC         No MI                                        100289400000041048            N/A                            N/A
VA         No MI                                        100289400000038192            N/A                            N/A
NJ         No MI                                        100212001000231498            N/A                            N/A
NJ         No MI                                                         0            N/A                            N/A
NJ         No MI                                                         0            N/A                            N/A
CO         No MI                                        100034683320100978            N/A                            N/A
TX         No MI                                        100034673335107183            N/A                            N/A
CO         No MI                                        100034683320100986            N/A                            N/A
CA         No MI                                        100034673310181609            N/A                            N/A
TX         No MI                                        100034683335100336            N/A                            N/A
CA         No MI                                        100034683310100988            N/A                            N/A
IL         No MI                                        100031205407373915            N/A                            N/A
MO         No MI                                        100031231107349476            N/A                            N/A
KS         No MI                                        100031230107299442            N/A                            N/A
OK         No MI                                        100031231107395024            N/A                            N/A
IN         No MI                                        100031205707328106            N/A                            N/A
TN         No MI                                        100031230707291153            N/A                            N/A
MN         No MI                                        100031204107317215            N/A                            N/A
FL         No MI                                        100031204607391868            N/A                            N/A
MO         No MI                                        100031231707354272            N/A                            N/A
KS         No MI                                        100031231707342822            N/A                            N/A
KS         No MI                                        100031230107299574            N/A                            N/A
KS         No MI                                        100031230107299418            N/A                            N/A
NC         No MI                                        100031209807292089            N/A                            N/A
MO         No MI                                        100031231707397222            N/A                            N/A
OH         No MI                                        100031230707394783            N/A                            N/A
MI         No MI                                        100031231107377295            N/A                            N/A
NC         No MI                                        100031209807291792            N/A                            N/A
AZ         No MI                                        100420200000120069            N/A                            N/A
AZ         No MI                                        100420200000114914            N/A                            N/A
AZ         No MI                                        100420200000116729            N/A                            N/A
IN         No MI                                        100420200000109377            N/A                            N/A
DC         No MI                                        M10012630000013338            N/A                            N/A
TX         No MI                                        M10012630000013913            N/A                            N/A
VA         No MI                                        M10012630000012814            N/A                            N/A
TX         No MI                                        100075900496006551            N/A                            N/A
TX         No MI                                        100075900496004481            N/A                            N/A
TX         No MI                                        100075900106000903            N/A                            N/A
TX         No MI                                        100075900336002661            N/A                            N/A
TX         No MI                                        100075900496004671            N/A                            N/A
TX         No MI                                        100075900126009991            N/A                            N/A
TX         No MI                                        100075900246006224            N/A                            N/A
TX         No MI                                        100075900156000431            N/A                            N/A
TX         No MI                                        100075900126007946            N/A                            N/A
TX         No MI                                        100075900126004539            N/A                            N/A
TX         No MI                                        100075900246007297            N/A                            N/A
TX         No MI                                        100075900496004804            N/A                            N/A
TX         No MI                                        100075900246005564            N/A                            N/A
TX         No MI                                        100075900126007458            N/A                            N/A
TX         No MI                                        100075900126007300            N/A                            N/A
TX         No MI                                        100075900126011666            N/A                            N/A
TX         No MI                                        100075900126007334            N/A                            N/A
NY         No MI                                        100022407896424685            N/A                            N/A
CA         No MI                                        100022407895468683            N/A                            N/A


STATE             MAX_RATE             MIN_RATE              PER_RATE_CAP             GROUP_ID             HYBRID_TERM            LIEN
---------------------------------------------------------------------------------------------------------------------------------------
CO                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
WI                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
OR                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
DC                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
DC                  N/A                   N/A                    N/A                     I                     N/A               First
DC                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
DE                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
DC                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
DC                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
DC                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
OR                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
NM                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
LA                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MS                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
MS                  N/A                   N/A                    N/A                     I                     N/A               First
LA                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
AR                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
DC                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
NH                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
DE                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
OK                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
LA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MS                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
OR                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
OR                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
RI                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
OR                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
OR                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
ID                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
WY                  N/A                   N/A                    N/A                     I                     N/A               First
HI                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
WI                  N/A                   N/A                    N/A                     I                     N/A               First
WI                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
WY                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
HI                  N/A                   N/A                    N/A                     I                     N/A               First
NE                  N/A                   N/A                    N/A                     I                     N/A               First
OK                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
OK                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
IA                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
OK                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
OK                  N/A                   N/A                    N/A                     I                     N/A               First
OK                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
RI                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
NH                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
RI                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
NM                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
NM                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
KS                  N/A                   N/A                    N/A                     I                     N/A               First
WI                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
NH                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
OR                  N/A                   N/A                    N/A                     I                     N/A               First
NM                  N/A                   N/A                    N/A                     I                     N/A               First
WI                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
HI                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
KS                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
WI                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
WI                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
NM                  N/A                   N/A                    N/A                     I                     N/A               First
NM                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
ME                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
ID                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
AR                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
RI                  N/A                   N/A                    N/A                     I                     N/A               First
NH                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
AR                  N/A                   N/A                    N/A                     I                     N/A               First
OK                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
AR                  N/A                   N/A                    N/A                     I                     N/A               First
OK                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
AR                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
OK                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
HI                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
RI                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
OR                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
OK                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
LA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
NM                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
RI                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
NH                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
NH                  N/A                   N/A                    N/A                     I                     N/A               First
RI                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
NH                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
MS                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
OK                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
OK                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
OK                  N/A                   N/A                    N/A                     I                     N/A               First
WY                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
OR                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
LA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
DE                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
DE                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
DE                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NE                  N/A                   N/A                    N/A                     I                     N/A               First
NE                  N/A                   N/A                    N/A                     I                     N/A               First
NE                  N/A                   N/A                    N/A                     I                     N/A               First
NE                  N/A                   N/A                    N/A                     I                     N/A               First
NE                  N/A                   N/A                    N/A                     I                     N/A               First
NE                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
WI                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
IA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
IA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
DC                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
IA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
IA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
DC                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
KS                  N/A                   N/A                    N/A                     I                     N/A               First
OK                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
KS                  N/A                   N/A                    N/A                     I                     N/A               First
KS                  N/A                   N/A                    N/A                     I                     N/A               First
KS                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
DC                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First


STATE           BALLOON             PP_DESC           IO_FLAG     IO_PERIOD                    PORTFOLIO
--------------------------------------------------------------------------------------------------------
CO                 No                NO PP               Y                        120          CNDU
TX                 No                NO PP               Y                        120          CNDU
MD                 No                NO PP               Y                        120          CNDU
MO                 No                2Y PP               N                          0          CNDU
MD                 No                NO PP               Y                        120          CNDU
NC                 No                NO PP               Y                        120          CNDU
WI                 No                6M PP               N                          0          CNDU
IN                 No                NO PP               Y                        120          CNDU
OR                 No                NO PP               Y                        120          CNDU
MD                 No                NO PP               Y                        120          CNDU
VA                 No                NO PP               N                          0          CNDU
AZ                 No                NO PP               Y                        120          CNDU
VA                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
DC                 No                NO PP               Y                        120          EFLO
VA                 No                3Y PP               N                          0          EFLO
DC                 No                NO PP               Y                        120          EFLO
DC                 No                NO PP               Y                        120          EFLO
VA                 No                NO PP               N                          0          EFLO
VA                 No                3Y PP               Y                        120          EFLO
VA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               Y                        120          EFLO
VA                 No                NO PP               Y                        120          EFLO
VA                 No                NO PP               Y                        120          EFLO
TX                 No                3Y PP               N                          0          EFLO
VA                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
VA                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
MA                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
MD                Yes                NO PP               N                          0          EFLO
TN                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
TN                 No                NO PP               N                          0          EFLO
DE                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
MD                Yes                NO PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
VA                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
NY                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               Y                        120          EFLO
MI                 No                3Y PP               N                          0          EFLO
CT                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
MO                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
UT                 No                NO PP               N                          0          EFLO
CO                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               Y                        120          CNDU
MD                 No                NO PP               N                          0          CNDU
NJ                 No                NO PP               N                          0          CNDU
CA                 No                NO PP               N                          0          CNDU
VA                 No                NO PP               Y                        120          CNDU
TN                 No                NO PP               Y                        120          CNDU
TN                 No                NO PP               Y                        120          CNDU
NJ                 No                NO PP               N                          0          CNDU
TN                 No                NO PP               N                          0          CNDU
PA                 No                NO PP               N                          0          CNDU
MD                 No                NO PP               N                          0          CNDU
VA                 No                NO PP               Y                        120          CNDU
VA                 No                NO PP               Y                        120          CNDU
FL                 No                3Y PP               Y                        120          CNDU
NJ                 No                NO PP               N                          0          CNDU
FL                 No                3Y PP               Y                        120          CNDU
FL                 No                3Y PP               N                          0          CNDU
PA                 No                3Y PP               Y                        120          CNDU
NJ                 No                NO PP               Y                        120          CNDU
FL                 No                3Y PP               N                          0          CNDU
FL                 No                3Y PP               Y                        120          CNDU
DC                 No                NO PP               Y                        120          CNDU
MA                 No                NO PP               Y                        120          CNDU
CT                 No                NO PP               N                          0          CNDU
MD                 No                NO PP               N                          0          CNDU
MD                 No                NO PP               Y                        120          CNDU
PA                 No                3Y PP               Y                        120          CNDU
NY                 No                NO PP               N                          0          EFLO
NY                 No                NO PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
NY                 No                1Y PP               Y                        120          EFLO
NY                 No                1Y PP               Y                        120          EFLO
NY                 No                1Y PP               N                          0          EFLO
NY                 No                1Y PP               N                          0          EFLO
DC                Yes                3Y PP               N                          0          EFLO
MD                 No                NO PP               N                          0          EFLO
DC                Yes                NO PP               N                          0          EFLO
MD                 No                3Y PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NC                 No                1Y PP               Y                        120          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               Y                        120          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               Y                        120          EFLO
FL                 No                1Y PP               Y                        120          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NY                 No                NO PP               Y                        120          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               Y                        120          EFLO
MI                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
MI                 No                3Y PP               N                          0          EFLO
CA                 No                3Y PP               Y                        120          EFLO
WA                 No                NO PP               Y                        120          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
OR                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                1Y PP               N                          0          EFLO
VA                 No                3Y PP               Y                        120          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
WA                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               Y                        120          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
CT                 No                3Y PP               N                          0          EFLO
NJ                 No                NO PP               Y                        120          EFLO
MA                 No                NO PP               Y                        120          EFLO
NM                 No                NO PP               N                          0          EFLO
MI                 No                3Y PP               N                          0          EFLO
CO                 No                3Y PP               N                          0          EFLO
MN                 No                NO PP               N                          0          EFLO
LA                 No                NO PP               N                          0          EFLO
AL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
AL                 No                NO PP               N                          0          EFLO
TN                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
MS                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
TN                 No                NO PP               N                          0          EFLO
AL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
TN                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
AL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
TN                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
AL                 No                NO PP               N                          0          EFLO
MS                 No                NO PP               N                          0          EFLO
LA                 No                NO PP               N                          0          EFLO
TN                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
TN                 No                NO PP               N                          0          EFLO
KY                 No                NO PP               N                          0          EFLO
TN                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
GA                 No                1Y PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                1Y PP               N                          0          EFLO
AL                 No                NO PP               N                          0          EFLO
GA                 No                1Y PP               N                          0          EFLO
GA                 No                1Y PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                1Y PP               N                          0          EFLO
GA                 No                1Y PP               N                          0          EFLO
NC                 No                1Y PP               N                          0          EFLO
GA                Yes                1Y PP               N                          0          EFLO
MO                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                1Y PP               N                          0          EFLO
TN                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
NY                 No                NO PP               Y                        120          EFLO
NJ                Yes                NO PP               N                          0          EFLO
NJ                 No                NO PP               Y                        120          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                3Y PP               Y                        120          EFLO
NY                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               Y                        120          EFLO
CT                 No                NO PP               N                          0          EFLO
CT                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
NY                 No                NO PP               N                          0          EFLO
NY                 No                NO PP               N                          0          EFLO
NY                 No                NO PP               N                          0          EFLO
NY                 No                NO PP               N                          0          EFLO
NY                 No                NO PP               N                          0          EFLO
NY                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
CT                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               Y                        120          EFLO
NJ                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
AZ                 No                NO PP               N                          0          EFLO
AZ                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               Y                        120          EFLO
CO                 No                6M PP               N                          0          EFLO
AZ                 No                6M PP               N                          0          EFLO
AZ                 No                3Y PP               N                          0          EFLO
AZ                 No                3Y PP               N                          0          EFLO
CA                Yes                NO PP               N                          0          EFLO
AR                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
CO                Yes                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
GA                Yes                3Y PP               N                          0          EFLO
NC                 No                3Y PP               N                          0          EFLO
MI                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               Y                        120          WFLN
MN                 No                3Y PP               N                          0          WFLN
NJ                 No                NO PP               Y                        120          WFLN
NJ                 No                NO PP               Y                        120          WFLN
MD                 No                NO PP               N                          0          WFLN
NV                 No                NO PP               N                          0          WFLN
GA                 No                NO PP               N                          0          WFLN
DC                 No                NO PP               Y                        120          WFLN
FL                 No                3Y PP               Y                        120          WFLN
CA                 No                NO PP               N                          0          WFLN
CA                 No                NO PP               N                          0          WFLN
TX                 No                3Y PP               N                          0          WFLN
NY                 No                1Y PP               N                          0          WFLN
MD                 No                NO PP               Y                        120          WFLN
TX                 No                NO PP               Y                        120          WFLN
AZ                 No                3Y PP               N                          0          WFLN
NH                 No                3Y PP               N                          0          WFLN
MN                 No                3Y PP               N                          0          WFLN
CA                 No                NO PP               N                          0          WFLN
CA                 No                NO PP               Y                        120          WFLN
GA                 No                3Y PP               N                          0          WFLN
GA                 No                3Y PP               N                          0          WFLN
TX                 No                3Y PP               N                          0          WFLN
AZ                 No                NO PP               Y                        120          WFLN
NC                 No                NO PP               Y                        120          WFLN
TX                 No                3Y PP               N                          0          WFLN
WA                 No                NO PP               Y                        120          WFLN
TX                 No                3Y PP               N                          0          WFLN
CA                 No                3Y PP               Y                        120          WFLN
FL                 No                NO PP               N                          0          WFLN
TX                 No                3Y PP               N                          0          WFLN
CA                 No                3Y PP               N                          0          WFLN
NJ                 No                NO PP               Y                        120          WFLN
TX                 No                3Y PP               N                          0          WFLN
NJ                 No                NO PP               N                          0          WFLN
AZ                 No                NO PP               N                          0          WFLN
AZ                 No                NO PP               Y                        120          WFLN
NJ                 No                NO PP               Y                        120          WFLN
AZ                 No                NO PP               Y                        120          WFLN
FL                 No                NO PP               N                          0          WFLN
FL                 No                NO PP               N                          0          WFLN
AZ                 No                1Y PP               N                          0          WFLN
NY                 No                1Y PP               N                          0          WFLN
GA                 No                NO PP               N                          0          WFLN
CA                 No                NO PP               N                          0          WFLN
NJ                 No                NO PP               N                          0          WFLN
CA                 No                3Y PP               N                          0          WFLN
VA                 No                NO PP               N                          0          WFLN
CT                 No                NO PP               N                          0          WFLN
PA                 No                NO PP               N                          0          WFLN
DE                 No                NO PP               N                          0          WFLN
WA                 No                NO PP               Y                        120          WFLN
MD                 No                NO PP               N                          0          WFLN
NJ                 No                NO PP               N                          0          WFLN
VA                 No                NO PP               Y                        120          WFLN
FL                 No                NO PP               N                          0          WFLN
MD                 No                NO PP               Y                        120          WFLN
TX                 No                3Y PP               N                          0          WFLN
CA                 No                NO PP               Y                        120          WFLN
VA                 No                NO PP               Y                        120          WFLN
AZ                 No                NO PP               Y                        120          WFLN
MN                 No                2Y PP               N                          0          WFLN
CA                 No                NO PP               Y                        120          WFLN
CA                 No                NO PP               N                          0          WFLN
NJ                 No                NO PP               N                          0          WFLN
MN                 No                NO PP               N                          0          WFLN
TX                 No                3Y PP               N                          0          WFLN
NJ                 No                NO PP               N                          0          WFLN
MD                 No                NO PP               Y                        120          WFLN
TX                 No                2Y PP               N                          0          WFLN
TX                 No                3Y PP               N                          0          WFLN
PA                 No                NO PP               N                          0          WFLN
AZ                 No                2Y PP               N                          0          WFLN
TX                 No                NO PP               N                          0          WFLN
CA                 No                3Y PP               N                          0          WFLN
TX                 No                2Y PP               N                          0          WFLN
CA                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
CA                Yes                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
MN                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
MA                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
MA                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
OH                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
VA                 No                3Y PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
OK                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               Y                        120          EFLO
AZ                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               Y                        120          EFLO
LA                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               Y                        120          EFLO
MN                 No                NO PP               N                          0          EFLO
MN                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
NC                 No                NO PP               Y                        120          EFLO
FL                 No                3Y PP               N                          0          EFLO
MS                Yes                3Y PP               N                          0          EFLO
UT                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
GA                Yes                3Y PP               N                          0          EFLO
MD                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               N                          0          EFLO
PA                 No                3Y PP               N                          0          EFLO
MA                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
SC                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
OR                 No                NO PP               N                          0          EFLO
WA                 No                NO PP               N                          0          EFLO
WA                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               N                          0          EFLO
CO                 No                NO PP               N                          0          EFLO
OR                 No                NO PP               Y                        120          EFLO
AZ                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
TN                 No                NO PP               N                          0          EFLO
NV                 No                NO PP               Y                        120          EFLO
AZ                 No                NO PP               N                          0          EFLO
KY                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
RI                Yes                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               Y                        120          EFLO
KY                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
OR                 No                NO PP               Y                        120          EFLO
AZ                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
WA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
CA                Yes                NO PP               N                          0          EFLO
TX                 No                6M PP               Y                        120          EFLO
CA                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               N                          0          EFLO
CA                Yes                NO PP               N                          0          EFLO
MD                 No                NO PP               N                          0          EFLO
OR                 No                3Y PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               N                          0          EFLO
WA                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
AZ                 No                3Y PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               Y                        120          EFLO
TN                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               Y                        120          EFLO
SC                 No                NO PP               N                          0          EFLO
AZ                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               Y                        120          EFLO
ID                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               N                          0          EFLO
KY                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
OH                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
KY                 No                NO PP               N                          0          EFLO
KY                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
OH                 No                NO PP               N                          0          EFLO
TN                 No                NO PP               N                          0          EFLO
TN                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
KY                 No                NO PP               N                          0          EFLO
KY                 No                NO PP               N                          0          EFLO
TN                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
KY                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
OH                 No                NO PP               N                          0          EFLO
KY                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
OH                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               N                          0          EFLO
KY                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
KY                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
KY                 No                NO PP               N                          0          EFLO
KY                 No                NO PP               N                          0          EFLO
OH                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
KY                 No                NO PP               N                          0          EFLO
WY                 No                3Y PP               N                          0          EFLO
HI                Yes                3Y PP               N                          0          EFLO
CO                 No                3Y PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
WI                 No                NO PP               N                          0          EFLO
WI                 No                NO PP               N                          0          EFLO
CO                 No                NO PP               Y                        120          EFLO
CO                 No                NO PP               Y                        120          EFLO
WY                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
NJ                 No                3Y PP               N                          0          EFLO
VA                 No                NO PP               Y                        120          EFLO
VA                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
HI                 No                3Y PP               Y                        120          EFLO
NE                 No                3Y PP               N                          0          EFLO
OK                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
OK                 No                3Y PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
AZ                 No                NO PP               Y                        120          EFLO
SC                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
AZ                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
AZ                 No                NO PP               N                          0          EFLO
AZ                 No                6M PP               Y                        120          EFLO
IN                 No                6M PP               N                          0          EFLO
AZ                 No                3Y PP               N                          0          EFLO
AZ                 No                6M PP               Y                        120          EFLO
MO                 No                3Y PP               N                          0          EFLO
AZ                 No                6M PP               Y                        120          EFLO
TN                 No                3Y PP               N                          0          EFLO
IL                 No                6M PP               N                          0          EFLO
AZ                 No                6M PP               N                          0          EFLO
MO                 No                6M PP               N                          0          EFLO
TX                 No                6M PP               Y                        120          EFLO
AZ                 No                6M PP               N                          0          EFLO
AZ                 No                6M PP               Y                        120          EFLO
IL                Yes                6M PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
AZ                 No                3Y PP               Y                        120          EFLO
AZ                 No                3Y PP               Y                        120          EFLO
TX                 No                6M PP               N                          0          EFLO
IA                 No                NO PP               N                          0          EFLO
AZ                 No                NO PP               N                          0          EFLO
MO                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               Y                        120          EFLO
CO                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               Y                        120          EFLO
CO                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               Y                        120          EFLO
CO                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               Y                        120          EFLO
AZ                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
NC                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
NC                 No                NO PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
FL                 No                5Y PP               Y                        120          EFLO
FL                 No                3Y PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               N                          0          EFLO
AZ                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
NV                 No                NO PP               N                          0          EFLO
CA                Yes                NO PP               N                          0          EFLO
FL                 No                3Y PP               Y                        120          EFLO
OH                 No                3Y PP               N                          0          EFLO
NY                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
NY                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
MA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
CT                 No                3Y PP               Y                        120          EFLO
NJ                 No                NO PP               Y                        120          EFLO
NY                 No                NO PP               N                          0          EFLO
CT                 No                3Y PP               Y                        120          EFLO
NY                Yes                1Y PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
NY                 No                NO PP               N                          0          EFLO
MA                 No                3Y PP               N                          0          EFLO
CT                 No                NO PP               N                          0          EFLO
CT                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
OK                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
OK                 No                NO PP               N                          0          EFLO
OK                 No                NO PP               N                          0          EFLO
MD                 No                3Y PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
NC                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
NC                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
NC                 No                NO PP               Y                        120          EFLO
MD                 No                3Y PP               N                          0          EFLO
VA                 No                3Y PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
MD                 No                3Y PP               N                          0          EFLO
MD                 No                3Y PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
NC                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
MA                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               N                          0          EFLO
CT                 No                NO PP               N                          0          EFLO
RI                Yes                NO PP               N                          0          EFLO
MA                 No                NO PP               N                          0          EFLO
MA                 No                NO PP               N                          0          EFLO
NH                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               N                          0          EFLO
MA                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
MA                 No                NO PP               N                          0          EFLO
RI                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
FL                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
VA                 No                3Y PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
VA                 No                NO PP               Y                        120          EFLO
FL                 No                1Y PP               Y                         60          EFLO
AZ                 No                NO PP               Y                        120          EFLO
VA                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
NC                 No                NO PP               Y                        120          EFLO
FL                 No                3Y PP               N                          0          EFLO
MA                 No                1Y PP               N                          0          EFLO
IL                 No                3Y PP               Y                        120          EFLO
NM                 No                NO PP               N                          0          EFLO
AL                 No                NO PP               Y                        120          EFLO
VA                 No                NO PP               Y                        120          EFLO
NM                 No                NO PP               N                          0          EFLO
GA                 No                2Y PP               Y                        120          EFLO
AL                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
AZ                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
MA                 No                NO PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
NV                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
KS                 No                NO PP               N                          0          EFLO
WI                 No                NO PP               N                          0          EFLO
UT                 No                NO PP               N                          0          EFLO
CO                 No                3Y PP               Y                        120          EFLO
MO                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
NH                 No                NO PP               Y                        120          EFLO
IL                 No                NO PP               N                          0          EFLO
PA                 No                3Y PP               Y                        120          EFLO
TX                 No                3Y PP               N                          0          EFLO
VA                 No                3Y PP               N                          0          EFLO
MI                 No                NO PP               N                          0          EFLO
OH                 No                NO PP               Y                        120          EFLO
OR                 No                NO PP               N                          0          EFLO
NM                 No                NO PP               N                          0          EFLO
WI                 No                NO PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
AZ                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
NV                 No                3Y PP               Y                        120          EFLO
NC                 No                NO PP               N                          0          EFLO
HI                 No                3Y PP               N                          0          EFLO
WA                 No                3Y PP               N                          0          EFLO
AZ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
NJ                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NY                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
NJ                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                Yes                6M PP               N                          0          EFLO
GA                Yes                NO PP               N                          0          EFLO
CA                 No                3Y PP               Y                        120          EFLO
IN                 No                4M PP               Y                        120          EFLO
NY                 No                3Y PP               N                          0          EFLO
FL                 No                NO PP               Y                         60          EFLO
NJ                 No                NO PP               N                          0          EFLO
NY                 No                1Y PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
PA                Yes                NO PP               N                          0          EFLO
PA                Yes                NO PP               N                          0          EFLO
PA                Yes                NO PP               N                          0          EFLO
AZ                 No                6M PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
MO                 No                3Y PP               N                          0          EFLO
NY                 No                NO PP               N                          0          EFLO
MA                 No                NO PP               N                          0          EFLO
NY                 No                NO PP               N                          0          EFLO
CO                 No                6M PP               N                          0          EFLO
VA                 No                NO PP               Y                        120          EFLO
CO                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
KY                 No                NO PP               N                          0          EFLO
OH                 No                NO PP               N                          0          EFLO
AZ                 No                3Y PP               Y                        120          EFLO
AZ                 No                3Y PP               N                          0          EFLO
AZ                 No                3Y PP               N                          0          EFLO
KS                 No                3Y PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               Y                        120          EFLO
FL                 No                1Y PP               N                          0          EFLO
FL                 No                1Y PP               N                          0          EFLO
AL                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
SC                 No                1Y PP               N                          0          EFLO
FL                 No                1Y PP               Y                        120          EFLO
GA                 No                1Y PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
GA                 No                1Y PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
FL                 No                1Y PP               N                          0          EFLO
GA                 No                1Y PP               N                          0          EFLO
GA                 No                1Y PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
GA                 No                1Y PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
FL                 No                1Y PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               Y                        120          EFLO
SC                 No                NO PP               N                          0          EFLO
GA                 No                1Y PP               Y                        120          EFLO
SC                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
AZ                 No                NO PP               Y                        120          EFLO
TX                Yes                NO PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
UT                 No                NO PP               Y                        120          EFLO
NV                 No                NO PP               Y                        120          EFLO
FL                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
NC                 No                NO PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               Y                        120          EFLO
NY                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
CA                 No                3Y PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
NY                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               Y                        120          EFLO
OH                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               Y                        120          EFLO
OH                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               Y                        120          EFLO
OH                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               Y                        120          EFLO
OH                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               Y                        120          EFLO
UT                 No                NO PP               Y                        120          EFLO
UT                 No                NO PP               N                          0          EFLO
UT                 No                3Y PP               N                          0          EFLO
UT                 No                NO PP               Y                        120          EFLO
FL                 No                3Y PP               N                          0          EFLO
MN                 No                NO PP               Y                        120          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TN                 No                6M PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
CA                 No                6M PP               Y                        120          EFLO
TX                 No                6M PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
MN                 No                3Y PP               N                          0          EFLO
TX                 No                6M PP               Y                        120          EFLO
AL                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                6M PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
CA                 No                1Y PP               N                          0          EFLO
WA                 No                6M PP               Y                        120          EFLO
NV                 No                3Y PP               Y                        120          EFLO
AZ                 No                NO PP               Y                        120          EFLO
SC                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
WI                 No                3Y PP               N                          0          EFLO
MN                 No                3Y PP               Y                        120          EFLO
WA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
WA                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
WA                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
WA                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
CO                 No                NO PP               Y                        120          EFLO
WI                 No                NO PP               N                          0          EFLO
AZ                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
MN                 No                NO PP               N                          0          EFLO
MN                 No                NO PP               N                          0          EFLO
MN                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
MO                 No                NO PP               N                          0          EFLO
MN                 No                NO PP               Y                        120          EFLO
MN                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               Y                        120          EFLO
TX                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
MD                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
NC                 No                3Y PP               N                          0          EFLO
CO                 No                3Y PP               Y                        120          EFLO
CA                 No                NO PP               N                          0          EFLO
CO                 No                NO PP               Y                        120          EFLO
MA                 No                NO PP               Y                        120          EFLO
CA                 No                6M PP               N                          0          EFLO
NM                 No                NO PP               Y                        120          EFLO
NM                 No                NO PP               Y                        120          EFLO
NY                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
CA                 No                3Y PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
ME                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
CA                 No                1Y PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
WA                 No                3Y PP               Y                        120          EFLO
MA                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
WA                 No                3Y PP               Y                        120          EFLO
ID                 No                3Y PP               Y                        120          EFLO
CA                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
MO                 No                3Y PP               N                          0          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
MI                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
AR                 No                3Y PP               N                          0          EFLO
MO                 No                NO PP               Y                         60          EFLO
FL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
IL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
KY                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
AL                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
TN                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
GA                 No                1Y PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
OH                 No                1Y PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
MI                 No                NO PP               N                          0          EFLO
MA                 No                NO PP               Y                        120          EFLO
NV                 No                1Y PP               Y                        120          EFLO
NV                 No                1Y PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
NV                 No                1Y PP               N                          0          EFLO
CT                 No                2Y PP               N                          0          EFLO
RI                 No                1Y PP               N                          0          EFLO
NH                 No                1Y PP               Y                        120          EFLO
CT                 No                2Y PP               N                          0          EFLO
AR                 No                3Y PP               N                          0          EFLO
OK                 No                3Y PP               N                          0          EFLO
NC                 No                3Y PP               Y                        120          EFLO
AR                 No                NO PP               N                          0          EFLO
OK                 No                3Y PP               N                          0          EFLO
TN                 No                3Y PP               N                          0          EFLO
AR                 No                3Y PP               N                          0          EFLO
NC                 No                3Y PP               Y                        120          EFLO
OK                 No                3Y PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
NV                 No                NO PP               N                          0          EFLO
CT                 No                NO PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
WA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
AZ                Yes                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
AZ                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               Y                        120          EFLO
WA                 No                NO PP               Y                        120          EFLO
NC                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
SC                 No                NO PP               Y                        120          EFLO
CO                 No                NO PP               N                          0          EFLO
FL                Yes                3Y PP               N                          0          EFLO
OH                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
AZ                Yes                NO PP               N                          0          EFLO
CT                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
CT                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
CO                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
WA                Yes                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
CO                 No                NO PP               Y                        120          EFLO
IL                 No                NO PP               Y                        120          EFLO
SC                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
AL                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               Y                        120          EFLO
NV                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               Y                        120          EFLO
TN                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               Y                        120          EFLO
AL                 No                NO PP               N                          0          EFLO
AL                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
CO                 No                NO PP               Y                        120          EFLO
CO                 No                NO PP               N                          0          EFLO
NV                Yes                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
NJ                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
VA                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
NC                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               Y                        120          EFLO
NJ                 No                NO PP               Y                        120          EFLO
NJ                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
SC                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
NJ                 No                NO PP               Y                        120          EFLO
SC                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
PA                 No                NO PP               N                          0          EFLO
TN                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
FL                 No                1Y PP               Y                        120          EFLO
GA                Yes                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
CA                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               Y                        120          EFLO
SC                 No                NO PP               N                          0          EFLO
AZ                 No                NO PP               N                          0          EFLO
AZ                 No                NO PP               N                          0          EFLO
AZ                 No                6M PP               N                          0          EFLO
AZ                 No                NO PP               Y                        120          EFLO
AZ                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
NC                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
NC                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
NC                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               N                          0          EFLO
HI                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
CO                 No                3Y PP               N                          0          EFLO
CA                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               Y                        120          EFLO
CA                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
RI                 No                NO PP               N                          0          EFLO
MI                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
MO                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
OR                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
AZ                 No                3Y PP               N                          0          EFLO
OK                 No                3Y PP               N                          0          EFLO
AZ                 No                NO PP               Y                        120          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                Yes                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
NV                 No                6M PP               N                          0          EFLO
CA                 No                6M PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
TN                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
AL                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
TN                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
OH                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
MO                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               Y                        120          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
LA                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
AZ                 No                7M PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               Y                        120          EFLO
AZ                 No                NO PP               N                          0          EFLO
MI                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
NV                 No                NO PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
AZ                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               Y                        120          EFLO
NM                 No                NO PP               N                          0          EFLO
AZ                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
AZ                 No                NO PP               Y                        120          EFLO
NV                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
AZ                 No                NO PP               N                          0          EFLO
NV                 No                NO PP               N                          0          EFLO
AZ                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
MI                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
NV                 No                NO PP               Y                        120          EFLO
CO                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
OH                 No                NO PP               N                          0          EFLO
UT                 No                NO PP               N                          0          EFLO
UT                 No                NO PP               N                          0          EFLO
CO                 No                3Y PP               N                          0          EFLO
UT                 No                NO PP               N                          0          EFLO
CO                 No                3Y PP               N                          0          EFLO
UT                 No                NO PP               Y                        120          EFLO
CO                 No                3Y PP               N                          0          EFLO
CO                 No                3Y PP               Y                        120          EFLO
CO                 No                3Y PP               Y                        120          EFLO
CO                 No                3Y PP               N                          0          EFLO
CO                 No                3Y PP               N                          0          EFLO
CO                 No                3Y PP               N                          0          EFLO
UT                 No                NO PP               N                          0          EFLO
CO                 No                NO PP               Y                        120          EFLO
UT                 No                NO PP               Y                        120          EFLO
UT                 No                3Y PP               N                          0          EFLO
CO                 No                NO PP               N                          0          EFLO
UT                 No                NO PP               N                          0          EFLO
CO                 No                3Y PP               N                          0          EFLO
CO                 No                3Y PP               N                          0          EFLO
CO                 No                NO PP               Y                        120          EFLO
CO                 No                NO PP               N                          0          EFLO
NV                 No                NO PP               N                          0          EFLO
NV                 No                NO PP               Y                        120          EFLO
CA                 No                3Y PP               Y                        120          EFLO
CA                 No                3Y PP               Y                        120          EFLO
CA                 No                3Y PP               Y                        120          EFLO
CA                 No                NO PP               N                          0          EFLO
TX                 No                6M PP               N                          0          EFLO
NV                 No                NO PP               N                          0          EFLO
NV                 No                NO PP               N                          0          EFLO
NV                 No                NO PP               Y                        120          EFLO
NV                 No                NO PP               Y                        120          EFLO
RI                 No                NO PP               N                          0          EFLO
MI                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
MA                 No                NO PP               N                          0          EFLO
CT                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
NH                 No                NO PP               N                          0          EFLO
MA                 No                NO PP               N                          0          EFLO
CT                 No                NO PP               N                          0          EFLO
NH                 No                NO PP               N                          0          EFLO
RI                 No                NO PP               Y                        120          EFLO
MA                 No                NO PP               N                          0          EFLO
MA                 No                NO PP               N                          0          EFLO
MI                 No                NO PP               N                          0          EFLO
MA                 No                NO PP               N                          0          EFLO
NH                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
MS                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
OK                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
IN                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
OH                 No                NO PP               N                          0          EFLO
OK                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
OK                 No                3Y PP               N                          0          EFLO
WY                 No                NO PP               N                          0          EFLO
UT                 No                6M PP               N                          0          EFLO
UT                 No                3Y PP               N                          0          EFLO
CA                 No                6M PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
AZ                 No                3Y PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
UT                 No                3Y PP               Y                        120          EFLO
FL                 No                NO PP               Y                        120          EFLO
CO                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
UT                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
CA                 No                1Y PP               Y                        120          EFLO
CA                 No                6M PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
NC                 No                NO PP               Y                        120          EFLO
CO                 No                NO PP               Y                        120          EFLO
NV                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TN                 No                NO PP               Y                        120          EFLO
AZ                 No                NO PP               Y                        120          EFLO
TX                 No                3Y PP               N                          0          EFLO
AZ                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
NV                 No                1Y PP               Y                        120          CNDQ
NV                 No                NO PP               Y                        120          CNDQ
VA                 No                NO PP               N                          0          EFLO
VA                 No                3Y PP               Y                        120          EFLO
VA                 No                3Y PP               Y                        120          EFLO
VA                 No                3Y PP               Y                        120          EFLO
VA                 No                3Y PP               Y                        120          EFLO
MD                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
VA                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
VA                 No                3Y PP               Y                        120          EFLO
VA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
NJ                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               Y                        120          EFLO
NJ                 No                NO PP               Y                        120          EFLO
NV                Yes                3Y PP               N                          0          EFLO
NV                Yes                NO PP               N                          0          EFLO
NV                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
AZ                 No                NO PP               Y                        120          EFLO
NV                 No                NO PP               N                          0          EFLO
NV                 No                3Y PP               Y                        120          EFLO
NV                 No                NO PP               Y                        120          EFLO
AZ                 No                NO PP               Y                        120          EFLO
NV                Yes                3Y PP               N                          0          EFLO
AZ                 No                3Y PP               N                          0          EFLO
NV                 No                NO PP               N                          0          EFLO
NV                 No                NO PP               Y                        120          EFLO
CA                 No                3Y PP               Y                        120          REPR
IL                 No                NO PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
OR                 No                3Y PP               N                          0          EFLO
AZ                 No                3Y PP               N                          0          EFLO
LA                Yes                3Y PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
MN                 No                3Y PP               N                          0          EFLO
NV                 No                3Y PP               Y                        120          EFLO
MN                 No                NO PP               N                          0          EFLO
MD                 No                3Y PP               N                          0          EFLO
AZ                 No                6M PP               N                          0          EFLO
AZ                 No                6M PP               N                          0          EFLO
AZ                 No                6M PP               Y                        120          EFLO
AZ                 No                3Y PP               N                          0          EFLO
AZ                 No                6M PP               N                          0          EFLO
AZ                 No                NO PP               Y                        120          EFLO
AZ                 No                3Y PP               N                          0          EFLO
AZ                 No                NO PP               N                          0          EFLO
AZ                 No                6M PP               N                          0          EFLO
AZ                 No                NO PP               Y                        120          EFLO
AZ                 No                6M PP               N                          0          EFLO
FL                Yes                3Y PP               Y                         60          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
NC                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          CNDU
GA                 No                NO PP               N                          0          EFLO
AL                 No                NO PP               N                          0          CNDU
TN                 No                NO PP               N                          0          CNDU
GA                 No                NO PP               N                          0          CNDU
GA                 No                NO PP               N                          0          CNDU
AL                 No                NO PP               N                          0          CNDU
AL                 No                NO PP               N                          0          CNDU
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
AL                 No                NO PP               N                          0          CNDU
TN                 No                NO PP               N                          0          EFLO
AL                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          CNDU
TX                 No                3Y PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
MI                 No                NO PP               N                          0          EFLO
MI                 No                NO PP               N                          0          EFLO
MI                 No                NO PP               N                          0          EFLO
MI                 No                NO PP               N                          0          EFLO
MI                 No                NO PP               N                          0          EFLO
MI                 No                NO PP               N                          0          EFLO
MI                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
DE                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
DE                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               Y                        120          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               Y                        120          EFLO
DE                 No                NO PP               Y                        120          EFLO
PA                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
NE                 No                2Y PP               N                          0          EFLO
NE                 No                2Y PP               N                          0          EFLO
NE                 No                2Y PP               N                          0          EFLO
NE                 No                2Y PP               N                          0          EFLO
NE                 No                2Y PP               N                          0          EFLO
NE                 No                2Y PP               N                          0          EFLO
CA                Yes                6M PP               N                          0          EFLO
WI                 No                3Y PP               N                          0          EFLO
MN                 No                3Y PP               Y                        120          EFLO
MD                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
IA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
IA                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
DC                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
IA                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
IA                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               N                          0          EFLO
DC                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
CO                 No                6M PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
CO                 No                6M PP               Y                        120          EFLO
CA                 No                NO PP               Y                        120          EFLO
TX                 No                3Y PP               N                          0          EFLO
CA                 No                6M PP               Y                        120          EFLO
IL                 No                NO PP               N                          0          EFLO
MO                 No                NO PP               N                          0          EFLO
KS                 No                NO PP               N                          0          EFLO
OK                 No                5M PP               N                          0          EFLO
IN                 No                5M PP               N                          0          EFLO
TN                 No                5M PP               N                          0          EFLO
MN                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               Y                        120          EFLO
MO                 No                5M PP               Y                        120          EFLO
KS                 No                5M PP               N                          0          EFLO
KS                 No                NO PP               N                          0          EFLO
KS                 No                NO PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
MO                 No                5M PP               Y                        120          EFLO
OH                 No                NO PP               N                          0          EFLO
MI                 No                NO PP               Y                        120          EFLO
NC                 No                NO PP               N                          0          EFLO
AZ                 No                3Y PP               N                          0          EFLO
AZ                 No                3Y PP               N                          0          EFLO
AZ                 No                NO PP               N                          0          EFLO
IN                 No                3Y PP               Y                        120          EFLO
DC                 No                3Y PP               N                          0          CNDU
TX                 No                NO PP               N                          0          CNDU
VA                 No                3Y PP               Y                        120          CNDU
TX                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               Y                        120          EFLO
TX                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               Y                        120          EFLO
TX                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               Y                        120          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               Y                        120          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               Y                        120          EFLO
TX                 No                3Y PP               N                          0          EFLO
NY                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      C

    


    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”), and
      will not be a disqualified organization as of [Closing Date] [date of purchase];
      (ii) it is not acquiring the Bear Stearns Asset-Backed Securities I LLC
      Asset-Backed Certificates, Series 2006-AC4, Class R-__ Certificates (the
“Residual Certificates”) for the account of a disqualified organization; (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; 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 four 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 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 Aforeign
      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
                of Officer]

            
	 	 	 	 	 	 	 	
              [Title
                of Officer]

            
	 	 	 	 	 	 	 	
              [Address
                of Investor for receipt of distributions]

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Address
                of Investor for receipt of tax
                information:

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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___.

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      D

     

    FORM
      OF
      TRANSFEROR CERTIFICATE

     

    ______________,200___

     

    Bear
      Stearns Asset Backed Securities I LLC

    383
      Madison Avenue

    New
      York,
      New York 10179

     

    Wells
      Fargo Bank, National Association

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      MN 55479

    


     

    Attention:
      Bear Stearns Asset Backed Securities I Trust 2006-AC4

     

    
      	 	
              Re:

            	
              Bear
                Stearns Asset Backed Securities I
                LLC

            


    

    Asset-Backed
      Certificates, Series 2006-AC4, Class__

     

    Ladies
      and Gentlemen:

     

    In
      connection with the sale by ___________ (the “Seller”) to ________ (the
“Purchaser”) of $_________ Initial Certificate Principal Balance of Asset-Backed
      Certificates, Series 2006-AC4, Class _____ (the “Certificates”), issued pursuant
      to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
      dated as of June 1, 2006, among Bear Stearns Asset-Backed Securities I LLC,
      as
      depositor (the “Depositor”), EMC Mortgage Corporation, as seller and company,
      Wells Fargo Bank, National Association, as master servicer and securities
      administrator, and U.S. Bank National Association, as trustee (the “Trustee”).
      The Seller hereby certifies, represents and warrants to, a covenants with,
      the
      Depositor, the Certificate Registrar 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:

            	 


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      E

     

    FORM
      OF
      INVESTMENT LETTER (NON-RULE 144A)

     

    [Date]

     

    [SELLER]

     

    Bear
      Stearns Asset Backed Securities I LLC

    383
      Madison Avenue

    New
      York,
      New York 10179

     

    Wells
      Fargo Bank, National Association

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      MN 55479

     

    
      	 	
              Re:

            	
              Bear
                Stearns Asset Backed Securities I Trust 2006-AC4, Asset-Backed
                Certificates, Series 2006-AC4 (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 Securities
                Administrator) 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 “Securities Administrator”) 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,
                or (iii) in the case of the Class B-5 Certificates, are providing
                a
                representation to the effect that the proposed transfer and holding
                of
                such Certificate and servicing, management and operation of the Trust
                and
                its assets: (I) will not result in any prohibited transaction which
                is not
                covered under Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE
                91-38, PTCE 90-1, PTCE 95-60, PTCE 96-23 and (II) will not give rise
                to
                any additional obligations on the part of the Depositor, the Master
                Servicer, the Securities Administrator or the Trustee..
                

            
	 	 
	
              (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 “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 ACT AND OTHER APPLICABLE LAWS AND ONLY
                (1)
                PURSUANT TO RULE 144A UNDER THE 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 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) (OR ANY ENTITY IN WHICH ALL OF
                THE
                EQUITY HOLDERS COME WITHIN SUCH PARAGRAPHS) OF REGULATION D UNDER
                THE ACT
                PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE ACT, SUBJECT
                TO (A)
                THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY
                IN
                THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES
                ADMINISTRATOR OF AN OPINION OF COUNSEL AS TO COMPLIANCE WITH ALL
                APPLICABLE SECURITIES LAWS OF THE UNITED STATES. [In
                the case of the Class B-5 Certificates]: THIS
                CERTIFICATE MAY NOT BE ACQUIRED 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, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
                AS
                AMENDED, 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) WILL NOT RESULT IN ANY
                PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR
                CLASS
                PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO,
                PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, PTCE 91-38, PTCE
                90-1, PTCE 95-60 OR PTCE 96-23 AND (II) WILL NOT GIVE RISE TO ANY
                ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE SECURITIES
                ADMINISTRATOR, THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE
                DEEMED
                REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL
                CERTIFICATE, OR PROVIDES AN OPINION OF COUNSEL TO SUCH EFFECT.
                [In
                the case of the Class P Certificates and Class C
                Certificates]:
                NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS
                THE
                TRANSFEREE PROVIDES EITHER (I) A CERTIFICATION PURSUANT TO SECTION
                7.02(b)
                OF THE AGREEMENT OR (II) AN OPINION OF COUNSEL PURSUANT TO 7.02(b)
                OF THE
                AGREEMENT, SATISFACTORY TO THE SECURITIES ADMINISTRATOR 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, THE SECURITIES ADMINISTRATOR, 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 June 1, 2006 (the “Pooling and Servicing
      Agreement”), among Bear Stearns Asset Backed Securities I LLC, as depositor,
      U.S. Bank National Association, as trustee, Wells Fargo Bank, National
      Association, as master servicer and securities administrator, and EMC Mortgage
      Corporation, as seller and company.

    


    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): ________________

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    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]

            


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    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]

            


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      F

     

    FORM
      OF
      RULE 144A AND RELATED MATTERS CERTIFICATE

     

    [SELLER]

     

    Bear
      Stearns Asset Backed Securities I LLC

    383
      Madison Avenue

    New
      York,
      New York 10179

     

    Wells
      Fargo Bank, National Association

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      MN 55479

     

    
      	 	
              Re:

            	
              Bear
                Stearns Asset Backed Securities I Trust 2006-AC4, Asset-Backed
                Certificates, Series 2006-AC4 (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:

            


    

     

    
      	
              (x)

            	
              [_]

            	
              an
                insurance company as defined in Section 2(13) of the Act1 ;
                or 

            
	 	 	 
	
              (y)

            	
              [_]

            	
              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

            
	 	 	 
	
              (z)

            	
              [_]

            	
              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

            
	 	 	 
	
              (aa)

            	
              [_]

            	
              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

            
	 	 	 
	
              (bb)

            	
              [_]

            	
              a
                business development company as defined in Section 202(a)(22) of
                the
                Investment Advisers Act of 1940; or

            
	 	 	 
	
              (cc)

            	
              [_]

            	
              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

            
	 	 	 
	
              (dd)

            	
              [_]

            	
              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

            
	 	 	 
	
              (ee)

            	
              [_]

            	
              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 June 1, 2006, among Bear Stearns Asset Backed
      Securities I LLC, as depositor, Wells Fargo Bank, National Association, as
      securities administrator and master servicer, EMC Mortgage Corporation, as
      seller and company, and U.S. 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,
      or (iii) in the case of the Class B-5 Certificates, are providing a
      representation to the effect that the proposed transfer and holding of such
      Certificate and servicing, management and operation of the Trust and its assets:
      (I) will not result in any prohibited transaction which is not covered under
      Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 91-38, PTCE 90-1,
      PTCE 95-60, PTCE 96-23 and (II) will not give rise to any additional obligations
      on the part of the Depositor, the Master Servicer, the Securities Administrator
      or the Trustee.

     

    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.
      

    


    

      

      
        
          	1	
                  A
                    purchase by an insurance company for one or more of its separate
                    accounts,
                    as defined by Section 2(a)(37) of the Investment Company Act
                    of 1940,
                    which are neither registered nor required to be registered thereunder,
                    shall be deemed to be a purchase for the account of such insurance
                    company. 

                


        

      

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Name
      of
      Nominee (if any):

     

    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]

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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]

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      G

     

    FORM
      OF
      REQUEST FOR RELEASE

     

    To: Wells
      Fargo Bank, National Association

    1015
      10th
      Avenue S.E.

    Minneapolis,
      Minnesota 55414-0031

    


    
      	 	
              Re:

            	
              Pooling
                and Servicing Agreement, dated as of June 1, 2006, between Bear Stearns
                Asset Backed Securities I LLC, as Depositor, EMC Mortgage Corporation,
                as
                seller and company, Wells Fargo Bank, National Association, as master
                servicer and securities administrator, and U.S. 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.

     

    Mortgage
      Loan Number:

     

    Mortgagor
      Name, Address & Zip Code:

     

    Reason
      for Requesting Documents (check one):

     

    
      	
              _____

            	 	
              1.

            	 	
              Mortgage
                Paid in Full and proceeds have been deposited into the Custodial
                Account

            	 
	 	 	 	 	 	 
	
              _____

            	 	
              2.

            	 	
              Foreclosure

            	 
	 	 	 	 	 	 
	
              _____

            	 	
              3.

            	 	
              Substitution

            	 
	 	 	 	 	 	 
	
              _____

            	 	
              4.

            	 	
              Other
                Liquidation

            	 
	 	 	 	 	 	 
	
              _____

            	 	
              5.

            	 	
              Nonliquidation

            	
              Reason:________________________

            
	 	 	 	 	 	 
	
              _____

            	 	
              6.

            	 	
              California
                Mortgage Loan paid in full

            	 


    

    


    
      	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              (authorized
                signer)

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Issuer:

            	 
	 	 	 	 	 	 	 	
              Address:

            	 
	 	 	 	 	 	 	 	
              Date:

            	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      H

    


    DTC
      LETTER OF REPRESENTATIONS

    


    [Provided
      upon Request]

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      I

    


    SCHEDULE
      OF MORTGAGE LOANS WITH LOST NOTES

    


    [Provided
      upon Request]

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      J

    


    FORM
      OF
      CUSTODIAL AGREEMENT

     

    THIS
      CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the
“Agreement”), dated as of June 30, 2006, by and among U.S. BANK NATIONAL
      ASSOCIATION, as trustee under the Pooling and Servicing Agreement defined below
      (including its successors under the Pooling and Servicing Agreement defined
      below, the “Trustee”), BEAR STEARNS ASSET BACKED SECURITIES I LLC, as depositor
      (together with any successor in interest, the “Depositor”), EMC MORTGAGE
      CORPORATION, as seller (the “Seller”) and company (together with any successor
      in interest or successor under the Pooling and Servicing Agreement referred
      to
      below, the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as master
      servicer (together with any successor in interest or successor under the Pooling
      and Servicing Agreement referred to below, the “Master Servicer”), securities
      administrator and custodian (together with any successor in interest or any
      successor appointed hereunder, the “Custodian”).

     

    WITNESSETH
      THAT:

     

    WHEREAS,
      the Depositor, the Seller, the Master Servicer and the Trustee have entered
      into
      a Pooling and Servicing Agreement, dated as of June 1, 2006, relating to the
      issuance of Bear Stearns Asset Backed Securities I Trust 2006-AC4, Asset-Backed
      Certificates, Series 2006-AC4 (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

     

    WHEREAS,
      the Custodian has agreed to act as agent for the Trustee for the purposes of
      receiving and holding certain documents and other instruments delivered by
      the
      Depositor, the Seller or the Master Servicer under the Pooling and Servicing
      Agreement and the Servicers 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 Seller, the
      Master Servicer and the Custodian hereby agree as follows:

     

    ARTICLE
      I.

    DEFINITIONS

     

    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 Files”) 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 pursuant to the provisions of Section 2.01 of the Pooling and Servicing
      Agreement and the related Mortgage Loan is not a MOM Loan or the related
      Mortgaged Properties are located in jurisdictions specifically excluded by
      the
      Opinion of Counsel delivered to the Trustee pursuant to Section 2.01 of the
      Pooling and Servicing Agreement, each such assignment shall be delivered by
      the
      Custodian to the Seller for the purpose of recording it in the appropriate
      public office for real property records, and the Seller, 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)  On
      or
      prior to the Closing Date, in accordance with Section 2.02 of the Pooling and
      Servicing Agreement, the Custodian shall deliver to the Seller 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 the Schedule attached hereto (the “Mortgage Loan
      Schedule”).

     

    (b)  Within
      90
      days of the Closing Date, the Custodian agrees, for the benefit of
      Certificateholders, to review, in accordance with the provisions of Section
      2.02
      of the Pooling and Servicing Agreement, each such document, and shall deliver
      to
      the Seller 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 the Mortgage
      Files as provided in Section 2.02 of the Pooling and Servicing Agreement and
      deliver to the Seller and the Trustee a Final Certification in the form annexed
      hereto as Exhibit Three evidencing the completeness of the Mortgage
      Files.

     

    (d)  In
      reviewing the Mortgage Files as provided herein and in the Pooling and Servicing
      Agreement, 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 collectability, insurability,
      effectiveness or suitability of any of the documents in any Mortgage
      File.

     

    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.  Notification
      of Breaches of Representations and Warranties.
      Upon
      discovery by the Custodian of a breach of any representation or warranty made
      by
      the Depositor as set forth in the Pooling and Servicing Agreement with respect
      to a Mortgage Loan relating to a Mortgage File, the Custodian shall give prompt
      written notice to the Depositor, the related Servicer and the
      Trustee.

     

    Section
      2.5.  Custodian
      to Cooperate: Release of Mortgage Files.
      Upon
      receipt of written notice from the Trustee that the Seller 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 deposited in the Master Servicer Collection Account
      or
      the Distribution Account, then the Custodian agrees to promptly release to
      the
      Seller the related Mortgage File.

     

    Upon
      the
      Custodian’s receipt of a Request for Release substantially in the form of
      Exhibit G to the Pooling and Servicing Agreement signed by a Servicing Officer
      of a Servicer, 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 Servicer, the related
      Mortgage File. The Depositor shall deliver to the Custodian and the Custodian
      agrees to review in accordance with the provisions of their 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,
      including, for this purpose, collection under any Primary Insurance Policy
      or
      PMI Policy, the Company or the related Servicer, as applicable, shall deliver
      to
      the Custodian a Request for Release signed by a Servicing Officer requesting
      that possession of all of the Mortgage File be released to the Company or the
      related Servicer, as applicable, and certifying as to the reason for such
      release and that such release will not invalidate any insurance coverage
      provided in respect of the Mortgage Loan under any of the Insurance Policies.
      Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File
      to
      the Company or the related Servicer, as applicable. The Company or the related
      Servicer, as applicable, shall cause each Mortgage File or any document therein
      so released to be returned to the Custodian when the need therefore by the
      Company or the related Servicer, as applicable, no longer exists, unless (i)
      the
      Mortgage Loan has been liquidated and the Liquidation Proceeds relating to
      the
      Mortgage Loan have been deposited in the Master Servicer Collection Account
      or
      the Distribution Account or (ii) the Mortgage File or such document has been
      delivered to an attorney, or to a public trustee or other public official as
      required by law, for purposes of initiating or pursuing legal action or other
      proceedings for the foreclosure of the Mortgaged Property either judicially
      or
      non-judicially, and the Company or the related Servicer, as applicable, has
      delivered to the Custodian a certificate of a Servicing Officer certifying
      as to
      the name and address of the Person to which such Mortgage File or such document
      was delivered and the purpose or purposes of such delivery.

     

    At
      any
      time that the Company or the related Servicer is required to deliver to the
      Custodian a Request for Release, the Company or the related Servicer, as
      applicable, shall deliver two copies of the Request for Release if delivered
      in
      hard copy or the Company or the related Servicer, as applicable, may furnish
      such Request for Release electronically to the Custodian, in which event the
      Servicing Officer transmitting the same shall be deemed to have signed the
      Request for Release. In connection with any Request for Release of a Mortgage
      File because of a repurchase of a Mortgage Loan, such Request for Release shall
      be accompanied by an assignment of mortgage, without recourse, representation
      or
      warranty from the Trustee to the Seller (unless such Mortgage Loan is a MOM
      Loan) and the related Mortgage Note shall be endorsed without recourse,
      representation or warranty by the Trustee (unless such Mortgage Loans is
      registered on the MERS System) and be returned to the Seller. In connection
      with
      any Request for Release of a Mortgage File because of the payment in full of
      a
      Mortgage Loan, such Request for Release shall be accompanied by a certificate
      of
      satisfaction or other similar instrument to be executed by or on behalf of
      the
      Trustee and returned to the Company or the related Servicer, as
      applicable.

     

    Section
      2.6.  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 in accordance with the terms and provisions of the Pooling
      and
      Servicing Agreement, the Master Servicer, to the extent provided in the Pooling
      and Servicing Agreement or the related Servicing Agreement, shall cause the
      Company or the related Servicer, as applicable, to 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 and in the
      Pooling and Servicing Agreement. Except upon compliance with the provisions
      of
      Section 2.5 of this Agreement, no Mortgage Note, Mortgage or Mortgage File
      shall
      be delivered by the Custodian to the Company, the Depositor, any Servicer 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 Certificates with the same rights it would have if it were not
      Custodian.

     

    Section
      3.3.  Master
      Servicer to Pay Custodian’s Fees and Expenses.
      The
      Master Servicer 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, and the Master Servicer will pay or reimburse the
      Custodian upon its request for all reasonable expenses, disbursements and
      advances incurred or made by the Custodian in accordance with any of the
      provisions of this Agreement (including the reasonable compensation and the
      expenses and disbursements of its counsel and of all persons not regularly
      in
      its employ), except any such expense, disbursement or advance as may arise
      from
      its negligence or bad faith or to the extent that such cost or expense is
      indemnified by the Depositor pursuant to the Pooling and Servicing
      Agreement.

     

    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 3.6 and shall be unaffiliated with the
      Servicers, the Company 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. 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.

     

    ARTICLE
      IV. 

    COMPLIANCE
      WITH REGULATION AB

     

    Section
      4.1.  Intent
      of
      the parties; Reasonableness. The parties hereto acknowledge and agree that
      the
      purpose of this Article IV is to facilitate compliance by the Depositor with
      the
      provisions of Regulation AB and related rules and regulations of the Commission.
      The Depositor shall not exercise its right to request delivery of information
      or
      other performance under these provisions other than in good faith, or for
      purposes other than compliance with the Securities Act, the Exchange Act and
      the
      rules and regulations of the Commission under the Securities Act and the
      Exchange Act. Each of the parties hereto acknowledges that interpretations
      of
      the requirements of Regulation AB may change over time, whether due to
      interpretive guidance provided by the Commission or its staff, consensus among
      participants in the mortgage-backed securities markets, advice of counsel,
      or
      otherwise, and agrees to comply with requests made by the Depositor in good
      faith for delivery of information under these provisions on the basis of
      evolving interpretations of Regulation AB to the extent reasonably practicable.
      The Custodian shall cooperate reasonably with the Depositor to deliver to the
      Depositor (including any of its assignees or designees), any and all disclosure,
      statements, reports, certifications, records and any other information necessary
      in the reasonable, good faith determination of the Depositor to permit the
      Depositor to comply with the provisions of Regulation AB.

     

    Section
      4.2.  Additional
      Representations and Warranties of the Custodian.

     

    (a)  The
      Custodian hereby represents and warrants that the information set forth in
      the
      Prospectus Supplement under the caption "Description of the Certificates -
      The
      Custodian" (the "Custodian Disclosure") does not contain any untrue statement
      of
      a material fact or omit to state a material fact required to be stated therein
      or necessary in order to make the statements therein, in the light of the
      circumstances under which they were made, not misleading.

     

    (b)  The
      Custodian shall be deemed to represent to the Depositor as of the date hereof
      and on each date on which information is provided to the Depositor under Section
      4.3 that, except as disclosed in writing to the Depositor prior to such date:
      (i) there are no aspects of its financial condition that could have a material
      adverse effect on the performance by it of its Custodian obligations under
      this
      Agreement or any other Securitization Transaction as to which it is the
      custodian; (ii) there are no material legal or governmental proceedings pending
      (or known to be contemplated) against it; and (iii) there are no affiliations,
      relationships or transactions relating to the Custodian with respect to the
      Depositor or any sponsor, issuing entity, servicer, trustee, originator,
      significant obligor, enhancement or support provider or other material
      transaction party (as such terms are used in Regulation AB) relating to the
      Securitization Transaction contemplated by the Agreement, as identified by
      the
      Depositor to the Custodian in writing as of the Closing Date (each, a
      "Transaction Party").

     

    (c)  If
      so
      requested by the Depositor on any date following the Closing Date, the Custodian
      shall, within five Business Days following such request, confirm in writing
      the
      accuracy of the representations and warranties set forth in paragraph (a) of
      this Section or, if any such representation and warranty is not accurate as
      of
      the date of such confirmation, provide reasonably adequate disclosure of the
      pertinent facts, in writing, to the requesting party. Any such request from
      the
      Depositor shall not be given more than once each calendar quarter, unless the
      Depositor shall have a reasonable basis for a determination that any of the
      representations and warranties may not be accurate.

     

    Section
      4.3.  Additional
      Information to Be Provided by the Custodian. For so long as the Certificates
      are
      outstanding, for the purpose of satisfying the Depositor 's reporting obligation
      under the Exchange Act with respect to any class of Certificates, the Custodian
      shall (a) notify the Depositor in writing of any material litigation or
      governmental proceedings pending against the Custodian that would be material
      to
      Certificateholders, and (b) provide to the Depositor a written description
      of
      such proceedings. Any notices and descriptions required under this Section
      4.3
      shall be given no later than five Business Days prior to the Determination
      Date
      following the month in which the Custodian has knowledge of the occurrence
      of
      the relevant event. As of the date the Depositor or Master Servicer files each
      Report on Form 10-D or Form 10-K with respect to the Certificates, the Custodian
      will be deemed to represent that any information previously provided under
      this
      Section 4.3, if any, is materially correct and does not have any material
      omissions unless the Custodian has provided an update to such
      information.

     

    Section
      4.4.  Report
      on
      Assessment of Compliance and Attestation. On or before March 15 of each calendar
      year, the Custodian shall:

     

    (a)  deliver
      to the Master Servicer, the Depositor and the Securities Administrator a report
      (in form and substance reasonably satisfactory to the Depositor) regarding
      the
      Custodian’s assessment of compliance with the Servicing Criteria during the
      immediately preceding calendar year, as required under Rules 13a-18 and 15d-18
      of the Exchange Act and Item 1122 of Regulation AB. Such report shall be
      addressed to the Master Servicer, the Depositor and the Securities Administrator
      and signed by an authorized officer of the Custodian, and shall address each
      of
      the Servicing Criteria specified on a certification substantially in the form
      of
      Exhibit Four attached hereto; and

     

    (b)  deliver
      to the Master Servicer, the Depositor and the Securities Administrator a report
      of a registered public accounting firm reasonably acceptable to the Depositor
      that attests to, and reports on, the assessment of compliance made by the
      Custodian and delivered pursuant to the preceding paragraph. Such attestation
      shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X
      under
      the Securities Act and the Exchange Act.

     

    Section
      4.5.  Indemnification;
      Remedies.

     

    (a)  The
      Custodian shall indemnify the Depositor, each affiliate of the Depositor, EMC
      and each broker dealer acting as underwriter, placement agent or initial
      purchaser of the Certificates or each Person who controls any of such parties
      (within the meaning of Section 15 of the Securities Act and Section 20 of the
      Exchange Act); and the respective present and former directors, officers,
      employees and agents of each of the foregoing, and shall hold each of them
      harmless from and against any losses, damages, penalties, fines, forfeitures,
      legal fees and expenses and related costs, judgments, and any other costs,
      fees
      and expenses that any of them may sustain arising out of or based
      upon:

     

    (i) (A)
      any
      untrue statement of a material fact contained or alleged to be contained in
      the
      Custodian Disclosure and any information, report, certification, accountants’
attestation or other material provided under this Article IV by or on behalf
      of
      the Custodian (collectively, the “Custodian Information”), or (B) the omission
      or alleged omission to state in the Custodian Information a material fact
      required to be stated in the Custodian Information or necessary in order to
      make
      the statements therein, in the light of the circumstances under which they
      were
      made, not misleading; or

     

    (ii) any
      failure by the Custodian to deliver any information, report, certification,
      accountants’ attestation or other material when and as required under this
      Article IV.

     

    (iii) the
      negligence, bad faith or willful misconduct of the Custodian in the performance
      of its obligations under this Article IV. 

     

    (b)  In
      the
      case of any failure of performance described in clause (ii) of Section 4.5(a),
      the Custodian shall promptly reimburse the Depositor for all costs reasonably
      incurred by the Depositor in order to obtain the information, report,
      certification, accountants’ letter or other material not delivered as required
      by the Custodian.

     

    (c)  In
      no
      event shall the Custodian or its directors, officers, and employees be liable
      for any special, indirect or consequential damages 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.

     

    This
      indemnification shall survive the termination of this Agreement or the
      termination of the Custodian. 

     

    ARTICLE
      V.

    MISCELLANEOUS
      PROVISIONS

     

    Section
      5.1.  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
      5.2.  [Reserved].

     

    Section
      5.3.  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
      5.4.  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
      5.5.  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
      5.6.  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 Follows]

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, this Agreement is executed as of the date first above
      written.

     

    


    
      	
              Address:

              One
                Federal Street, 3rd
                Floor

              Boston,
                MA 02110

              Attention:
                BSABS
                I 2006-AC4

              Telecopy:
                (617) 603-6638

              Confirmation:

            	
              U.S.
                BANK NATIONAL ASSOCIATION, not individually but solely as
                Trustee

              By:____________________________________________

              Name: 

              Title: 

            
	 	 
	
              Address:

              383
                Madison Avenue

              New
                York, New York 10179

            	
              BEAR
                STEARNS ASSET BACKED SECURITIES I LLC

              By:____________________________________________

              Name:  

              Title: 

            
	 	 
	
              Address:

              2780
                Lake Vista Drive, 

              Lewisville,
                Texas 75067

            	
              EMC
                MORTGAGE CORPORATION

              By:____________________________________________

              Name: 

              Title: 

            
	 	 
	
              Address:

              9062
                Old Annapolis Road

              Columbia,
                Maryland 21045

            	
              WELLS
                FARGO BANK,

              NATIONAL
                ASSOCIATION,

              as
                Master Servicer

               

              By:____________________________________________

              Name: 

              Title: 

            
	 	 
	
              Address:

              1015
                10th Avenue S.E.

              Minneapolis,
                Minnesota 55414-0031

            	
              WELLS
                FARGO BANK,

              NATIONAL
                ASSOCIATION, as Custodian

               

              By:____________________________________________

              Name: 

              Title: 

            
	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    
      	
              STATE
                OF MASSACHUSETTS

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF SUFFOLK

            	
              )

            	 


    

    
    

    On
      the
      30th
      day of
      June 2006 before me, a notary public in and for said State, personally appeared
      ___________________, known to me to be a(n) ___________________ of U.S. Bank
      National Association, a national banking 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]

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

    


     

    On
      the
      30th
      day of
      June 2006 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]

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    
      	
              STATE
                OF TEXAS

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF DALLAS

            	
              )

            	 


    

    


     

    On
      the
      30th
      day of
      June 2006 before me, a notary public in and for said State, personally appeared
      _____________________, known to me to be an authorized representative 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]

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    
      	
              STATE
                OF MARYLAND

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF HOWARD

            	
              )

            	 


    

    


     

    On
      the
      30th
      day of
      June 2006 before me, a notary public in and for said State, personally appeared
      _____________________, known to me to be a(n) _____________________ of Wells
      Fargo Bank, National Association, a national banking 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]

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    
      	
              STATE
                OF MINNESOTA

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF___________

            	
              )

            	 


    

    


     

    On
      the
      30th
      day of
      June 2006 before me, a notary public in and for said State, personally appeared
      ___________________, known to me to be a(n) _________________of Wells Fargo
      Bank, National Association, a national banking 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]

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      ONE

     

    FORM
      OF
      CUSTODIAN INITIAL CERTIFICATION

     

                        June
      30,
      2006

     

    U.S.
      Bank
      National Association

    One
      Federal Street, 3rd
      Floor

    Boston,
      MA 02110

     

    EMC
      Mortgage Corporation

    2780
      Lake
      Vista Drive, 

    Lewisville,
      Texas 75067

     

    Attention:
      Bear Stearns Asset Backed Securities I LLC, Series 2006-AC4

     

    
      	
              Re:

            	
              Custodial
                Agreement, dated as of June 30, 2006, by and among U.S. Bank National
                Association, Wells Fargo Bank, National Association, Bear Stearns
                Asset
                Backed Securities I LLC and EMC Mortgage Corporation relating to
                Bear
                Stearns Asset Backed Securities I Trust 2006-AC4, Asset-Backed
                Certificates, Series 2006-AC4

            


    

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.3(a) of the above-captioned Custodial Agreement,
      and
      subject to Section 2.02(a) of the Pooling and Servicing Agreement, the
      undersigned, as Custodian, hereby certifies that it has received a Mortgage
      File
      (which contains an original Mortgage Note or lost note affidavit) to the extent
      required in Section 2.01 of the Pooling and Servicing Agreement with respect
      to
      each Mortgage Loan listed in 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.

     

    
      	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    


     

    


    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

     

    (PROVIDED
      UPON REQUEST)

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     


    EXHIBIT
      TWO

     

    FORM
      OF
      CUSTODIAN INTERIM CERTIFICATION

     

                        [DATE]

     

    U.S.
      Bank
      National Association

    One
      Federal Street, 3rd
      Floor

    Boston,
      MA 02110

     

    EMC
      Mortgage Corporation

    2780
      Lake
      Vista Drive, 

    Lewisville,
      Texas 75067

     

    Attention:
      Bear Stearns Asset Backed Securities I LLC, Series 2006-AC4

     

    
      	
              Re:

            	
              Custodial
                Agreement, dated as of June 30, 2006, by and among U.S. Bank National
                Association, Wells Fargo Bank, National Association, Bear Stearns
                Asset
                Backed Securities I LLC and EMC Mortgage Corporation relating to
                Bear
                Stearns Asset Backed Securities I Trust 2006-AC4, Asset-Backed
                Certificates, Series 2006-AC4

            


    

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.3(b) of the above-captioned Custodial Agreement and
      subject to Section 2.02(a) of the Pooling and Servicing Agreement, the
      undersigned, as Custodian, hereby certifies that it has received a Mortgage
      File
      to the extent required pursuant to Section 2.01 of the Pooling and Servicing
      Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
      Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
      and has determined that: all required 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.

     

    
      	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    SCHEDULE
      A

    


    (PROVIDED
      UPON REQUEST)

    


    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      THREE

     

    FORM
      OF
      CUSTODIAN FINAL CERTIFICATION

     

                            [DATE]

     

    U.S.
      Bank
      National Association

    One
      Federal Street, 3rd
      Floor

    Boston,
      MA 02110

     

    EMC
      Mortgage Corporation

    2780
      Lake
      Vista Drive, 

    Lewisville,
      Texas 75067

     

    Attention:
      Bear Stearns Asset Backed Securities I LLC, Series 2006-AC4

     

    
      	
              Re:

            	
              Custodial
                Agreement, dated as of June 30, 2006, by and among U.S. Bank National
                Association, Wells Fargo Bank, National Association, Bear Stearns
                Asset
                Backed Securities I LLC and EMC Mortgage Corporation relating to
                Bear
                Stearns Asset Backed Securities I Trust 2006-AC4, Asset-Backed
                Certificates, Series 2006-AC4 

            


    

    


    In
      accordance with Section 2.3(c) of the above-captioned Custodial
      Agreement

    and,
      subject to Section 2.02(b) of the Pooling and Servicing Agreement, the
      undersigned, as Custodian, hereby certifies that it has received a Mortgage
      File
      to the extent required pursuant to Section 2.01 of the Pooling and Servicing
      Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
      Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
      and has determined that: all required 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 or in the Pooling and Servicing
      Agreement, as applicable.

     

    
      	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    SCHEDULE
      A

    


    (PROVIDED
      UPON REQUEST)

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      FOUR

    


    SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

    


    The
      assessment of compliance to be delivered by the Custodian shall address, at
      a
      minimum, the criteria identified below as “Applicable Servicing
      Criteria”:

    


    
      	
               

              Servicing
                Criteria

            	
              Applicable

              Servicing
                Criteria

            
	
              Reference

            	
              Criteria

            	 
	 	
              General
                Servicing Considerations

            	 
	
               

               

              1122(d)(1)(i)

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

            	 
	
               

               

              1122(d)(1)(ii)

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

            	 
	
               

              1122(d)(1)(iii)

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

            	 
	
               

               

               

              1122(d)(1)(iv)

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

            	 
	 	
               

              Cash
                Collection and Administration

            	 
	
               

               

               

              1122(d)(2)(i)

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

            	 
	
               

              1122(d)(2)(ii)

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

            	 
	
               

               

               

              1122(d)(2)(iii)

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

            	 
	
               

               

               

              1122(d)(2)(iv)

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

            	 
	
               

               

               

               

               

              1122(d)(2)(v)

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

            	 
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	 
	
               

               

               

               

               

               

               

               

               

              1122(d)(2)(vii)

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

            	 
	
               

               

              1122(d)(3)(ii)

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

            	 
	
               

               

              1122(d)(3)(iii)

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

            	 
	
               

               

              1122(d)(3)(iv)

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

            	 
	 	
               

              Pool
                Asset Administration

            	 
	
               

              1122(d)(4)(i)

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

            	
              √

            
	
               

              1122(d)(4)(ii)

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

            	
              √

            
	
               

               

              1122(d)(4)(iii)

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

            	 
	
               

               

               

               

               

              1122(d)(4)(iv)

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

            	 
	
               

              1122(d)(4)(v)

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

            	 
	
               

               

               

              1122(d)(4)(vi)

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

            	 
	
               

               

               

               

              1122(d)(4)(vii)

            	
              Loss
                mitigation of recovery actions (e.g., forbearance plans, modifications
                and
                deed 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
                documents.

            	 
	
               

               

               

               

               

               

               

              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                pool
                asset is delinquent in accordance with the transaction agreements.,
                Such
                records are maintained in 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 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 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 3- calendar
                days of full repayment of the related pool asset, or such other number
                of
                days specified in the transaction agreements.

            	 
	
               

               

               

               

               

              1122(d)(4)(xi)

            	
              Payments
                made on behalf of an obligor (such as tax ore 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 service at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements.

            	 
	
               

               

               

              1122(d)(4)(xii)

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

            	 
	
              1122(d)(4)(xiii)

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

            	 
	
              1122(d)(4)(xiv)

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

            	 
	
              1122(d)(4)(xv)

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

            	 


    

    


    


     

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      K

    


    FORM
      OF BACK-UP CERTIFICATION
      TO FORM 10-K CERTIFICATE

     

    The
      [     ] agreement dated as
      of [    
],
      200[   ] (the “Agreement”), among [IDENTIFY PARTIES]

    


    I,
      ________________________________, the _______________________ of [NAME OF
      COMPANY], certify to [the Purchaser], [the Depositor], and the [Master Servicer]
      [Trustee], and their officers, with the knowledge and intent that they will
      rely
      upon this certification, that:

     

    (1) I
      have
      reviewed the servicer compliance statement of the Company provided in accordance
      with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
      assessment of the Company’s compliance with the servicing criteria set forth in
      Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
      with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
      (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
      Assessment”), the registered public accounting firm’s attestation report
      provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
      and
      Section 1122(b) of Regulation AB (the “Attestation
      Report”), and all servicing reports, officer’s certificates and other
      information relating to the servicing of the Mortgage Loans by the Company
      during 200[ ] that were delivered by the Company to the [Depositor] [Master
      Servicer] [Trustee] pursuant to the Agreement (collectively, the “Company
      Servicing Information”);

     

    (2) Based
      on
      my knowledge, the Company Servicing Information, taken as a whole, does not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in the light of the circumstances under
      which such statements were made, not misleading with respect to the period
      of
      time covered by the Company Servicing Information;

     

    (3) Based
      on
      my knowledge, all of the Company Servicing Information required to be provided
      by the Company under the Agreement has been provided to the [Depositor] [Master
      Servicer] [Trustee];

     

    (4) I
      am
      responsible for reviewing the activities performed by the Company as servicer
      under the Agreement, and based on my knowledge and the compliance review
      conducted in preparing the Compliance Statement and except as disclosed in
      the
      Compliance Statement, the Servicing Assessment or the Attestation Report, the
      Company has fulfilled its obligations under the Agreement in all material
      respects; and

     

    (5) The
      Compliance Statement required to be delivered by the Company pursuant to the
      Agreement, and the Servicing Assessment and Attestation Report required to
      be
      provided by the Company and by any Subservicer or Subcontractor pursuant to
      the
      Agreement, have been provided to the [Depositor] [Master Servicer]. Any material
      instances of noncompliance described in such reports have been disclosed to
      the
      [Depositor] [Master Servicer]. Any material instance of noncompliance with
      the
      Servicing Criteria has been disclosed in such reports.

     

     

    


    
      	 
	
              Date:

            	 
	
               

              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      L

    


    FORM
      OF
      MORTGAGE LOAN PURCHASE AGREEMENT

    


    MORTGAGE
      LOAN PURCHASE AGREEMENT, dated as of June 30, 2006, as amended and supplemented
      by any and all amendments hereto (collectively, “this
      Agreement”),
      by
      and between EMC MORTGAGE CORPORATION, a Delaware corporation (“EMC”
or
      the
“Mortgage
      Loan Seller”),
      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, the Mortgage Loan Seller
      agrees to sell, and the Purchaser agrees to purchase, certain conventional,
      fixed rate, first 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 2006-AC4, Asset-Backed
      Certificates, Series 2006-AC4 (the “Certificates”),
      under
      a pooling and servicing agreement, to be dated as of June 1, 2006 (the
“Pooling
      and Servicing Agreement”),
      among
      the Purchaser, as depositor, the Mortgage Loan Seller, as seller and company,
      Wells Fargo Bank, National Association, as master servicer (the “Master
      Servicer”)
      and as
      securities administrator (the “Securities Administrator”), and U.S. 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 333-131374) 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 June 28, 2006, to the Prospectus, dated June 7,
      2006, relating to certain classes of the Certificates. With respect to the
      Public Offering of certain classes of the Certificates, the Purchaser and Bear,
      Stearns & Co. Inc. (“Bear
      Stearns”)
      have
      entered into a terms agreement, dated as of June 19, 2006, to an underwriting
      agreement, dated April 13, 2006, between the Purchaser and Bear Stearns
      (together, the “Underwriting
      Agreement”).

     

    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:
      Cash in
      an amount equal to $            
      *             
      (plus
      $        *       
      in
      accrued interest), and the Retained Certificates.

     

    Bear
      Stearns:
      Bear,
      Stearns & Co. Inc.

     

    Closing
      Date:
      June
      30, 2006.

     

    Custodial
      Agreement:
      An
      agreement, dated as of June 30, 2006 among the Depositor, the Mortgage Loan
      Seller, the Trustee, the Master Servicer, the Securities Administrator and
      the
      Custodian.

     

    Cut-off
      Date Balance:
      Shall
      mean $363,151,281.98.

     

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

     

    Due
      Date:
      With
      respect to each Mortgage Loan, the date in each month on which its scheduled
      payment is due, as set forth in the related Mortgage Note.

     

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

     

    MERS®
      System:
      The
      system of recording transfers of Mortgages electronically maintained by
      MERS.

     

    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.

     

    Moody’s:
      Moody’s
      Investors Service, Inc., or its successors in interest.

     

    Mortgage:
      The
      mortgage or deed of trust creating a first lien on an interest 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 therein.

     

    Mortgagor:
      The
      obligor(s) on a Mortgage Note.

     

    Net
      Mortgage Rate:
      For
      each Mortgage Loan, the Mortgage Rate for such Mortgage Loan less (i) the Master
      Servicing Fee Rate, (ii) the Servicing Fee Rate and (ii) the rate at which
      the
      LPMI Fee is calculated, if applicable.

    
      

      
        * Please
          contact Bear Stearns for pricing information.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

    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 Mortgage Loan
      Seller 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
      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.

     

    Transaction
      Documents:
      This Agreement, the Pooling and Servicing Agreement, the Custodial Agreement
      and
      the Underwriting Agreement.

     

    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.

     

    Wells
      Fargo:
      Wells
      Fargo Bank, National Association.

     

    SECTION
      2.  Purchase
      and Sale of the Mortgage Loans and Related Rights.
      

     

    (a)  Upon
      satisfaction of the conditions set forth in Section 10 hereof, the Mortgage
      Loan
      Seller agrees to sell, and the Purchaser agrees to purchase Mortgage Loans
      sold
      by the Mortgage Loan Seller having an aggregate outstanding principal balance
      as
      of the Cut-off Date equal to the related 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 10 hereof, on the Closing
      Date, the Purchaser shall pay to the Mortgage Loan Seller the Acquisition Price
      for the Mortgage Loans sold by the Mortgage Loan Seller in immediately available
      funds by wire transfer to such account or accounts as shall be designated by
      the
      Mortgage Loan Seller.

     

    (d)  In
      addition to the foregoing, on the Closing Date the Mortgage Loan Seller assigns
      to the Purchaser all of its right, title and interest in the Servicing
      Agreements.

     

    SECTION
      3.  Mortgage
      Loan Schedules.
      The
      Mortgage Loan Seller 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 Mortgage
      Loan Seller. If there are changes to the Preliminary Mortgage Loan Schedule,
      the
      Mortgage Loan Seller 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 the 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 Mortgage
      Loan Seller 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. The Mortgage Loan Seller will be entitled
      to all scheduled payments of principal and interest on the Mortgage Loans 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 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, the 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 the Mortgage Loan Seller (each of the Closing
      Date and such later date is referred to as a “Mortgage
      File Delivery Date”),
      the
      items of each Mortgage File, provided,
      however,
      that in
      lieu of the foregoing, the 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 Mortgage Loan Seller may
      deliver a true copy thereof with a certification by the 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 the Mortgage Loan Seller or the
      Master Servicer to such effect), the 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
      Mortgage Loan Seller may deliver lost note affidavits and indemnities of the
      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, the Mortgage Loan Seller, in lieu of delivering the above
      documents, may deliver to the Trustee a certification by the Mortgage Loan
      Seller or the Master Servicer to such effect. The 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 Mortgage Loan Seller 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®
System, the Mortgage Loan Seller further agrees that it will cause, at the
      Mortgage Loan Seller’s own expense, within 30 days after the Closing Date, the
      MERS® System to indicate that such Mortgage Loans have been assigned by the
      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 Mortgage Loan Seller further agrees that it will not, and
      will not permit any 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 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)  The
      Mortgage Loan Seller and the Purchaser acknowledge hereunder that all of the
      Mortgage Loans and the related servicing, will ultimately be assigned to U.S.
      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, the Mortgage Loan Seller will have
      made
      the Mortgage Files available to the Purchaser or its agent for examination
      which
      may be at the offices of the Trustee or the Mortgage Loan Seller and/or the
      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
      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, the Mortgage Loan Seller shall make the Mortgage
      Files available to the Purchaser or its agent from time to time so as to permit
      the Purchaser to confirm the 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, the 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 Mortgage Files available to the
      Purchaser, Bear Stearns and to such investors or prospective investors (which
      may be at the offices of the Mortgage Loan Seller and/or the Mortgage Loan
      Seller’s custodian) and to make available personnel knowledgeable about the
      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 Mortgage Loan Seller 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 Mortgage Loan Seller 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 Mortgage Loan Seller 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 Mortgage Loan Seller
      of
      such Material Defect. The Mortgage Loan Seller (on its own behalf as a Mortgage
      Loan Seller) shall correct or cure any such Material Defect within 90 days
      from
      the date of notice from the Trustee of the Material Defect and if the Mortgage
      Loan Seller 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 Mortgage Loan Seller 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 Mortgage Loan Seller 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 Mortgage Loan Seller
      shall not be required to purchase such Mortgage Loan if the Mortgage Loan Seller
      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 Mortgage Loan Seller 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 Mortgage Loan
      Seller shall instead deliver a recording receipt of such recording office or,
      if
      such receipt is not available, a certificate of Mortgage Loan Seller or a
      Servicing Officer confirming that such documents have been accepted for
      recording, and delivery to the Trustee shall be effected by the Mortgage Loan
      Seller within thirty days of its receipt of the original recorded
      document.

     

    (e)  At
      the
      time of any substitution, the Mortgage Loan Seller 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 Mortgage Loan Seller 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 Mortgage Loan Seller title to
      such Deleted Mortgage Loan.

     

    SECTION
      6.  Recordation
      of Assignments of Mortgage.

     

    (a)  The
      Mortgage Loan Seller will, promptly after the Closing Date, cause each Mortgage
      and each assignment of Mortgage from the Mortgage Loan Seller 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
      Mortgage Loan Seller 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 Mortgage Loan 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; provided,
      however,
      notwithstanding the delivery of any Opinion of Counsel, each assignment of
      Mortgage shall be submitted for recording by the Mortgage Loan Seller 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 a Company Default, (iii) the occurrence of a bankruptcy,
      insolvency or foreclosure relating to the Mortgage Loan Seller under the Pooling
      and Servicing Agreement, (iv) the occurrence of a servicing transfer as
      described in Section 9.05 of the Pooling and Servicing Agreement or an
      assignment of the servicing as described in Section 8.05(b) 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 Mortgage
      Loan Seller 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 Mortgage Loan
      Seller.

     

    (b)  It
      is the
      express intent of the parties hereto that the conveyance of the Mortgage Loans
      by the 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 the Mortgage
      Loan Seller to the Purchaser to secure a debt or other obligation of the
      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 the 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 the Mortgage Loan Seller to the
      Purchaser of a security interest in all of the 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 Mortgage Loan Seller 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 Mortgage Loan Seller Concerning the Mortgage
      Loans.
      The
      Mortgage Loan Seller 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 being sold by it, that:

     

    (a)  The
      information set forth in the Mortgage Loan Schedule hereto is true and correct
      in all material respects.

     

    (b)  Immediately
      prior to the transfer to the Purchaser, the Mortgage Loan Seller was the sole
      owner of beneficial title and holder of each Mortgage and Mortgage Note relating
      to the Mortgage Loans and is conveying the same free and clear of any and all
      liens, claims, encumbrances, participation interests, equities, pledges, charges
      or security interests of any nature and the Mortgage Loan Seller has full right
      and authority to sell or assign the same pursuant to this
      Agreement.

     

    (c)  Each
      Mortgage Loan at the time it was made complied in all material respects with
      all
      applicable federal, state and local laws and regulations, including, without
      limitation, usury, equal credit opportunity, disclosure and recording laws
      and
      all applicable predatory, abusive and fair lending laws; and each Mortgage
      Loan
      has been serviced in all material respects in accordance with all applicable
      laws and regulations, including, without limitation, usury, equal credit
      opportunity, disclosure and recording laws and all applicable anti-predatory
      lending laws and the terms of the related Mortgage Note, the Mortgage and other
      loan documents.

     

    (d)  There
      is
      no monetary default existing under any Mortgage or the related Mortgage Note
      and
      there is no material event which, with the passage of time or with notice and
      the expiration of any grace or cure period, would constitute a default, breach
      or event of acceleration; and neither the Mortgage Loan Seller, any of its
      affiliates nor any servicer of any related Mortgage Loan has taken any action
      to
      waive any default, breach or event of acceleration; and no foreclosure action
      is
      threatened or has been commenced with respect to the Mortgage Loan.

     

    (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, (i) if required by
      law
      in the jurisdiction where the Mortgaged Property is located, or (ii) to protect
      the interests of the Trustee on behalf of the Certificateholders.

     

    (f)  No
      selection procedure reasonably believed by the Mortgage Loan Seller to be
      adverse to the interests of the Certificateholders was utilized in selecting
      the
      Mortgage Loans.

     

    (g)  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.

     

    (h)  There
      is
      no mechanics’ lien or claim for work, labor or material affecting the premises
      subject to any Mortgage which is or may be a lien prior to, or equal with,
      the
      lien of such Mortgage except those which are insured against by the title
      insurance policy referred to in clause (m) below.

     

    (i)  There
      was
      no delinquent tax or assessment lien against the property subject to any
      Mortgage, except where such lien was being contested in good faith and a stay
      had been granted against levying on the property.

     

    (j)  There
      is
      no valid offset, defense or counterclaim to any Mortgage Note or Mortgage,
      including the obligation of the Mortgagor to pay the unpaid principal and
      interest on such Mortgage Note.

     

    (k)  The
      physical property subject to any Mortgage is free of material damage and is
      in
      good repair and there is no proceeding pending or threatened for the total
      or
      partial condemnation of any Mortgaged Property.

     

    (l)  The
      Mortgaged Property and all improvements thereon comply with all requirements
      of
      any applicable zoning and subdivision laws and ordinances.

     

    (m)  A
      lender’s title insurance policy (on an ALTA or CLTA form) or binder, or other
      assurance of title customary in the relevant jurisdiction therefor in a form
      acceptable to Fannie Mae or Freddie Mac, was issued on the date that each
      Mortgage Loan was created by a title insurance company which, to the best of
      the
      Mortgage Loan Seller’s knowledge, was qualified to do business in the
      jurisdiction where the related Mortgaged Property is located, insuring the
      Mortgage Loan Seller and its successors and assigns that the Mortgage is a
      first
      priority lien on the related Mortgaged Property in the original principal amount
      of the Mortgage Loan. The Mortgage Loan Seller is the sole insured under such
      lender’s title insurance policy, and such policy, binder or assurance is valid
      and remains in full force and effect, and each such policy, binder or assurance
      shall contain all applicable endorsements including a negative amortization
      endorsement, if applicable.

     

    (n)  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. 

     

    (o)  The
      improvements on each Mortgaged Property securing a Mortgage Loan are insured
      (by
      an insurer which is acceptable to the Mortgage Loan Seller) against loss by
      fire
      and such hazards as are covered under a standard extended coverage endorsement
      in the locale in which the Mortgaged Property is located, in an amount which
      is
      not less than the lesser of the maximum insurable value of the improvements
      securing such Mortgage Loan or the outstanding principal balance of the Mortgage
      Loan, but in no event in an amount less than an amount that is required to
      prevent the Mortgagor from being deemed to be a co-insurer thereunder; if the
      improvement on the Mortgaged Property is a condominium unit, it is included
      under the coverage afforded by a blanket policy for the condominium project;
      if
      upon origination of the related Mortgage Loan, the improvements on the Mortgaged
      Property were in an area identified as a federally designated flood area, a
      flood insurance policy is in effect in an amount representing coverage not
      less
      than the least of (i) the outstanding principal balance of the Mortgage Loan,
      (ii) the restorable cost of improvements located on such Mortgaged Property
      or
      (iii) the maximum coverage available under federal law; and each Mortgage
      obligates the Mortgagor thereunder to maintain the insurance referred to above
      at the Mortgagor’s cost and expense.

     

    (p)  Each
      Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
      the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6),
      (7)
      and (9) without reliance on the provisions of Treasury Regulation Section
      1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other
      provision that would allow a Mortgage Loan to be treated as a “qualified
      mortgage” notwithstanding its failure to meet the requirements of Section
      860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2),
      (4), (5), (6), (7) and (9).

     

    (q)  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, as
      amended or (b) “high cost home,” “covered” (excluding home loans defined as
“covered home loans” in the New Jersey Home
      Ownership Security Act of 2002 that were originated between November 26, 2003
      and July 7, 2004), “high risk home” or “predatory” loans under any applicable
      state, federal or local law (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).

     

    (r)  The
      information set forth in Schedule A of the Prospectus Supplement with respect
      to
      the Mortgage Loans
      is true
      and correct in all material respects.

     

    (s)  No
      Mortgage Loan (a) is a “high cost loan” or “covered loan” as applicable (as such
terms
      are
      defined in the then current Standard & Poor’s LEVELS® Glossary, which is now
      Version 5.6(d), Appendix E, attached hereto as Exhibit 6) or (b) was originated
      on or after October 1, 2002 through March 6, 2003 and is governed by the Georgia
      Fair Lending Act. 

     

    (t)  Each
      Mortgage Loan was originated in accordance with the underwriting guidelines
      of
      the related originator.

     

    (u)  Each
      original Mortgage has been recorded or is in the process of being recorded
      in
      accordance with the requirements of Section 2.01 of the Pooling and Servicing
      Agreement in the appropriate jurisdictions wherein such recordation is required
      to perfect the lien thereof for the benefit of the Trust Fund.

     

    (v)  The
      related Mortgage File contains each of the documents and instruments listed
      in
      Section 2.01 of the Pooling and Servicing Agreement, subject to any exceptions,
      substitutions and qualifications as are set forth in such Section.

     

    (w)  The
      Mortgage Loans are currently being serviced in accordance with accepted
      servicing practices.

     

    (x)  With
      respect to each Mortgage Loan that has a prepayment penalty feature, each such
      prepayment penalty is enforceable and will be enforced by the Mortgage Loan
      Seller and each prepayment penalty
      is
      permitted pursuant to federal, state and local law, provided
      that
      (i) no
      Mortgage Loan will impose a prepayment penalty for a term in excess of five
      years from the date such Mortgage Loan was originated and (ii) such prepayment
      penalty is at least equal to the lesser of (A) the maximum amount permitted
      under applicable law and (B) six months interest at the related Mortgage
      Interest Rate on the amount prepaid in excess of 20% of the original principal
      balance of such Mortgage Loan.

     

    (y)  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.

     

    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 Mortgage Loan Seller, the Purchaser or
      the
      Trustee of a breach of any representation or warranty of the Mortgage Loan
      Seller 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 Mortgage Loan Seller, or the date the Mortgage Loan
      Seller is notified by the party discovering or receiving notice of such breach
      (whichever occurs earlier), the Mortgage Loan Seller 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 (x) of this Section 7, then,
      in
      each case, in lieu of purchasing such Mortgage Loan from the Trust Fund at
      the
      Purchase Price, the Mortgage Loan Seller 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 Mortgage Loan Seller shall have no obligation to repurchase
      or
      substitute for such Mortgage Loan. The obligations of the Mortgage Loan Seller
      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 Mortgage Loan Seller to indemnify the Purchaser
      for such breach as set forth in and limited by Section 13 hereof.

     

    Any
      cause
      of action against the Mortgage Loan Seller or relating to or arising out of
      a
      breach by the Mortgage Loan Seller 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 Mortgage Loan Seller or notice thereof by the party discovering
      such breach and (ii) failure by the Mortgage Loan Seller 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 Mortgage Loan Seller.
      As of
      the date hereof and as of the Closing Date, the Mortgage Loan Seller represents
      and warrants to the Purchaser as to itself in the capacity indicated as
      follows:

     

    (a)  the
      Mortgage Loan Seller (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 Mortgage Loan
      Seller’s business as presently conducted or on the Mortgage Loan Seller’s
      ability to enter into this Agreement or any other Transaction Document to which
      it is a party and to consummate the transactions contemplated hereby or
      thereby;

     

    (b)  the
      Mortgage Loan Seller 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 or any other Transaction Document to which it is a
      party;

     

    (c)  the
      execution and delivery by the Mortgage Loan Seller of this Agreement and any
      other Transaction Document to which it is a party has been duly authorized
      by
      all necessary action on the part of the Mortgage Loan Seller; and neither the
      execution and delivery of this Agreement or any other Transaction Document
      to
      which it is a party, nor the consummation of the transactions herein or therein
      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 Mortgage Loan Seller or its properties or the charter
      or
      by-laws of the Mortgage Loan Seller, except those conflicts, breaches or
      defaults which would not reasonably be expected to have a material adverse
      effect on the Mortgage Loan Seller’s ability to enter into this Agreement or any
      other Transaction Document to which it is a party and to consummate the
      transactions contemplated hereby or thereby;

     

    (d)  the
      execution, delivery and performance by the Mortgage Loan Seller 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)  each
      of
      this Agreement and the other Transaction Document to which it is a party has
      been duly executed and delivered by the Mortgage Loan Seller and, assuming
      due
      authorization, execution and delivery by the Purchaser, constitutes a valid
      and
      binding obligation of the Mortgage Loan Seller 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 Mortgage
      Loan Seller, threatened against the Mortgage Loan Seller, before or by any
      court, administrative agency, arbitrator or governmental body (i) with respect
      to any of the transactions contemplated by this Agreement or any other
      Transaction Document to which it is a party or (ii) with respect to any other
      matter which in the judgment of the Mortgage Loan Seller could reasonably be
      expected to be determined adversely to the Mortgage Loan Seller and will if
      determined adversely to the Mortgage Loan Seller materially and adversely affect
      the Mortgage Loan Seller’s ability to perform its obligations under this
      Agreement or any other Transaction Document to which it is a party; and the
      Mortgage Loan Seller 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 Seller’s Information (as defined in Section 13(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 Seller 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 or any other Transaction Document to which it is a party and to
      consummate the transactions contemplated hereby or thereby;

     

    (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 or any other Transaction Document to which it is a party;

     

    (c)  the
      execution and delivery by the Purchaser of this Agreement or any other
      Transaction Document to which it is a party 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 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 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 or any
      other Transaction Document to which it is a party 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 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)  each
      of
      this Agreement and the other Transaction Documents to which it is a party has
      been duly executed and delivered by the Purchaser and, assuming due
      authorization, execution and delivery by the Mortgage Loan Seller, 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 and the other Transaction Documents to which
      it
      is a party or (ii) with respect to any other matter which in the judgment of
      the
      Purchaser will be determined adversely to the Purchaser and will if determined
      adversely to the Purchaser materially and adversely affect the Purchaser’s
      ability to perform its obligations under this Agreement and the other
      Transaction Documents to which it is a party; 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 the other Transaction Documents
      to which it is a party; and

     

    (g)  the
      Purchaser’s Information (as defined in Section 13(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.  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 the 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 the 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 any of the Transaction Documents;
      and the Purchaser shall have received certificates to that effect signed by
      authorized officers of the Mortgage Loan Seller.

     

    (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 Mortgage Loan Seller dated as of the Closing
      Date, in a form reasonably acceptable to the Purchaser, and attached thereto
      the
      resolutions of the Mortgage Loan Seller authorizing the transactions
      contemplated by this Agreement and the other Transaction Documents to which
      it
      is a party, together with copies of the articles of incorporation, by-laws
      and
      certificate of good standing of the Mortgage Loan Seller;

     

    (v)  One
      or
      more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in
      form and substance reasonably satisfactory to the Purchaser, the Trustee and
      each Rating Agency;

     

    (vi)  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

     

    (vii)  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)  The
      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 the 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 any of the Transaction Documents, and
      the Mortgage Loan Seller shall have received a certificate to that effect signed
      by an authorized officer of the Purchaser.

     

    (2)  The
      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 the
      Mortgage Loan Seller, duly executed by all signatories other than the 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 Mortgage Loan Seller, 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 and the other Transaction Documents to which
      it
      is a party, 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 the Mortgage Loan Seller 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
      11.  Fees
      and Expenses.
      Subject
      to Section 16 hereof, the Mortgage Loan Seller 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 Seller’s 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 Mortgage Loan Seller 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
      12.  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 Mortgage Loan Seller 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 Mortgage Loan Seller’s
      servicing portfolio is included in the Prospectus Supplement under the caption
      “Servicing of the Mortgage Loans—EMC—Delinquency and Foreclosure Experience of
      EMC,” a letter from the certified public accountant for the Mortgage Loan Seller
      will be delivered to the Purchaser dated the date of the Prospectus Supplement,
      in the form previously agreed to by the Mortgage Loan Seller and the Purchaser,
      with respect to such statistical information.

     

    SECTION
      13.  Indemnification.

     

    (a)  The
      Mortgage Loan Seller 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 any untrue statement of a material fact
      contained in the Mortgage
      Loan Seller’s Information
      as
      identified in Exhibit
      3,
      the
      omission to state in the Term Sheet Supplement, the Prospectus Supplement or
      Prospectus (or any amendment thereof or supplement thereto approved by the
      Mortgage Loan Seller and in which additional Mortgage Loan Seller’s Information
      is identified), in reliance upon and in conformity with Mortgage Loan Seller’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; and the Mortgage Loan Seller 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 Mortgage
      Loan Seller otherwise may have to the Purchaser or any other such indemnified
      party.

     

    (b)  The
      Purchaser shall indemnify and hold harmless the 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 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;  and the Purchaser shall reimburse the
      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 Seller, 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 13 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 13 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 13, 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 Seller 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
      14.  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 Mortgage Loan Seller shall be directed to EMC Mortgage Corporation,
      2780
      Lake Vista Drive, Lewisville, Texas 75067, (Telecopy: ((469)759-4714), 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
      15.  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 Seller, 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 11, 13
      and
      17 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 Seller shall be the cure,
      purchase or substitution obligations of the Mortgage Loan Seller contained
      in
      Sections 5 and 7 hereof.

     

    SECTION
      16.  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 10(a) hereof are not
      fulfilled as and when required to be fulfilled or (c) by the Mortgage Loan
      Seller, if the conditions to the Mortgage Loan Seller’s obligation to close set
      forth under Section 10(b) hereof are not fulfilled as and when required to
      be
      fulfilled. In the event of termination pursuant to clause (b), the Mortgage
      Loan
      Seller 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
      17.  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 Seller 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,
      the Mortgage Loan Seller’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
      18.  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
      19.  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
      20.  Amendment.
      This
      Agreement cannot be amended or modified in any manner without the prior written
      consent of each party.

     

    SECTION
      21.  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
      22.  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
      23.  Successors
      and Assigns.

     

    (a)  This
      Agreement shall bind and inure to the benefit of and be enforceable by the
      Mortgage Loan Seller and the Purchaser and their permitted successors and
      assigns and, to the extent specified in Section 13 hereof, Bear Stearns, and
      their directors, officers and controlling persons (within the meaning of federal
      securities laws). The Mortgage Loan Seller acknowledges and agrees that the
      Purchaser may assign its rights under this Agreement (including, without
      limitation, with respect to the Mortgage Loan Seller’s representations and
      warranties respecting the Mortgage Loans) to the Trustee. Any person into which
      the Mortgage Loan Seller may be merged or consolidated (or any person resulting
      from any merger or consolidation involving the Mortgage Loan Seller), any person
      resulting from a change in form of the Mortgage Loan Seller or any person
      succeeding to the business of the Mortgage Loan Seller, shall be considered
      the
“successor” of the 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
      24.  The
      Mortgage Loan Seller.
      The
      Mortgage Loan Seller 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
      25.  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
      26.  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]

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    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:

            	 


    

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    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 “U.S. Bank National Association”, as Trustee for
      certificateholders of Bear Stearns Asset Backed Securities I LLC Asset-Backed
      Certificates, Series 2006-AC4,” or to blank and showing to the extent available
      to the 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 “U.S. Bank National
      Association”, as Trustee for certificateholders of Bear Stearns Asset Backed
      Securities I LLC Asset-Backed Certificates, Series 2006-AC4,” 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 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 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
      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 I 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 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 Purchaser shall deliver such
      documents to the Trustee or its Custodian promptly after they are received.
      The
      Mortgage Loan 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 Mortgage Loan
      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 Mortgage Loan 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 Mortgage Loan Seller and its successors and
      assigns. In the event that the Mortgage Loan Seller, 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 Mortgage Loan Seller shall
      submit or cause to be submitted for recording as specified above or, should
      the
      Mortgage Loan 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 related 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.

     

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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:

     

    (a)  the
      city,
      state and zip code of the Mortgaged Property; 

    (b)  the
      property type;

    (c)  the
      Mortgage Interest Rate;

    (d)  the
      Servicing Fee Rate;

    (e)  the
      Master Servicer’s Fee Rate;

    (f)  the
      LPMI
      Fee, if applicable;

    (g)  the
      Trustee Fee Rate, if applicable;

    (h)  the
      Net
      Rate;

    (i)  the
      maturity date;

    (j)  the
      stated original term to maturity;

    (k)  the
      stated remaining term to maturity;

    (l)  the
      original Principal Balance;

    (m)  the
      first
      payment date;

    (n)  the
      principal and interest payment in effect as of the Cut-off Date;

    (o)  the
      unpaid Principal Balance as of the Cut-off Date;

    (p)  the
      Loan-to-Value Ratio at origination;

    (q)  the
      insurer of any Primary Mortgage Insurance Policy;

    (r)  the
      MIN
      with respect to each MOM Loan;

    (s)  the
      Gross
      Margin, if applicable;

    (t)  the
      next
      Adjustment Date, if applicable;

    (u)  the
      Maximum Lifetime Mortgage Rate, if applicable;

    (v)  the
      Minimum Lifetime Mortgage Rate, if applicable;

    (w)  the
      Periodic Rate Cap, if applicable; 

    (x)  the
      Loan
      Group, if applicable;

    (y)  a
      code
      indicating whether the Mortgage Loan is negatively amortizing;

    
      (z)     
        which
        Mortgage Loans adjust after an initial fixed-rate period of one, two, three,
        five, seven or ten years or any other period; 

    

    (aa)  the
      Prepayment Charge, if any;

    (bb)  lien
      position (e.g., first lien or second lien);

    (cc)  a
      code
      indicating whether the Mortgage Loan is has a balloon payment;

    (dd)  a
      code
      indicating whether the Mortgage Loan is an interest-only loan; 

    (ee)  the
      interest-only term, if applicable;

    (ff)  the
      Mortgage Loan Seller; and

    (gg)  the
      original amortization term.

    


    Such
      schedule also shall set forth for all of the Mortgage Loans, the total number
      of
      Mortgage Loans, the total of each of the amounts described under (n) and (j)
      above, the weighted average by principal balance as of the Cut-off Date of
      each
      of the rates described under (c) through (h) above, and the weighted average
      remaining term to maturity by unpaid principal balance as of the Cut-off
      Date.

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      3

    MORTGAGE
      LOAN SELLER’S INFORMATION

     

    All
      information in the Prospectus Supplement described under the following captions:
      “SUMMARY - The Mortgage Loans,” “THE MORTGAGE POOL,” “THE SPONSOR” and “SCHEDULE
      A - Mortgage Loan Statistical Data.”

     

    


     

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      4

    PURCHASER’S
      INFORMATION

     

    All
      information in the Prospectus Supplement and the Prospectus, except the Mortgage
      Loan Seller’s Information.

     

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      5

    SCHEDULE
      OF LOST NOTES

     

    Available
      Upon Request

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      6

     

    REVISED
      February 14, 2006

    


    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 

     

    
      	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending Law/Effective Date

            	
              Category
                under Applicable Anti-Predatory Lending Law

            
	
              Arkansas
                

            	
              Arkansas
                Home Loan Protection Act, Ark. Code Ann. §§ 23-53-101 et
                seq.
                

              Effective
                July 16, 2003 

            	
              High
                Cost Home Loan 

            
	
              Cleveland
                Heights, OH 

            	
              Ordinance
                No. 72-2003 (PSH), Mun. Code §§ 757.01 et
                seq.
                

              Effective
                June 2, 2003 

            	
              Covered
                Loan 

            
	
              Colorado
                

            	
              Consumer
                Equity Protection, Colo. Stat. Ann. §§ 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 

            	
              Covered
                Loan 

            
	
              Connecticut
                

            	
              Connecticut
                Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746
                et
                seq.
                

              Effective
                October 1, 2001 

            	
              High
                Cost Home Loan 

            
	
              District
                of Columbia 

            	
              Home
                Loan Protection Act, D.C. Code §§ 26-1151.01 et
                seq.
                

              Effective
                for loans closed on or after January 28, 2003 

            	
              Covered
                Loan 

            
	
              Florida
                

            	
              Fair
                Lending Act, Fla. Stat. Ann. §§ 494.0078 et
                seq.
                

              Effective
                October 2, 2002 

            	
              High
                Cost Home Loan 

            
	
              Georgia
                (Oct. 1, 2002 - Mar. 6, 2003) 

            	
              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et
                seq.
                

            	
              High
                Cost Home Loan 

            
	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending Law/Effective Date

            	
              Category
                under Applicable Anti-Predatory Lending Law

            
	 	
              Effective
                October 1, 2002 - March 6, 2003 

            	 
	
              Georgia
                as amended (Mar. 7, 2003 - current) 

            	
              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et
                seq.
                

              Effective
                for loans closed on or after March 7, 2003 

            	
              High
                Cost Home Loan 

            
	
              HOEPA
                Section 32 

            	
              Home
                Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R.
                §§ 226.32 and 226.34 

              Effective
                October 1, 1995, amendments October 1, 2002 

            	
              High
                Cost Loan 

            
	
              Illinois
                

            	
              High
                Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et
                seq.
                

              Effective
                January 1, 2004 (prior to this date, regulations under Residential
                Mortgage License Act effective from May 14, 2001) 

            	
              High
                Risk Home Loan 

            
	
              Kansas
                

            	
              Consumer
                Credit Code, Kan. Stat. Ann. §§ 16a-1-101 et
                seq.
                

              Sections
                16a-1-301 and 16a-3-207 became effective April 14, 1999; Section
                16a-3-308a became effective July 1, 1999 

            	
              High
                Loan to Value Consumer Loan (id.
                §
                16a-3-207) and; 

            
	
              High
                APR Consumer Loan (id.
                §
                16a-3-308a) 

            
	
              Kentucky
                

            	
              2003
                KY H.B. 287 - High Cost Home Loan Act, Ky. Rev. Stat. §§ 360.100
                et
                seq.
                

              Effective
                June 24, 2003 

            	
              High
                Cost Home Loan 

            
	
              Maine
                

            	
              Truth
                in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et
                seq.
                

              Effective
                September 29, 1995 and as amended from time to time 

            	
              High
                Rate High Fee Mortgage 

            
	
              Massachusetts
                

            	
              Part
                40 and Part 32, 209 C.M.R. §§ 32.00 et
                seq.
                and 209 C.M.R. §§ 40.01 et
                seq.
                

            	
              High
                Cost Home Loan 

            


    

     

    STANDARD
      & POOR’S HIGH COST LOAN CATEGORIZATION 

     

    
      	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending Law/Effective Date

            	
              Category
                under Applicable Anti-Predatory Lending Law

            
	 	
              Effective
                March 22, 2001 and amended from time to time 

            	 
	
              Nevada
                

            	
              Assembly
                Bill No. 284, Nev. Rev. Stat. §§ 598D.010 et
                seq.
                

              Effective
                October 1, 2003 

            	
              Home
                Loan 

            
	
              New
                Jersey 

            	
              New
                Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                et
                seq.
                

              Effective
                for loans closed on or after November 27, 2003 

            	
              High
                Cost Home Loan 

            
	
              New
                Mexico 

            	
              Home
                Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et
                seq.
                

              Effective
                as of January 1, 2004; Revised as of February 26, 2004 

            	
              High
                Cost Home Loan 

            
	
              New
                York 

            	
              N.Y.
                Banking Law Article 6-l 

              Effective
                for applications made on or after April 1, 2003 

            	
              High
                Cost Home Loan 

            
	
              North
                Carolina 

            	
              Restrictions
                and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                et
                seq.
                

              Effective
                July 1, 2000; amended October 1, 2003 (adding open-end lines of credit)
                

            	
              High
                Cost Home Loan 

            
	
              Ohio
                

            	
              H.B.
                386 (codified in various sections of the Ohio Code), Ohio Rev. Code
                Ann.
                §§ 1349.25 et
                seq.
                

              Effective
                May 24, 2002 

            	
              Covered
                Loan 

            
	
              Oklahoma
                

            	
              Consumer
                Credit Code (codified in various sections of Title 14A) 

              Effective
                July 1, 2000; amended effective January 1, 2004 

            	
              Subsection
                10 Mortgage 

            
	
              South
                Carolina 

            	
              South
                Carolina High Cost and Consumer Home Loans Act, S.C. Code 

            	
              High
                Cost Home Loan 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Standard
      & Poor’s High Cost Loan Categorization 

     

    
      	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending Law/Effective Date

            	
              Category
                under Applicable Anti-Predatory Lending Law

            
	 	
              Ann.
                §§ 37-23-10 et
                seq.
                

              Effective
                for loans taken on or after January 1, 2004 

            	 
	
              West
                Virginia 

            	
              West
                Virginia Residential Mortgage Lender, Broker and Servicer Act, W.
                Va. Code
                Ann. §§ 31-17-1 et
                seq.
                

              Effective
                June 5, 2002 

            	
              West
                Virginia Mortgage Loan Act Loan 

            


    

     

    STANDARD
      & POOR’S COVERED LOAN CATEGORIZATION 

     

    
      	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending Law/Effective Date

            	
              Category
                under Applicable Anti-Predatory Lending Law

            
	
              Georgia
                (Oct. 1, 2002 - Mar. 6, 2003) 

            	
              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et
                seq.
                

              Effective
                October 1, 2002 - March 6, 2003 

            	
              Covered
                Loan 

            
	
              New
                Jersey 

            	
              New
                Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                et
                seq.
                

              Effective
                November 27, 2003 - July 5, 2004 

            	
              Covered
                Home Loan 

            


    

     

    STANDARD
      & POOR’S HOME LOAN CATEGORIZATION 

     

    
      	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending Law/Effective Date

            	
              Category
                under Applicable Anti-Predatory Lending Law

            
	
              Georgia
                (Oct. 1, 2002 - Mar. 6, 2003) 

            	
              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et
                seq.
                

              Effective
                October 1, 2002 - March 6, 2003 

            	
              Home
                Loan 

            
	
              New
                Jersey 

            	
              New
                Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                et
                seq.
                

              Effective
                for loans closed on or after November 27, 2003

            	
              Home
                Loan 

            


    

     

    STANDARD
      & POOR’S HOME LOAN CATEGORIZATION 

     

    
      	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending Law/Effective Date

            	
              Category
                under Applicable Anti-Predatory Lending Law

            
	
              New
                Mexico 

            	
              Home
                Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et
                seq.
                

              Effective
                as of January 1, 2004; Revised as of February 26, 2004 

            	
              Home
                Loan 

            
	
              North
                Carolina 

            	
              Restrictions
                and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                et
                seq.
                

              Effective
                July 1, 2000; amended October 1, 2003 (adding open-end lines of credit)
                

            	
              Consumer
                Home Loan 

            
	
              South
                Carolina 

            	
              South
                Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann. §§ 37-23-10
                et
                seq.
                

              Effective
                for loans taken on or after January 1, 2004 

            	
              Consumer
                Home Loan 

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    SCHEDULE
      A

    


    REQUIRED
      RATINGS FOR EACH CLASS OF CERTIFICATES

     

    Public
      Certificates

    


    
      	
              Class

            	
              Moody’s

            	
              S&P

            
	
              A-1

            	
              Aaa
                

            	
              AAA

            
	
              A-2

            	
              Aaa
                

            	
              AAA

            
	
              A-3

            	
              Aa1
                

            	
              AAA

            
	
              M-1

            	
              Aa2
                

            	
              AA

            
	
              M-2

            	
              A1
                

            	
              A+

            
	
              M-3

            	
              A2
                

            	
              A

            
	
              B-1

            	
              A3

            	
              A-

            
	
              B-2

            	
              Baa1

            	
              BBB+

            
	
              B-3

            	
              Baa2

            	
              BBB

            
	
              B-4

            	
              Baa3

            	
              BBB-

            
	 	 	 


    

    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

            
	
              B-5

            	
              Ba2

            	
              BB

            
	
              C

            	
              Not
                Rated

            	
              Not
                Rated

            
	
              P

            	
              Not
                Rated

            	
              Not
                Rated

            
	
              R-1

            	
              Not
                Rated

            	
              Not
                Rated

            
	
              R-2

            	
              Not
                Rated

            	
              Not
                Rated

            
	
              R-3

            	
              Not
                Rated

            	
              Not
                Rated

            
	
              RX

            	
              Not
                Rated

            	
              Not
                Rated

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      M

    


    [Reserved]

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      N

    


    SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

     

    Definitions

    Primary
      Servicer - transaction party having borrower contact

    Master
      Servicer - aggregator of pool assets

    Securities
      Administrator - waterfall calculator

    Back-up
      Servicer - named in the transaction (in the event a Back up Servicer becomes
      the
      Primary Servicer, follow Primary Servicer obligations)

    Custodian
      - safe keeper of pool assets

    Trustee
      -
      fiduciary of the transaction

    


    Note:
      The
      definitions above describe the essential function that the party performs,
      rather than the party’s title. So, for example, in a particular transaction, the
      trustee may perform the “paying agent” and “securities administrator” functions,
      while in another transaction, the securities administrator may perform these
      functions.

    


    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.

    


    Key: X
      - obligation

    [X]
      - under consideration for obligation

    
 

    
      
        
          	
                  Reg
                    AB Reference

                	
                  Servicing
                    Criteria

                	
                  Primary
                    Servicer

                	
                  Master
                    Servicer

                	
                  Securities
                    Admin

                	
                  Custodian

                	
                  Trustee
                    (nominal)

                
	 	
                  General
                    Servicing Considerations

                	 	 	 	 	 
	
                  1122(d)(1)(i)

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

                	
                  X

                	
                  X

                	
                  X

                	 	 
	
                  1122(d)(1)(ii)

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


                	
                  X

                	
                  X

                	 	 	 
	
                  1122(d)(1)(iii)

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

                	 	 	 	 	 
	
                  1122(d)(1)(iv)

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

                	
                  X

                	
                  X

                	 	 	 
	 	
                  Cash
                    Collection and Administration

                	 	 	 	 	 
	
                  1122(d)(2)(i)

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

                	
                  X

                	
                  X

                	
                  X

                	 	 
	
                  1122(d)(2)(ii)

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

                	
                  X

                	
                  X

                	
                  X

                	 	 
	
                  1122(d)(2)(iii)

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

                	
                  X

                	
                  X

                	
                  X

                	 	 
	
                  1122(d)(2)(iv)

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

                	
                  X

                	
                  X

                	
                  X

                	 	 
	
                  1122(d)(2)(v)

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

                	
                  X

                	
                  X

                	
                  X

                	 	 
	
                  1122(d)(2)(vi)

                	
                  Unissued
                    checks are safeguarded so as to prevent unauthorized access.
                    

                	
                  X

                	 	
                  X

                	 	 
	
                  1122(d)(2)(vii)
                    

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

                	
                  X

                	
                  X

                	
                  X

                	 	 
	 	
                  Investor
                    Remittances and Reporting

                	 	 	 	 	 
	
                  1122(d)(3)(i)

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

                	
                  X

                	
                  X

                	
                  X

                	 	 
	
                  1122(d)(3)(ii)

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

                	
                  X

                	
                  X

                	
                  X

                	 	 
	
                  1122(d)(3)(iii)

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

                	
                  X

                	
                  X

                	
                  X

                	 	 
	
                  1122(d)(3)(iv)

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

                	
                  X

                	
                  X

                	
                  X

                	 	 
	 	
                  Pool
                    Asset Administration

                	 	 	 	 	 
	
                  1122(d)(4)(i)
                    

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

                	
                  X

                	 	 	
                  X

                	 
	
                  1122(d)(4)(ii)

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

                	
                  X

                	 	 	
                  X

                	 
	
                  1122(d)(4)(iii)

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

                	
                  X

                	 	
                  X

                	 	 
	
                  1122(d)(4)(iv)

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

                	
                  X

                	 	 	 	 
	
                  1122(d)(4)(v)

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

                	
                  X

                	 	 	 	 
	
                  1122(d)(4)(vi)

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

                	
                  X

                	
                  X

                	 	 	 
	
                  1122(d)(4)(vii)

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

                	
                  X

                	
                  X

                	 	 	 
	
                  1122(d)(4)(viii)

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

                	
                  X

                	 	 	 	 
	
                  1122(d)(4)(ix)

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

                	
                  X

                	 	 	 	 
	
                  1122(d)(4)(x)

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

                	
                  X

                	 	 	 	 
	
                  1122(d)(4)(xi)

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

                	
                  X

                	 	 	 	 
	
                  1122(d)(4)(xii)

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

                	
                  X

                	 	 	 	 
	
                  1122(d)(4)(xiii)

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

                	
                  X

                	 	 	 	 
	
                  1122(d)(4)(xiv)
                    

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

                	
                  X

                	
                  X

                	 	 	 
	
                  1122(d)(4)(xv)

                	
                  Any
                    external enhancement or other support, identified in Item 1114(a)(1)
                    through (3) or Item 1115 of Regulation AB, is maintained as set
                    forth in
                    the transaction agreements. (In this transaction there is no
                    external
                    enhancement or other support.)

                	
                  X

                	 	
                  X

                	 	 


        

      

    

    


     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    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 party identified
      as responsible for preparing the Securities Exchange Act Reports pursuant to
      Section 4.18 of the Pooling and Servicing Agreement.

    


    Under
      Item 1 of Form 10-D: a) items marked “Monthly Statements to Certificateholders”
are required to be included in the periodic Distribution Date statement under
      Section 6.06, provided by the Securities Administrator based on information
      received from the party providing such information; and b) items marked “Form
      10-D report” are required to be in the Form 10-D report but not the Monthly
      Statements to Certificateholders, provided by the party indicated. Information
      under all other Items of Form 10-D is to be included in the Form 10-D report.
      All such information and any other Items on Form 8-K and Form 10-D set forth
      in
      this Exhibit shall be sent to the Securities Administrator and the
      Depositor.

    


    
      	
              Form

            	
              Item

            	
              Description

            	
              Servicers

            	
              Master
                Servicer

            	
              Securities
                Administrator

            	
              Custodian

            	
              Trustee

              (nominal)

            	
              Depositor

            	
              Sponsor

            
	
              10-D

            	
              Must
                be filed within 15 days of the distribution date for the asset-backed
                securities.

            	 	 	 	 
	
              1

            	
              Distribution
                and Pool Performance Information

            	 	 	 	 	 	 	 
	
              Item
                1121(a) - Distribution and Pool Performance
                Information

            	 	 	 	 	 	 	 
	
              (1)
                Any applicable record dates, accrual dates, determination dates for
                calculating distributions and actual distribution dates for the
                distribution period.

            	 	 	
              X

               

              (Monthly
                Statements to Certificateholders)

            	 	 	 	 
	
              (2)
                Cash flows received and the sources thereof for distributions, fees
                and
                expenses.

            	 	 	
              X

               

              (Monthly
                Statements to Certificateholders)

            	 	 	 	 
	
              (3)
                Calculated amounts and distribution of the flow of funds for the
                period
                itemized by type and priority of payment, including:

            	 	 	
              X

               

              (Monthly
                Statements to Certificateholders)

            	 	 	 	 
	
              (i)
                Fees or expenses accrued and paid, with an identification of the
                general
                purpose of such fees and the party receiving such fees or
                expenses.

            	 	 	
              X

               

              (Monthly
                Statements to Certificateholders)

            	 	 	 	 
	
              (ii)
                Payments accrued or paid with respect to 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.

            	 	 	
              X

               

              (Monthly
                Statements to Certificateholders)

            	 	 	 	 
	
              (iii)
                Principal, interest and other distributions accrued and paid on the
                asset-backed securities by type and by class or series and any principal
                or interest shortfalls or carryovers.

            	 	 	
              X

               

              (Monthly
                Statements to Certificateholders)

            	 	 	 	 
	
              (iv)
                The amount of excess cash flow or excess spread and the disposition
                of
                excess cash flow.

            	 	 	
              X

               

              (Monthly
                Statements to Certificateholders)

            	 	 	 	 
	
              (4)
                Beginning and ending principal balances of the asset-backed
                securities.

            	 	 	
              X

               

              (Monthly
                Statements to Certificateholders)

            	 	 	 	 
	
              (5)
                Interest rates applicable to the pool assets and the asset-backed
                securities, as applicable. Consider providing interest rate information
                for pool assets in appropriate distributional groups or incremental
                ranges.

            	 	 	
              X

               

              (Monthly
                Statements to Certificateholders)

            	 	 	 	 
	
              (6)
                Beginning and ending balances of transaction accounts, such as reserve
                accounts, and material account activity during the period.

            	 	 	
              X

               

              (Monthly
                Statements to Certificateholders)

            	 	 	 	 
	
              (7)
                Any amounts drawn on any credit enhancement or other support identified
                in
                Item 1114 of Regulation AB, as applicable, and the amount of coverage
                remaining under any such enhancement, if known and
                applicable.

            	 	 	
              X

               

              (Monthly
                Statements to Certificateholders)

            	 	 	 	 
	
              (8)
                Number and amount of pool assets at the beginning and ending of each
                period, and updated pool composition information, such as weighted
                average
                coupon, weighted average remaining term, pool factors and prepayment
                amounts.

            	 	 	
              X

               

              (Monthly
                Statements to Certificateholders)

            	 	 	
              Updated
                pool composition information fields to be as specified by Depositor
                from
                time to time

            	 
	
              (9)
                Delinquency and loss information for the period.

            	
              X

            	
              X

            	
              X

               

              (Monthly
                Statements to Certificateholders)

            	 	 	 	 
	
              In
                addition, describe any material changes to the information specified
                in
                Item 1100(b)(5) of Regulation AB regarding the pool assets.
                (methodology)

            	
              X

            	 	 	 	 	 	 
	
              (10)
                Information on the amount, terms and general 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.

            	
              X

            	
              X

            	
              X

               

              (Monthly
                Statements to Certificateholders)

            	 	 	 	 
	
              (11)
                Any material modifications, extensions or waivers to pool asset terms,
                fees, penalties or payments during the distribution period or that
                have
                cumulatively become material over time.

            	
              X

            	
              X

            	
              X

               

              (Monthly
                Statements to Certificateholders)

            	 	 	 	 
	
              (12)
                Material breaches of pool asset representations or warranties or
                transaction covenants.

            	
              X

            	
              X

            	
              X

               

              (if
                agreed upon by the parties)

            	 	 	
              X

            	 
	
              (13)
                Information on ratio, coverage or other tests used for determining
                any
                early amortization, liquidation or other performance trigger and
                whether
                the trigger was met.

            	 	 	
              X

               

              (Monthly
                Statements to Certificateholders)

            	 	 	 	 
	
              (14)
                Information regarding any new issuance of asset-backed securities
                backed
                by the same asset pool, 

            	 	 	 	 	 	
              X

            	 
	
              information
                regarding any pool asset changes (other than in connection with a
                pool
                asset converting into cash in accordance with its terms), such as
                additions or 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.

            	
              X

            	
              X

            	
              X

            	 	 	
              X

            	 
	
              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.

            	 	 	 	 	 	
              X

            	
              X

            
	
              Item
                1121(b) - Pre-Funding or Revolving Period Information

               

              Updated
                pool information as required under Item 1121(b).

            	 	 	 	 	 	
              X

            	 
	
              2

            	
              Legal
                Proceedings

            	 	 	 	 	 	 	 
	
              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)

            	 	 	 	 	 	 	
              X

            
	
              Depositor

            	 	 	 	 	 	
              X

            	 
	
              Trustee

            	 	 	 	 	 	 	 
	
              Issuing
                entity

            	 	 	 	 	 	
              X

            	 
	
              Master
                Servicer, affiliated Servicer, other Servicer servicing 20% or more
                of
                pool assets at time of report, other material servicers

            	
              X

            	
              X

            	 	 	 	 	 
	
              Securities
                Administrator

            	 	 	
              X

            	 	 	 	 
	
              Originator
                of 20% or more of pool assets as of the Cut-off Date

            	 	 	 	 	 	
              X

            	 
	
              Custodian

            	 	 	 	
              X

            	 	 	 
	
              3

            	
              Sales
                of Securities and Use of Proceeds

            	 	 	 	 	 	 	 
	
              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 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.

            	 	 	 	 	 	
              X

            	 
	
              4

            	
              Defaults
                Upon Senior Securities

            	 	 	 	 	 	 	 
	
              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 required notice)

            	 	 	
              X

            	 	 	 	 
	
              5

            	
              Submission
                of Matters to a Vote of Security Holders

            	 	 	 	 	 	 	 
	
              Information
                from Item 4 of Part II of Form 10-Q

            	 	 	
              X

            	 	 	 	 
	
              6

            	
              Significant
                Obligors of Pool Assets

            	 	 	 	 	 	 	 
	
              Item
                1112(b) - Significant
                Obligor Financial Information*

            	 	 	 	 	 	
              X

            	 
	
              *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.

            	 	 	 	 	 	 	 
	
              7

            	
              Significant
                Enhancement Provider Information

            	 	 	 	 	 	 	 
	
              Item
                1114(b)(2) - Credit Enhancement Provider Financial
                Information*

            	 	 	 	 	 	 	 
	
              Determining
                applicable disclosure threshold

            	 	 	
              X

            	 	 	 	 
	
              Requesting
                required financial information or effecting incorporation by
                reference

            	 	 	
              X

            	 	 	 	 
	
              Item
                1115(b) - Derivative Counterparty Financial
                Information*

            	 	 	 	 	 	 	 
	
              Determining
                current maximum probable exposure

            	 	 	 	 	 	
              X

            	 
	
              Determining
                current significance percentage

            	 	 	
              X

            	 	 	 	 
	
              Requesting
                required financial information or effecting incorporation by
                reference

            	 	 	
              X

            	 	 	 	 
	
              *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.

            	 	 	 	 	 	 	 
	
              8

            	
              Other
                Information

            	 	 	 	 	 	 	 
	
              Disclose
                any information required to be reported on Form 8-K during the period
                covered by the Form 10-D but not reported

            	
              The
                Responsible Party for the applicable Form 8-K item as indicated
                below.

            
	
              9

            	
              Exhibits

            	 	 	 	 	 	 	 
	
              Distribution
                report

            	 	 	
              X

            	 	 	 	 
	
              Exhibits
                required by Item 601 of Regulation S-K, such as material
                agreements

            	 	 	 	 	 	
              X

            	 
	
              8-K

            	
              Must
                be filed within four business days of an event reportable on Form
                8-K.

            	 	 	 	 
	
              1.01

            	
              Entry
                into a Material Definitive Agreement

            	 	 	 	 	 	 	 
	
              Disclosure
                is required regarding entry into or amendment of any definitive agreement
                that is material to the securitization, even if depositor is not
                a party.
                

               

              Examples:
                servicing agreement, custodial agreement.

               

              Note:
                disclosure not required as to definitive agreements that are fully
                disclosed in the prospectus

            	
              X

            	
              X

            	
              X 

            	 	 	
              X 

            	
              X

            
	
              1.02

            	
              Termination
                of a Material Definitive Agreement

            	
              X

            	
              X

            	
              X 

            	 	 	
              X

            	
              X 

            
	
              Disclosure
                is required regarding termination of any definitive agreement that
                is
                material to the securitization (other than expiration in accordance
                with
                its terms), even if depositor is not a party. 

               

               

              Examples:
                servicing agreement, custodial agreement.

            	 	 	 	 	 	 	 
	
              1.03

            	
              Bankruptcy
                or Receivership

            	 	 	 	 	 	 	 
	
              Disclosure
                is required regarding the bankruptcy or 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

            	
              X

            	
              X

            	
              X 

            	
              X

            	 	
              X 

            	
              X

            
	
              2.04

            	
              Triggering
                Events that Accelerate or Increase a Direct Financial Obligation
                or an
                Obligation under an Off-Balance Sheet Arrangement

            	 	 	 	 	 	 	 
	
              Includes
                an early amortization, performance trigger or 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 Monthly Statement to Certificateholders

            	 	
              X

            	
              X

            	 	 	 	 
	
              3.03

            	
              Material
                Modification to Rights of Security Holders

            	 	 	 	 	 	 	 
	
              Disclosure
                is required of any material modification to documents defining the
                rights
                of Certificateholders, including the Pooling and Servicing
                Agreement

            	 	 	
              X

            	 	 	
              X

            	 
	
              5.03

            	
              Amendments
                to Articles of Incorporation or Bylaws; Change in Fiscal
                Year

            	 	 	 	 	 	 	 
	
              Disclosure
                is required of any amendment “to the governing documents of the issuing
                entity”

            	 	 	 	 	 	
              X

            	 
	
              5.06

            	
              Change
                in Shell Company Status

            	 	 	 	 	 	 	 
	
              [Not
                applicable to ABS issuers]

            	 	 	 	 	 	
              X

            	 
	
              6.01

            	
              ABS
                Informational and Computational Material

            	 	 	 	 	 	 	 
	
              [Not
                included in reports to be filed under Section 3.18]

            	 	 	 	 	 	
              X

            	 
	
              6.02

            	
              Change
                of Servicer or Trustee

            	 	 	 	 	 	 	 
	
              Requires
                disclosure of any removal, replacement, 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. 

            	
              X

            	
              X

            	
              X

            	 	 	
              X

            	 
	 	
              Reg
                AB disclosure about any new servicer is also required.

            	
              X

            	 	 	 	 	 	 
	
              Reg
                AB disclosure about any new trustee is also required.

            	 	 	 	 	
              X
                (to
                the extent of a new trustee)

            	 	 
	
              Reg
                AB disclosure about any new securities administrator is also
                required.

            	 	 	
              X

            	 	 	 	 
	
              6.03

            	
              Change
                in Credit Enhancement or Other External Support [In this transaction
                there
                is no external enhancement or other support.]

            	 	 	 	 	 	 	 
	
              Covers
                termination of any enhancement in manner other than by its terms,
                the
                addition of an enhancement, or a material change in the enhancement
                provided. Applies to external credit enhancements as well as derivatives.
                

            	 	 	
              X

            	 	 	
              X

            	 
	 	
              Reg
                AB disclosure about any new enhancement provider is also
                required.

            	 	 	
              X

            	 	 	
              X

            	 
	
              6.04

            	
              Failure
                to Make a Required Distribution

            	 	 	
              X

            	 	 	 	 
	
              6.05

            	
              Securities
                Act Updating Disclosure

            	 	 	 	 	 	 	 
	
              If
                any material pool characteristic differs by 5% or 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.

            	 	 	 	 	 	
              X

            	
               

            
	
              If
                there are any new servicers or originators required to be disclosed
                under
                Regulation AB as a result of the foregoing, provide the information
                called
                for in Items 1108 and 1110 respectively.

            	 	 	 	 	 	
              X

            	 
	
              7.01

            	
              Regulation
                FD Disclosure

            	
              X

            	
              X

            	
              X

            	
              X

            	 	
              X

            	 
	
              8.01

            	
              Other
                Events

            	 	 	 	 	 	 	 
	
              Any
                event, with respect to which information is not otherwise called
                for in
                Form 8-K, that the registrant deems of importance to security
                holders.

            	 	 	 	 	 	
              X

            	 
	
              9.01

            	
              Financial
                Statements and Exhibits

            	
              The
                Responsible Party applicable to reportable event.

            
	
              10-K

            	
              Must
                be filed within 90 days of the fiscal year end for the
                registrant.

            	 	 	 	 
	
              9B

            	
              Other
                Information

            	 	 	 	 	 	 	 
	 	 	
              Disclose
                any information required to be reported on Form 8-K during the fourth
                quarter covered by the Form 10-K but not reported

            	
              The
                Responsible Party for the applicable Form 8-K item as indicated
                above.

            
	 	
              15

            	
              Exhibits
                and Financial Statement Schedules

            	 	 	 	 	 	 	 
	
              Item
                1112(b) - Significant
                Obligor Financial Information

            	 	 	 	 	 	
              X

            	 
	
              Item
                1114(b)(2) - Credit Enhancement Provider Financial
                Information

            	 	 	 	 	 	 	 
	
              Determining
                applicable disclosure threshold

            	 	 	
              X

            	 	 	 	 
	
              Requesting
                required financial information or effecting incorporation by
                reference

            	 	 	
              X

            	 	 	 	 
	
              Item
                1115(b) - Derivative Counterparty Financial
                Information

            	 	 	 	 	 	 	 
	
              Determining
                current maximum probable exposure

            	 	 	 	 	 	
              X

            	 
	 	 	
              Determining
                current significance percentage

            	 	 	
              X

            	 	 	 	 
	
              Requesting
                required financial information or effecting incorporation by
                reference

            	 	 	
              X

            	 	 	 	 
	
              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)

            	 	 	 	 	 	 	
              X

            
	
              Depositor

            	 	 	 	 	 	
              X

            	 
	
              Trustee

            	 	 	 	 	 	 	 
	
              Issuing
                entity

            	 	 	 	 	 	
              X

            	 
	
              Master
                Servicer, affiliated Servicer, other Servicer servicing 20% or more
                of
                pool assets at time of report, other material servicers

            	
              X

            	
              X

            	 	 	 	 	 
	
              Securities
                Administrator

            	 	 	
              X

            	 	 	 	 
	
              Originator
                of 20% or more of pool assets as of the Cut-off Date

            	 	 	 	 	 	
              X

            	 
	
              Custodian

            	 	 	 	
              X

            	 	 	 
	
              Item
                1119 - Affiliations and relationships between the following entities,
                or
                their respective affiliates, that are material to
                Certificateholders:

            	 	 	 	 	 	 	 
	
              Sponsor
                (Seller)

            	 	 	 	 	 	 	
              X

            
	
              Depositor

            	 	 	 	 	 	
              X

            	 
	
              Trustee

            	 	 	 	 	 	 	 
	
              Master
                Servicer, affiliated Servicer, other Servicer servicing 20% or more
                of
                pool assets at time of report, other material servicers

            	
              X

            	
              X

            	 	 	 	 	 
	
              Securities
                Administrator

            	 	 	
              X

            	 	 	 	 
	
              Originator

            	 	 	 	 	 	
              X

            	 
	
              Custodian

            	 	 	 	
              X

            	 	 	 
	
              Credit
                Enhancer/Support Provider

            	 	 	 	 	 	
              X

            	 
	
              Significant
                Obligor

            	 	 	 	 	 	
              X

            	 
	
              Item
                1122 - Assessment of Compliance with Servicing
                Criteria

            	
              X

            	
              X

            	
              X

            	
              X

            	 	 	 
	
              Item
                1123 - Servicer Compliance Statement

            	
              X

            	
              X

            	 	 	 	 	 


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      P

    


    ADDITIONAL
      DISCLOSURE NOTIFICATION

     

    Bear
      Stearns Asset Backed Securities I LLC

    383
      Madison Avenue

    New
      York,
      New York 10179

    Fax:
      (212) 272-2000

    E-mail:
      regabnotifications@bear.com

     

    Wells
      Fargo Bank, N.A. as Securities Administrator 

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Fax:
      (410) 715-2380

    E-mail:
      cts.sec.notifications@wellsfargo.com

     

    Attn:
      Corporate Trust Services - BSABS I 2006-AC4-SEC REPORT PROCESSING

     

    RE:
      **Additional Form [ ] Disclosure**Required

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 4.18 of the Pooling and Servicing Agreement, dated
      as of
      June 1, 2006, among EMC Mortgage Corporation, as Seller and Company, Wells
      Fargo
      Bank, National Association, as Master Servicer and Securities Administrator
      and
      U.S. Bank National Association as Trustee. The Undersigned, as Securities
      Administrator, hereby notifies you that certain events have come to our
      attention that [will][may] need to be disclosed on Form [     ].

     

    Description
      of Additional Form [     ]
      Disclosure:

     

    


     

    List
      of
      Any Attachments hereto to be included in the Additional Form [     ]
      Disclosure:

     

    


     

    Any
      inquiries related to this notification should be directed to [     ], phone
      number: [     ]; email address:
      [     ].

     

    


     

    
      	 	
              [NAME
                OF PARTY]

              as
                [role]

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      Q-1

     

    AMERICAN
      HOME SERVICING AGREEMENT

    


    
      
 

      


      EMC
        MORTGAGE CORPORATION 

      Purchaser,

      


      AMERICAN
        HOME MORTGAGE CORP. 

      Company,

      


      AMERICAN
        HOME MORTGAGE SERVICING, INC.

      Servicer,

      


      PURCHASE,
        WARRANTIES AND SERVICING AGREEMENT

      Dated
        as
        of March 1, 2006

      


       

      


      (Fixed
        and Adjustable Rate Mortgage Loans)

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      


       

      


      This
        is a
        Purchase, Warranties and Servicing Agreement, dated as of March 1, 2006 and
        is
        executed by and among EMC MORTGAGE CORPORATION, as Purchaser, with offices
        located at Mac Arthur Ridge II, 909 Hidden Ridge Drive, Suite 200, Irving,
        Texas
        75038 (the "Purchaser"), American
        Home Mortgage Corp., with offices located at 538 Broadhollow Road, Melville,
        New
        York 11747
        (the
        "Company"), and American Home Mortgage Servicing, Inc., with offices located
        at
        4600 Regent Boulevard, Suite 200, Irving, Texas 75063 (the
        "Servicer").

      


      W I T N E

        S S E T H
        :

      


      WHEREAS,
        the Purchaser has heretofore agreed to purchase from the Company and the
        Company
        has heretofore agreed to sell to the Purchaser, from time to time, certain
        Mortgage Loans on
        a
        servicing retained basis;
        

      


      WHEREAS,
        each of the Mortgage Loans is secured by a mortgage, deed of trust or other
        security instrument creating a first lien on a residential dwelling located
        in
        the jurisdiction indicated on the Mortgage Loan Schedule, which is annexed
        to
        the related Term Sheet; and

      


      WHEREAS,
        the Purchaser, the Company and the Servicer wish to prescribe the
        representations and warranties of the Company and the Servicer with respect
        to
        themselves, respectively, and the Mortgage Loans and the management and
        servicing of the Mortgage Loans;

      


      NOW,
        THEREFORE, in consideration of the mutual agreements hereinafter set forth,
        and
        for other good and valuable consideration, the receipt and adequacy of which
        is
        hereby acknowledged, the Purchaser and the Company agree as
        follows:

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      


      ARTICLE
        I

      


      DEFINITIONS

      


      Section
        1.01 Defined
        Terms.

      


      Whenever
        used in this Agreement, the following words and phrases, unless the context
        otherwise requires, shall have the following meaning specified in this
        Article:

      


      Accepted
        Servicing Practices:
        With
        respect to any Mortgage Loan, those mortgage servicing practices (including
        collection procedures) of prudent mortgage banking institutions which service
        mortgage loans of the same type as such Mortgage Loan in the jurisdiction
        where
        the related Mortgaged Property is located, and which are in accordance with
        Fannie Mae servicing practices and procedures, for MBS pool mortgages, as
        defined in the Fannie Mae Guides including future updates. 

      


      Adjustment
        Date:
        As to
        each adjustable rate Mortgage Loan, the date on which the Mortgage Interest
        Rate
        is adjusted in accordance with the terms of the related Mortgage
        Note.

      


      Agreement:
        This
        Purchase, Warranties and Servicing Agreement including all exhibits hereto,
        amendments hereof and supplements hereto.

      


      Appraised
        Value:
        With
        respect to any Mortgaged Property, the value thereof as determined by an
        appraisal made for the originator of the Mortgage Loan at the time of
        origination of the Mortgage Loan by an appraiser who met the requirements
        of the
        Company and Fannie Mae. 

      


      Assignment:
        An
        individual assignment of the Mortgage, notice of transfer or equivalent
        instrument, in recordable form, sufficient under the laws of the jurisdiction
        wherein the related Mortgaged Property is located to reflect of record the
        sale
        or transfer of the Mortgage Loan.

       

      BIF:
        The
        Bank Insurance Fund, or any successor thereto.

      


      Business
        Day:
        Any day
        other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the State
        of
        New York, or (iii) a day on which banks in the State of New York are authorized
        or obligated by law or executive order to be closed.

      


      Closing
        Date:
        With
        respect to any Mortgage Loan, the date stated on the related Term Sheet.
        

       

      Code: The
        Internal Revenue Code of 1986, or any successor statute thereto.

      


      Commission
        or SEC:
        The
        Securities and Exchange Commission.

      


      Company:
        American Home Mortgage Corp., its successors in interest and assigns, as
        permitted by this Agreement.

      


      Company's
        Officer's Certificate:
        A
        certificate signed by the President, the Executive Vice President or Treasurer
        of Company stating the date by which Company expects to receive any missing
        documents sent for recording from the applicable recording office.

      


      Condemnation
        Proceeds:
        All
        awards or settlements in respect of a Mortgaged Property, whether permanent
        or
        temporary, partial or entire, by exercise of the power of eminent domain
        or
        condemnation, to the extent not required to be released to a Mortgagor in
        accordance with the terms of the related Mortgage Loan Documents.

      


      Confirmation:
        The
        trade confirmation letter between the Purchaser and the Company which relates
        to
        the Mortgage Loans.

      


      Consumer
        Information:
         Information
        including, but not limited to, all personal information about Mortgagors
        that is
        supplied to the Purchaser by or on behalf of the Company.

      


      Co-op
        Lease:
        With
        respect to a Co-op Loan, the lease with respect to a dwelling unit occupied
        by
        the Mortgagor and relating to the stock allocated to the related dwelling
        unit.

      


      Co-op
        Loan:
        A
        Mortgage Loan secured by the pledge of stock allocated to a dwelling unit
        in a
        residential cooperative housing corporation and a collateral assignment of
        the
        related Co-op Lease.

      


      Current
        Appraised Value: With
        respect to any Mortgaged Property, the value thereof as determined by an
        appraisal made for the Company (by an appraiser who met the requirements
        of the
        Company and Fannie Mae) at the request of a Mortgagor for the purpose of
        canceling a Primary Mortgage Insurance Policy in accordance with federal,
        state
        and local laws and regulations or otherwise made at the request of the Company
        or Mortgagor.

      


      Current
        LTV: The
        ratio
        of the Stated Principal Balance of a Mortgage Loan to the Current Appraised
        Value of the Mortgaged Property.

      


      Custodial
        Account:
        Each
        separate demand account or accounts created and maintained pursuant to Section
        4.04 which shall be entitled "[_____________________], in trust for the
        [Purchaser], Owner of Adjustable Rate Mortgage Loans" and shall be established
        in an Eligible Account, in the name of the Person that is the "Purchaser"
        with
        respect to the related Mortgage Loans.

       

      Custodian:
        With
        respect to any Mortgage Loan, the entity stated on the related Term Sheet,
        and
        its successors and assigns, as custodian for the Purchaser.

      


      Cut-off
        Date:
        With
        respect to any Mortgage Loan, the date stated on the related Term Sheet.
        

      


      Delinquency
        Recognition Policies:
        The
        generally accepted industry standard that defines the proper means of reporting
        delinquency status (such as MBA versus OTS reporting methodology) and the
        processing standard for addressing residential mortgage loans of the same
        type
        as the Mortgage Loans at various stages throughout default (such as Fannie
        Mae
        Guide or FHLMC Guide standards). 

      


      Depositor:
        The
        depositor, as such term is defined in Regulation AB, with respect to any
        Securitization Transaction.

      


      Determination
        Date:
        The
        15th day (or if such 15th day is not a Business Day, the Business Day
        immediately preceding such 15th day) of the month of the related Remittance
        Date.

      


      Due
        Date:
        The day
        of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive
        of any days of grace, which is the first day of the month.

      


      Due
        Period:
        With
        respect to any Remittance Date, the period commencing on the second day of
        the
        month preceding the month of such Remittance Date and ending on the first
        day of
        the month of the Remittance Date.

      


      Eligible
        Account:
        An
        account established and maintained: (i) within FDIC insured accounts created,
        maintained and monitored by the Servicer so that all funds deposited therein
        are
        fully insured, or (ii) as a trust account with the corporate trust department
        of
        a depository institution or trust company organized under the laws of the
        United
        States of America or any one of the states thereof or the District of Columbia
        which is not affiliated with the Company or the Servicer (or any sub-servicer)
        or (iii) with an entity which is an institution whose deposits are insured
        by
        the FDIC, the unsecured and uncollateralized long-term debt obligations of
        which
        shall be rated “A2” or higher by Standard & Poor’s and “A” or higher by
        Fitch, Inc. or one of the two highest short-term ratings by any applicable
        Rating Agency, and which is either (a) a federal savings association duly
        organized, validly existing and in good standing under the federal banking
        laws,
        (b) an institution duly organized, validly existing and in good standing
        under
        the applicable banking laws of any state, (c) a national banking association
        under the federal banking laws, or (d) a principal subsidiary of a bank holding
        company, or (iv) if ownership of the Mortgage Loans is evidenced by
        mortgaged-backed securities, the equivalent required ratings of each Rating
        Agency, and held such that the rights of the Purchaser and the owner of the
        Mortgage Loans shall be fully protected against the claims of any creditors
        of
        the Company or the Servicer (or any sub-servicer) and of any creditors or
        depositors of the institution in which such account is maintained or (v)
        in a
        separate non-trust account without FDIC or other insurance in an Eligible
        Institution. In the event that a Custodial Account is established pursuant
        to
        clause (iii), (iv) or (v) of the preceding sentence, the Servicer shall provide
        the Purchaser with written notice on the Business Day following the date
        on
        which the applicable institution fails to meet the applicable ratings
        requirements.

      


      Eligible
        Institution:
        An
        institution having (i) the highest short-term debt rating, and one of the
        two
        highest long-term debt ratings of each Rating Agency; or (ii) with respect
        to
        any Custodial Account, an unsecured long-term debt rating of at least one
        of the
        two highest unsecured long-term debt ratings of each Rating Agency.

      


      Equity
        Take-Out Refinanced Mortgage Loan:
        A
        Refinanced Mortgage Loan the proceeds of which were in excess of the outstanding
        principal balance of the existing mortgage loan as defined in the Fannie
        Mae
        Guide(s). 

      


      Escrow
        Account:
        Each
        separate trust account or accounts created and maintained pursuant to Section
        4.06 which shall be entitled "__________________, in trust for the [Purchaser],
        Owner of Adjustable Rate Mortgage Loans, and various Mortgagors" and shall
        be
        established in an Eligible Account, in the name of the Person that is the
        "Purchaser" with respect to the related Mortgage Loans.

      


      Escrow
        Payments:
        With
        respect to any Mortgage Loan, the amounts constituting ground rents, taxes,
        assessments, water rates, sewer rents, municipal charges, mortgage insurance
        premiums, fire and hazard insurance premiums, condominium charges, and any
        other
        payments required to be escrowed by the Mortgagor with the mortgagee pursuant
        to
        the Mortgage or any other document.

      


      Event
        of Default:
        Any one
        of the conditions or circumstances enumerated in Section 9.01.

      


      Exchange
        Act:
        The
        Securities Exchange Act of 1934, as amended.

      


      Fannie
        Mae: The
        Federal National Mortgage Association, or any successor thereto.

      


      Fannie
        Mae Guide(s):
        The
        Fannie Mae Selling Guide and the Fannie Mae Servicing Guide and all amendments
        or additions thereto.

      


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

      


      FHLMC:
        The
        Federal Home Loan Mortgage Corporation, or any successor thereto.

      


      FHLMC
        Guide:
        The
        FHLMC Single Family Seller/Servicer Guide and all amendments or additions
        thereto.

      


      Fidelity
        Bond:
        A
        fidelity bond to be maintained by the Company pursuant to Section
        4.12.

      


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

      


      First
        Remittance Date:
        With
        respect to any Mortgage Loan, the Remittance Date occurring in the month
        following the month in which the related Closing Date occurs.

      


      GAAP:
        Generally accepted accounting principles, consistently applied.

      


      HUD:
        The
        United States Department of Housing and Urban Development or any successor
        thereto.

      


      Index:
        With
        respect to any adjustable rate Mortgage Loan, the index identified on the
        Mortgage Loan Schedule and set forth in the related Mortgage Note for the
        purpose of calculating the interest rate thereon.

      


      Initial
        Rate Cap: As
        to
        each adjustable rate Mortgage Loan, where applicable, the maximum increase
        or
        decrease in the Mortgage Interest Rate on the first Adjustment
        Date.

      


      Insurance
        Proceeds:
        With
        respect to each Mortgage Loan, proceeds of insurance policies insuring the
        Mortgage Loan or the related Mortgaged Property.

      


      Lifetime
        Rate Cap:
        As to
        each adjustable rate Mortgage Loan, the maximum Mortgage Interest Rate over
        the
        term of such Mortgage Loan. 

      


      Liquidation
        Proceeds:
        Cash
        received in connection with the liquidation of a defaulted Mortgage Loan,
        whether through the sale or assignment of such Mortgage Loan, trustee's sale,
        foreclosure sale or otherwise.

      


      Loan-to-Value
        Ratio or LTV:
        With
        respect to any Mortgage Loan, the ratio of the original outstanding principal
        amount of the Mortgage Loan, to (i) the Appraised Value of the Mortgaged
        Property as of the Origination Date with respect to a Refinanced Mortgage
        Loan,
        and (ii) the lesser of the Appraised Value of the Mortgaged Property as of
        the
        Origination Date or the purchase price of the Mortgaged Property with respect
        to
        all other Mortgage Loans.

      


      Margin:
        With
        respect to each adjustable rate Mortgage Loan, the fixed percentage amount
        set
        forth in each related Mortgage Note which is added to the Index in order
        to
        determine the related Mortgage Interest Rate, as set forth in the Mortgage
        Loan
        Schedule.

      


      Master
        Servicer:
        With
        respect to any Securitization Transaction, the “master servicer,” if any,
        identified in the related transaction documents.

      


      Monthly
        Advance:
        The
        aggregate of the advances made by the Servicer on any Remittance Date pursuant
        to Section 5.03.

      


      Monthly
        Payment:
        The
        scheduled monthly payment of principal and interest on a Mortgage Loan which
        is
        payable by a Mortgagor under the related Mortgage Note.

      


      Mortgage:
        The
        mortgage, deed of trust or other instrument securing a Mortgage Note which
        creates a first lien on an unsubordinated estate in fee simple in real property
        securing the Mortgage Note.

      


      Mortgage
        File:
        The
        mortgage documents pertaining to a particular Mortgage Loan which are specified
        in Exhibit A hereto and any additional documents required to be added to
        the
        Mortgage File pursuant to this Agreement.

      


      Mortgage
        Impairment Insurance Policy:
        A
        mortgage impairment or blanket hazard insurance policy as described in Section
        4.11.

      


      Mortgage
        Interest Rate:
        The
        annual rate at which interest accrues on any Mortgage Loan, which may be
        adjusted from time to time for an adjustable rate Mortgage Loan, in accordance
        with the provisions of the related Mortgage Note.

      


      Mortgage
        Loan:
        An
        individual mortgage loan which is the subject of this Agreement, each Mortgage
        Loan originally sold and subject to this Agreement being identified on the
        Mortgage Loan Schedule attached to the related Term Sheet, which Mortgage
        Loan
        includes without limitation the Mortgage File, the Monthly Payments, Principal
        Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds,
        REO Disposition Proceeds, and all other rights, benefits, proceeds and
        obligations arising from or in connection with such Mortgage Loan, excluding
        replaced or repurchased mortgage loans.

      


      Mortgage
        Loan Documents:
        The
        documents listed in
        Exhibit A.

      


      Mortgage
        Loan Remittance Rate:
        With
        respect to each Mortgage Loan, the annual rate of interest remitted to the
        Purchaser, which shall be equal to the Mortgage Interest Rate minus the
        Servicing Fee Rate.

      


      Mortgage
        Loan Schedule:
        The
        schedule of Mortgage Loans annexed to the related Term Sheet, such schedule
        setting forth the following information with respect to each Mortgage Loan
        in
        the related Mortgage Loan Package:

       

      

        
          	 	
                  (1)

                	
                  the
                    Company's Mortgage Loan identifying number;

                
	 	 	 
	 	
                  (2)

                	
                  the
                    Mortgagor's first and last name;

                
	 	 	 
	 	
                  (3)
                    

                	
                  the
                    street address of the Mortgaged Property including the city,
                    state and zip
                    code;

                
	 	 	 
	 	
                  (4)

                	
                  a
                    code indicating whether the Mortgaged Property is owner-occupied,
                    a second
                    home or an investor property;

                
	 	 	 
	 	
                  (5)

                	
                  the
                    type of residential property constituting the Mortgaged
                    Property;

                
	 	 	 
	
                   

                	
                  (6)

                	
                  the
                    original months to maturity of the Mortgage Loan;

                
	 	 	 
	
                   

                	
                  (7)

                	
                  the
                    remaining months to maturity from the related Cut-off Date, based
                    on the
                    original amortization schedule and, if different, the maturity
                    expressed
                    in the same manner but based on the actual amortization
                    schedule;

                
	 	 	 
	 	
                  (8)

                	
                  the
                    Sales Price, if applicable, Appraised Value and Loan-to-Value
                    Ratio, at
                    origination;

                
	 	 	 
	 	
                  (9)

                	
                  the
                    Mortgage Interest Rate as of origination and as of the related
                    Cut-off
                    Date; with respect to each adjustable rate Mortgage Loan, the
                    initial
                    Adjustment Date, the next Adjustment Date immediately following
                    the
                    related Cut-off Date, the Index, the Margin, the Initial Rate
                    Cap, if any,
                    Periodic Rate Cap, if any, minimum Mortgage Interest Rate under
                    the terms
                    of the Mortgage Note and the Lifetime Rate Cap;

                
	 	 	 
	 	
                  (10)

                	
                  the
                    Origination Date of the Mortgage Loan;

                
	 	 	 
	 	
                  (11)

                	
                  the
                    stated maturity date;

                
	 	 	 
	 	
                  (12)

                	
                  the
                    amount of the Monthly Payment at origination;

                
	 	 	 
	 	
                  (13)

                	
                  the
                    amount of the Monthly Payment as of the related Cut-off
                    Date;

                
	 	 	 
	 	
                  (14)

                	
                  the
                    original principal amount of the Mortgage Loan; 

                
	 	 	 
	 	
                  (15)

                	
                  the
                    scheduled Stated Principal Balance of the Mortgage Loan as of
                    the close of
                    business on the related Cut-off Date, after deduction of payments
                    of
                    principal due on or before the related Cut-off Date whether or
                    not
                    collected;

                
	 	 	 
	 	
                  (16)
                    

                	
                  a
                    code indicating the purpose of the Mortgage Loan (i.e., purchase,
                    rate and
                    term refinance, equity take-out refinance); 

                
	 	 	 
	 	
                  (17)
                    

                	
                  a
                    code indicating the documentation style (i.e. full, alternative,
                    etc.);
                    

                
	 	 	 
	 	
                  (18)

                	
                  the
                    number of times during the twelve (12) month period preceding
                    the related
                    Closing Date that any Monthly Payment has been received after
                    the month of
                    its scheduled due date;

                
	 	 	 
	 	
                  (19)

                	
                  the
                    date on which the first payment is or was due; 

                
	 	 	 
	
                   

                	
                  (20)

                	
                  a
                    code indicating whether or not the Mortgage Loan is the subject
                    of a
                    Primary Mortgage Insurance Policy and the name of the related
                    insurance
                    carrier; 

                
	 	 	 
	 	
                  (21)
                    

                	
                  a
                    code indicating whether or not the Mortgage Loan is currently
                    convertible
                    and the conversion spread; 

                
	 	 	 
	 	
                  (22)
                    

                	
                  the
                    last Due Date on which a Monthly Payment was actually applied
                    to the
                    unpaid principal balance of the Mortgage Loan.

                
	 	 	 
	 	
                  (23)
                    

                	
                  product
                    type (i.e. fixed, adjustable, 3/1, 5/1, etc.); 

                
	 	 	 
	
                   

                	
                  (24)

                	
                  credit
                    score and/or mortgage score, if applicable;

                
	 	 	 
	
                   

                	
                  (25)

                	
                  [reserved];
                    

                
	 	 	 
	
                   

                	
                  (26)

                	
                  a
                    code indicating whether or not the Mortgage Loan has a prepayment
                    penalty
                    and if so, the amount and term thereof;

                
	 	 	 
	
                   

                	
                  (27)

                	
                  the
                    Current Appraised Value of the Mortgage Loan and Current LTV,
                    if
                    applicable;

                
	 	 	 
	
                   

                	
                  (28)

                	
                  whether
                    such Mortgage Loan is a “Home Loan”, “Covered Home Loan”, “Manufactured
                    Housing” or “Home Improvement Loan” as defined in the
                    New Jersey Home Ownership Security Act of 2002; and

                
	 	 	 
	
                   

                	
                  (29)

                	
                  whether
                    the Mortgage Loan has a mandatory arbitration
                    clause.

                


        

      

      
 

      With
        respect to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule
        attached to the related Term Sheet shall set forth the following information,
        as
        of the related Cut-off Date:

      


      (1) the
        number of Mortgage Loans;

      


      (2) the
        current aggregate outstanding principal balance of the Mortgage
        Loans;

      


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

      


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

      


      (5)
         the
        weighted average months to next Adjustment Date.

       

      Mortgage
        Note:
        The
        note or other evidence of the indebtedness of a Mortgagor secured by a
        Mortgage.

      


      Mortgaged
        Property:
        The
        underlying real property securing repayment of a Mortgage Note, consisting
        of a
        single parcel of real estate considered to be real estate under the laws
        of the
        state in which such real property is located which may include condominium
        units
        and planned unit developments, improved by a residential dwelling; except
        that
        with respect to real property located in jurisdictions in which the use of
        leasehold estates for residential properties is a widely-accepted practice,
        a
        leasehold estate of the Mortgage, the term of which is equal to or longer
        than
        the term of the Mortgage. 

      


      Mortgagor:
        The
        obligor on a Mortgage Note. 

      


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

      


      OCC:
        Office
        of the Comptroller of the Currency, or any successor thereto.

      


      Officers'
        Certificate:
        A
        certificate signed by the President, an Executive Vice President or a Vice
        President or by the Treasurer or the Secretary or one of the Assistant
        Treasurers or Assistant Secretaries of the Person on behalf of whom such
        certificate is being delivered to the Purchaser as required by this
        Agreement.

      


      Opinion
        of Counsel:
        A
        written opinion of counsel, who may be an employee of the party on behalf
        of
        whom the opinion is being given, reasonably acceptable to the
        Purchaser.

      


      Origination
        Date:
        The
        date on which a Mortgage Loan funded, which date shall not, in connection
        with a
        Refinanced Mortgage Loan, be the date of the funding of the debt being
        refinanced, but rather the closing of the debt currently outstanding under
        the
        terms of the Mortgage Loan Documents. 

      


      OTS:
        Office
        of Thrift Supervision, or any successor thereto.

      


      Periodic
        Rate Cap:
        As to
        each adjustable rate Mortgage Loan, the maximum increase or decrease in the
        Mortgage Interest Rate on any Adjustment Date, as set forth in the related
        Mortgage Note and the related Mortgage Loan Schedule.

      


      Permitted
        Investments:
        Any one
        or more of the following obligations or securities:

      


      (i) direct
        obligations of, and obligations fully guaranteed by the United States of
        America
        or any agency or instrumentality of the United States of America the obligations
        of which are backed by the full faith and credit of the United States of
        America; 

      


      
        	 	
                (ii)
                  (a) demand or time deposits, federal funds or bankers' acceptances
                  issued
                  by any depository institu-tion or trust company incorporated under
                  the
                  laws of the United States of America or any state thereof and subject
                  to
                  supervision and examination by federal and/or state banking authorities,
                  provided that the commercial paper and/or the short-term deposit
                  rating
                  and/or the long-term unsecured debt obligations or deposits of
                  such
                  depository institution or trust company at the time of such investment
                  or
                  contractual commitment providing for such investment are rated
                  in one of
                  the two highest rating categories by each Rating Agency and (b)
                  any other
                  demand or time deposit or certificate of deposit that is fully
                  insured by
                  the FDIC;

              


      

      


      
        	 	
                (iii)
                  repurchase obligations with a term not to exceed thirty (30) days
                  and with
                  respect to (a) any security described in clause (i) above and entered
                  into
                  with a depository institution or trust company (acting as principal)
                  described in clause (ii)(a) above;

              


      

      


      
        	 	
                (iv)
                  securities bearing interest or sold at a discount issued by any
                  corporation incorporated under the laws of the United States of
                  America or
                  any state thereof that are rated in one of the two highest rating
                  categories by each Rating Agency at the time of such in-vestment
                  or
                  contractual commitment providing for such investment; provided,
                  however,
                  that securities issued by any particular corporation will not be
                  Permitted
                  Investments to the extent that investments therein will cause the
                  then
                  outstanding principal amount of secur-ities issued by such corporation
                  and
                  held as Permitted Investments to exceed 10% of the aggregate outstand-ing
                  principal balances of all of the Mortgage Loans and Permitted
                  Investments;

              


      

      


      
        	 	
                (v)
                  commercial paper (including both non-interest-bearing discount
                  obligations
                  and interest-bearing obliga-tions payable on demand or on a specified
                  date
                  not more than one year after the date of issuance there-of) which
                  are
                  rated in one of the two highest rating categories by each Rating
                  Agency at
                  the time of such investment;

              


      

      


      
        	 	
                (vi)
                  any other demand, money market or time deposit, obligation, security
                  or
                  investment as may be acceptable to each Rating Agency as evidenced
                  in
                  writing by each Rating Agency; and

              


      

      


      
        	 	
                (vii)
                  any money market funds the collateral of which consists of obligations
                  fully guaranteed by the United States of America or any agency
                  or
                  instru-ment-al-ity of the United States of America the obligations
                  of
                  which are backed by the full faith and credit of the United States
                  of
                  America (which may include repurchase obligations secured by collateral
                  described in clause (i)) and other securities and which money market
                  funds
                  are rated in one of the two highest rating categories by each Rating
                  Agency. 

              


      

      


      provided,
        however,
        that no
        instrument or security shall be a Permitted Investment if such instrument
        or
        security evidences a right to receive only interest payments with respect
        to the
        ob-li-ga-tions underlying such instrument or if such security provides for
        payment of both principal and interest with a yield to matur-ity in excess
        of
        120% of the yield to maturity at par or if such investment or security is
        purchased at a price greater than par.

      


      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
        Charge:
        Any
        prepayment premium, penalty or charge payable by a Mortgagor in connection
        with
        any Principal Prepayment on a Mortgage Loan pursuant to the terms of the
        related
        Mortgage Note.

      


      Prepayment
        Interest Shortfall:
        With
        respect to any Remittance Date, for each Mortgage Loan that was the subject
        of a
        Principal Prepayment during the related Prepayment Period, an amount equal
        to
        the excess of one month’s interest at the applicable Mortgage Loan Remittance
        Rate on the amount of such Principal Prepayment over the amount of interest
        (adjusted to the Mortgage Loan Remittance Rate) actually paid by the related
        Mortgagor with respect to such Prepayment Period.

      


      Prepayment
        Period: With
        respect to any Remittance Date, the calendar month preceding the month in
        which
        such Remittance Date occurs.

      


      Primary
        Mortgage Insurance Policy:
        Each
        primary policy of mortgage insurance represented to be in effect pursuant
        to
        Section 3.02(hh), or any replacement policy therefor obtained by the Company
        pursuant to Section 4.08.

      


      Prime
        Rate:
        The
        prime rate announced to be in effect from time to time as published as the
        average rate in the Wall Street Journal (Northeast Edition).

      


      Principal
        Prepayment:
        Any
        payment or other recovery of principal on a Mortgage Loan full or partial
        which
        is received in advance of its scheduled Due Date, including any Prepayment
        Charge and which is not accompanied by an amount of interest representing
        scheduled interest due on any date or dates in any month or months subsequent
        to
        the month of prepayment.

      


      Purchase
        Price:
        As
        defined in Section 2.02.

      


      Purchaser:
        EMC
        Mortgage Corporation, its successors in interest and assigns.

      


      Qualified
        Appraiser:
        An
        appraiser, duly appointed by the Company, who had no interest, direct or
        indirect in the related Mortgaged Property or in any loan made on the security
        thereof, and whose compensation is not affected by the approval or disapproval
        of the Mortgage Loan, and such appraiser and the appraisal made by such
        appraiser both satisfy the requirements of Title XI of FIRREA and the
        regulations promulgated thereunder and the requirements of Fannie Mae, all
        as in
        effect on the date the Mortgage Loan was originated.

      


      Qualified
        Correspondent:
        Any
        Person from which the Company purchased Mortgage Loans, provided that the
        following conditions are satisfied: (i) such Mortgage Loans were originated
        pursuant to an agreement between the Company and such Person that contemplated
        that such Person would underwrite mortgage loans from time to time, for sale
        to
        the Company, in accordance with underwriting guidelines designated by the
        Company (“Designated Guidelines”) or guidelines that do not vary materially from
        such Designated Guidelines; (ii) such Mortgage Loans were in fact underwritten
        as described in clause (i) above and were acquired by the Company within
        180
        days after origination; (iii) either (x) the Designated Guidelines were,
        at the
        time such Mortgage Loans were originated, used by the Company in origination
        of
        mortgage loans of the same type as the Mortgage Loans for the Company’s own
        account or (y) the Designated Guidelines were, at the time such Mortgage
        Loans
        were underwritten, designated by the Company on a consistent basis for use
        by
        lenders in originating mortgage loans to be purchased by the Company; and
        (iv)
        the Company employed, at the time such Mortgage Loans were acquired by the
        Company, pre-purchase or post-purchase quality assurance procedures (which
        may
        involve, among other things, review of a sample of mortgage loans purchased
        during a particular time period or through particular channels) designed
        to
        ensure that Persons from which it purchased mortgage loans properly applied
        the
        underwriting criteria designated by the Company.

      


      Qualified
        Insurer:
        An
        insurance company duly qualified as such under the laws of the states in
        which
        the related Mortgaged Property is located, duly authorized and licensed in
        such
        states to transact the applicable insurance business and to write the insurance
        provided, approved as an insurer by Fannie Mae or FHLMC. 

      


      Rating
        Agency:
        Standard & Poor's, Fitch, Inc. or, in the event that some or all of the
        ownership of the Mortgage Loans is evidenced by mortgage-backed securities,
        the
        nationally recognized rating agencies issuing ratings with respect to such
        securities, if any.

       

      Refinanced
        Mortgage Loan:
        A
        Mortgage Loan which was made to a Mortgagor who owned the Mortgaged Property
        prior to the origination of such Mortgage Loan and the proceeds of which
        were
        used in whole or part to satisfy an existing mortgage.

      


      Regulation
        AB:
        Subpart
        229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as 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.

      


      REMIC:
        A "real
        estate mortgage investment conduit," as such term is defined in Section 860D
        of
        the Code.

      


      REMIC
        Provisions:
        The
        provisions of the federal income tax law relating to REMICs, which appear
        at
        Sections 860A through 860G of the Code, and the related provisions and
        regulations promulgated thereunder, as the foregoing may be in effect from
        time
        to time.

      


      Remittance
        Date:
        The
        18th day of any month, beginning with the First Remittance Date, or if such
        18th
        day is not a Business Day, the first Business Day immediately preceding such
        18th day.

      


      REO
        Disposition:
        The
        final sale by the Servicer of any REO Property.

      


      REO
        Disposition Proceeds:
        Amounts
        received by the Servicer in connection with a related REO
        Disposition.

      


      REO
        Property:
        A
        Mortgaged Property acquired by the Servicer on behalf of the Purchaser as
        described in Section 4.13.

      


      Repurchase
        Price:
        With
        respect to any Mortgage Loan, a price equal to (i) the product of the greater
        of
        100% or the percentage of par as stated in the Confirmation multiplied by
        the
        Stated Principal
        Balance
        of such Mortgage Loan on the repurchase date, plus
        (ii)
        interest on such outstanding principal balance at the Mortgage Loan Remittance
        Rate from the last date through which interest has been paid and distributed
        to
        the Purchaser to the end of the month of repurchase, plus, (iii) third party
        expenses reasonably incurred in connection with the transfer of the Mortgage
        Loan being repurchased; less amounts received or advanced in respect of such
        repurchased Mortgage Loan which are being held in the Custodial Account for
        distribution in the month of repurchase.

      


      SAIF:
        The
        Savings Association Insurance Fund, or any successor thereto.

      


      Sales
        Price: With
        respect to any Mortgage Loan the proceeds of which were used by the Mortgagor
        to
        acquire the related Mortgaged Property, the amount paid by the related Mortgagor
        for such Mortgaged Property.

      


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

      


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

      


      Servicer:
        American Home Mortgage Servicing, Inc., its successors in interest and assigns,
        as permitted by this Agreement.

      


      Servicing
        Advances:
        All
        customary, reasonable and necessary "out of pocket" costs and expenses
        (including reasonable attorneys' fees and disbursements) incurred in the
        performance by the Servicer
        of
        its
        servicing obligations, including, but not limited to, the cost of (a) the
        preservation, restoration and protection of the Mortgaged Property, (b) any
        enforcement, administrative or judicial proceedings, or any legal work or
        advice
        specifically related to servicing the Mortgage Loans, including but not limited
        to, foreclosures, bankruptcies, condemnations, drug seizures, elections,
        foreclosures by subordinate or superior lienholders, and other legal actions
        incidental to the servicing of the Mortgage Loans (provided that such expenses
        are reasonable and that the Servicer specifies the Mortgage Loan(s) to which
        such expenses relate and, upon Purchaser’s request, provides documentation
        supporting such expense (which documentation would be acceptable to Fannie
        Mae),
        and provided further that any such enforcement, administrative or judicial
        proceeding does not arise out of a breach of any representation, warranty
        or
        covenant of the Company or the Servicer hereunder), (c) the management and
        liquidation of the Mortgaged Property if the Mortgaged Property is acquired
        in
        full or partial satisfaction of the Mortgage, (d) taxes, assessments, water
        rates, sewer rates and other charges which are or may become a lien upon
        the
        Mortgaged Property, and Primary Mortgage Insurance Policy premiums and fire
        and
        hazard insurance coverage, (e) any expenses reasonably sustained by the Servicer
        with respect to the liquidation of the Mortgaged Property in accordance with
        the
        terms of this Agreement and (f) compliance with the obligations under Section
        4.08.

      


      Servicing
        Criteria:
        As of
        any date of determination, the “servicing criteria” set forth in Item 1122(d) of
        Regulation AB, or any amendments thereto, a summary of the requirements of
        which
        as of the date hereof is attached hereto as Exhibit
        M
        for
        convenience of reference only. In the event of a conflict or inconsistency
        between the terms of Exhibit
        M
        and the
        text of Item 1122(d) of Regulation AB, the text of Item 1122(d) of Regulation
        AB
        shall control (or those Servicing Criteria otherwise mutually agreed to by
        the
        Purchaser, the Servicer and any Person that will be responsible for signing
        any
        Sarbanes Certification with respect to a Securitization Transaction in response
        to evolving interpretations of Regulation AB and incorporated into a revised
        Exhibit
        M).

      


      Servicing
        Fee:
        With
        respect to each Mortgage Loan, the amount of the annual fee the Purchaser
        shall
        pay to the Servicer, which shall, for a period of one full month, be equal
        to
        one-twelfth of the product of (a) the Servicing Fee Rate and (b) the outstanding
        principal balance of such Mortgage Loan. Such fee shall be payable monthly,
        computed on the basis of the same principal amount and period respecting
        which
        any related interest payment on a Mortgage Loan is computed. The obligation
        of
        the Purchaser to pay the Servicing Fee is limited to, and the Servicing Fee
        is
        payable solely from, the interest portion of such Monthly Payment collected
        by
        the Servicer, or as otherwise provided under Section 4.05 and in accordance
        with
        the Fannie Mae Guide(s). Any fee payable to the Servicer for administrative
        services related to any REO Property as described in Section 4.13 shall be
        payable from Liquidation Proceeds of the related REO Property.

      


      Servicing
        Fee Rate:
        As set
        forth in the Term Sheet.

      


      Servicing
        File:
        With
        respect to each Mortgage Loan, the file retained by the Servicer consisting
        of
        originals of all documents in the Mortgage File which are not delivered to
        the
        Purchaser and copies of the Mortgage Loan Documents listed in Exhibit A,
        the
        originals of which are delivered to the Purchaser or its designee pursuant
        to
        Section 2.04.

      


      Servicing
        Officer:
        Any
        officer of the Servicer involved in, or responsible for, the administration
        and
        servicing of the Mortgage Loans whose name appears on a list of servicing
        officers furnished by the Servicer to the Purchaser upon request, as such
        list
        may from time to time be amended.

      


      Stated
        Principal Balance:
        As to
        each Mortgage Loan as of any date of determination, (i) the principal balance
        of
        such Mortgage Loan at the Cut-off Date after giving effect to payments of
        principal due on or before such date, whether or not received, minus (ii)
        all
        amounts previously distributed to the Purchaser with respect to the Mortgage
        Loan representing payments or recoveries of principal or advances in lieu
        thereof.

      


      Static
        Pool Information:
        Static
        pool information as described in Item 1105(a)(1)-(3) and 1105(c) of Regulation
        AB.

      


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

      


      Subservicer:
        Any
        Person that services Mortgage Loans on behalf of the Company or any Subservicer
        and is responsible for the performance (whether directly or through Subservicers
        or Subcontractors) of a substantial portion of the material servicing functions
        required to be performed by the Company under this Agreement or any
        Reconstitution Agreement that are identified in Item 1122(d) of Regulation
        AB.
        Any subservicer shall meet the qualifications set forth in Section
        4.01.

      


      Subservicing
        Agreement:
        An
        agreement between the Servicer and a Subservicer, if any, for the servicing
        of
        the Mortgage Loans.

      


      Term
        Sheet:
        A
        supplemental agreement in the form attached hereto as Exhibit I which shall
        be
        executed and delivered by the Company, the Servicer and the Purchaser to
        provide
        for the sale and servicing pursuant to the terms of this Agreement of the
        Mortgage Loans listed on Schedule I attached thereto, which supplemental
        agreement shall contain certain specific information relating to such sale
        of
        such Mortgage Loans and may contain additional covenants relating to such
        sale
        of such Mortgage Loans.

      


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

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      ARTICLE
        II

      


      PURCHASE
        OF MORTGAGE LOANS; SERVICING OF MORTGAGE LOANS;

      RECORD
        TITLE AND POSSESSION OF MORTGAGE FILES;

      BOOKS
        AND RECORDS; CUSTODIAL AGREEMENT;

      DELIVERY
        OF MORTGAGE LOAN DOCUMENTS

      


      Section
        2.01 Agreement
        to Purchase.

      


      The
        Company agrees to sell and the Purchaser agrees to purchase the Mortgage
        Loans
        having an aggregate Stated Principal Balance on the related Cut-off Date
        set
        forth in the related Term Sheet in an amount as set forth in the Confirmation,
        or in such other amount as agreed by the Purchaser and the Company as evidenced
        by the actual aggregate Stated Principal Balance of the Mortgage Loans accepted
        by the Purchaser on the related Closing Date, with servicing retained by
        the
        Servicer. The Company shall deliver the related Mortgage Loan Schedule attached
        to the related Term Sheet for the Mortgage Loans to be purchased on the related
        Closing Date to the Purchaser at least two (2) Business Days prior to the
        related Closing Date. The Mortgage Loans shall be sold pursuant to this
        Agreement, and the related Term Sheet shall be executed and delivered on
        the
        related Closing Date.

      


      Section
        2.02 Purchase
        Price.

      


      The
        Purchase Price for each Mortgage Loan shall be the percentage of par as stated
        in the Confirmation (subject to adjustment as provided therein), multiplied
        by
        the Stated Principal Balance, as of the related Cut-off Date, of the Mortgage
        Loan listed on the related Mortgage Loan Schedule attached to the related
        Term
        Sheet, after application of scheduled payments of principal due on or before
        the
        related Cut-off Date whether or not collected. 

      


      In
        addition to the Purchase Price as described above, the Purchaser shall pay
        to
        the Company, at closing, accrued interest on the Stated Principal Balance
        of
        each Mortgage Loan as of the related Cut-off Date at the Mortgage Loan
        Remittance Rate of each Mortgage Loan from the related Cut-off Date through
        the
        day prior to the related Closing Date, inclusive.

      


      The
        Purchase Price plus accrued interest as set forth in the preceding paragraph
        shall be paid on the related Closing Date by wire transfer of immediately
        available funds.

      


      Purchaser
        shall be entitled to (1) all scheduled principal due after the related Cut-off
        Date, (2) all other recoveries of principal collected on or after the related
        Cut-off Date (provided, however, that all scheduled payments of principal
        due on
        or before the related Cut-off Date and collected by the Company or the Servicer
        or any successor servicer after the related Cut-off Date shall belong to
        the
        Company), and (3) all payments of interest on the Mortgage Loans net of
        applicable Servicing Fees (minus that portion of any such payment which is
        allocable to the period prior to the related Cut-off Date). The outstanding
        principal balance of each Mortgage Loan as of the related Cut-off Date is
        determined after application of payments of principal due on or before the
        related Cut-off Date whether or not collected, together with any unscheduled
        principal prepayments collected prior to the related Cut-off Date; provided,
        however, that payments of scheduled principal and interest prepaid for a
        Due
        Date beyond the related Cut-off Date shall not be applied to the principal
        balance as of the related Cut-off Date. Such prepaid amounts shall be the
        property of the Purchaser. The Servicer shall deposit any such prepaid amounts
        into the Custodial Account, which account is established for the benefit
        of the
        Purchaser for subsequent remittance by the Servicer to the
        Purchaser.

      


      Section
        2.03 Servicing
        of Mortgage Loans.

      


      Simultaneously
        with the execution and delivery of each Term Sheet, the Servicer does hereby
        agree to directly service the Mortgage Loans listed on the related Mortgage
        Loan
        Schedule attached to the related Term Sheet subject to the terms of this
        Agreement and the related Term Sheet. The rights of the Purchaser to receive
        payments with respect to the related Mortgage Loans shall be as set forth
        in
        this Agreement.

      


      Section
        2.04 Record
        Title and Possession of Mortgage Files; Maintenance of Servicing
        Files.

      


      As
        of the
        related Closing Date, the Company sold, transferred, assigned, set over and
        conveyed to the Purchaser, without recourse, on a servicing retained basis,
        and
        the Company hereby acknowledges that the Purchaser has, but subject to the
        terms
        of this Agreement and the related Term Sheet, all the right, title and interest
        of the Company in and to the Mortgage Loans. Company will deliver the Mortgage
        Files to the Custodian designated by Purchaser, on or before the related
        Closing
        Date, at the expense of the Company. The Servicer shall maintain a Servicing
        File consisting of a copy of the contents of each Mortgage File and the
        originals of the documents in each Mortgage File not delivered to the Purchaser.
        The Servicing File shall contain all documents necessary to service the Mortgage
        Loans. The possession of each Servicing File by the Servicer is at the will
        of
        the Purchaser, for the sole purpose of servicing the related Mortgage Loan,
        and
        such retention and possession by the Servicer is in a custodial capacity
        only.
        From the related Closing Date, the ownership of each Mortgage Loan, including
        the Mortgage Note, the Mortgage, the contents of the related Mortgage File
        and
        all rights, benefits, proceeds and obligations arising therefrom or in
        connection therewith, has been vested in the Purchaser. All rights arising
        out
        of the Mortgage Loans including, but not limited to, all funds received on
        or in
        connection with the Mortgage Loans and all records or documents with respect
        to
        the Mortgage Loans prepared by or which come into the possession of the Company
        and the Servicer shall be received and held by the Company and the Servicer,
        as
        applicable, in trust for the benefit of the Purchaser as the owner of the
        Mortgage Loans. Any portion of the Mortgage Files retained by the Servicer
        shall
        be appropriately identified in the Servicer's computer system to clearly
        reflect
        the ownership of the Mortgage Loans by the Purchaser. The Servicer shall
        release
        its custody of the contents of the Mortgage Files only in accordance with
        written instructions of the Purchaser, except when such release is required
        as
        incidental to the Servicer's servicing of the Mortgage Loans or is in connection
        with a repurchase of any Mortgage Loan or Loans with respect thereto pursuant
        to
        this Agreement and the related Term Sheet, such written instructions shall
        not
        be required.

      


      Section
        2.05  Books
        and Records.

      


      The
        sale
        of each Mortgage Loan shall be reflected on the Company's balance sheet and
        other financial statements as a sale of assets by the Company. The Company
        shall
        be responsible for maintaining, and shall maintain, a complete set of books
        and
        records for the Mortgage Loans that shall be appropriately identified in
        the
        Company's computer system to clearly reflect the ownership of the Mortgage
        Loan
        by the Purchaser. In particular, the Company shall maintain in its possession,
        available for inspection by the Purchaser, or its designee and shall deliver
        to
        the Purchaser upon demand, evidence of compliance with all federal, state
        and
        local laws, rules and regulations, and requirements of Fannie Mae or FHLMC,
        as
        applicable, including but not limited to documentation as to the method used
        in
        determining the applicability of the provisions of the Flood Disaster Protection
        Act of 1973, as amended, to the Mortgaged Property, documentation evidencing
        insurance coverage of any condominium project as required by Fannie Mae or
        FHLMC, and periodic inspection reports as required by Section 4.13. 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.

      


      The
        Servicer shall maintain with respect to each Mortgage Loan and shall make
        available for inspection by any Purchaser or its designee the related Servicing
        File during the time the Purchaser retains ownership of a Mortgage Loan and
        thereafter in accordance with applicable laws and regulations.

      


      In
        addition to the foregoing, Company and the Servicer shall provide to any
        supervisory agents or examiners that regulate Purchaser, including but not
        limited to, the OTS, the FDIC and other similar entities, access, during
        normal
        business hours, upon reasonable advance notice to Company or the Servicer,
        as
        applicable, and without cost to Company or the Servicer, as applicable, or
        such
        supervisory agents or examiners, to any documentation regarding the Mortgage
        Loans that may be required by any applicable regulator.

      


      Section
        2.06. Transfer
        of Mortgage Loans.

      


      The
        Servicer shall keep at its servicing office books and records in which, subject
        to such reasonable regulations as it may prescribe, the Servicer shall note
        transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless
        such transfer is in compliance with the terms hereof. For the purposes of
        this
        Agreement, the Company and the Servicer shall be under no obligation to deal
        with any person with respect to this Agreement or any Mortgage Loan unless
        a
        notice of the transfer of such Mortgage Loan has been delivered to the Company
        or the Servicer, as applicable, in accordance with this Section 2.06 and
        the
        books and records of the Servicer show such person as the owner of the Mortgage
        Loan. The Purchaser may, subject to the terms of this Agreement, sell and
        transfer one or more of the Mortgage Loans, provided, however, that the
        transferee will not be deemed to be a Purchaser hereunder binding upon the
        Company and the Servicer, as applicable, unless such transferee shall agree
        in
        writing to be bound by the terms of this Agreement and an original counterpart
        of the instrument of transfer in an Assignment and Assumption of this Agreement
        substantially in the form of Exhibit D hereto executed by the transferee
        shall
        have been delivered to the Company and the Servicer, as applicable. The
        Purchaser also shall advise the Company and the Servicer, as applicable,
        of the
        transfer. Upon receipt of notice of the transfer, the Company and the Servicer
        shall mark their respective books and records to reflect the ownership of
        the
        Mortgage Loans of such assignee, and the previous Purchaser shall be released
        from its obligations hereunder with respect to the Mortgage Loans sold or
        transferred.

      


      Section
        2.07 Delivery
        of Mortgage Loan Documents.

      


      The
        Company shall deliver and release to the Purchaser or its designee the Mortgage
        Loan Documents in accordance with the terms of this Agreement and the related
        Term Sheet. The documents enumerated as items (1), (2), (3), (4), (5), (6),
        (7),
        (8), (9) and (16) in Exhibit A hereto shall be delivered by the Company to
        the
        Purchaser or its designee no later than three (3) Business Days prior to
        the
        related Closing Date pursuant to a bailee letter agreement. All other documents
        in Exhibit A hereto, together with all other documents executed in connection
        with the Mortgage Loan that Company may have in its possession, shall be
        retained by the Company in trust for the Purchaser. If the Company cannot
        deliver the original recorded Mortgage Loan Documents or the original policy
        of
        title insurance, including riders and endorsements thereto, on the related
        Closing Date, the Company shall, promptly upon receipt thereof and in any
        case
        not later than 120 days from the related Closing Date, deliver such original
        documents, including original recorded documents, to the Purchaser or its
        designee (unless the Company is delayed in making such delivery by reason
        of the
        fact that such documents shall not have been returned by the appropriate
        recording office). If delivery is not completed within 120 days solely due
        to
        delays in making such delivery by reason of the fact that such documents
        shall
        not have been returned by the appropriate recording office, Company shall
        deliver such document to Purchaser, or its designee, within such time period
        as
        specified in a Company's Officer's Certificate. In the event that documents
        have
        not been received by the date specified in the Company's Officer's Certificate,
        a subsequent Company's Officer's Certificate shall be delivered by such date
        specified in the prior Company's Officer's Certificate, stating a revised
        date
        for receipt of documentation. The procedure shall be repeated until the
        documents have been received and delivered. If delivery is not completed
        within
        180 days solely due to delays in making such delivery by reason of the fact
        that
        such documents shall not have been returned by the appropriate recording
        office,
        the Company shall continue to use its best efforts to effect delivery as
        soon as
        possible thereafter, provided that if such documents are not delivered by
        the
        270th day from the date of the related Closing Date, the Company shall
        repurchase the related Mortgage Loans at the Repurchase Price in accordance
        with
        Section 3.03 hereof.

      


      The
        Company shall pay all initial recording fees, if any, for the assignments
        of
        mortgage and any other fees in connection with the transfer of all original
        documents to the Purchaser or its designee. Company shall prepare, in recordable
        form, all assignments of mortgage necessary to assign the Mortgage Loans
        to
        Purchaser, or its designee. Company shall be responsible for recording the
        assignments of mortgage.

      


      Company
        shall provide an original or duplicate original of the title insurance policy
        to
        Purchaser or its designee within ninety (90) days of the receipt of the recorded
        documents (required for issuance of such policy) from the applicable recording
        office.

      


      Any
        review by the Purchaser, or its designee, of the Mortgage Files shall in
        no way
        alter or reduce the Company's obligations hereunder.

      


      If
        the
        Purchaser or its designee discovers any defect with respect to a Mortgage
        File,
        the Purchaser shall, or shall cause its designee to, give written specification
        of such defect to the Company which may be given in the exception report
        or the
        certification delivered pursuant to this Section 2.07, or otherwise in writing
        and the Company shall cure or repurchase such Mortgage Loan in accordance
        with
        Section 3.03.

      


      The
        Company shall forward to the Purchaser, or its designee, original documents
        evidencing an assumption, modification, consolidation or extension of any
        Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within
        one
        week of their execution; provided, however, that the Company shall provide
        the
        Purchaser, or its designee, with a certified true copy of any such document
        submitted for recordation within one week of its execution, and shall provide
        the original of any document submitted for recordation or a copy of such
        document certified by the appropriate public recording office to be a true
        and
        complete copy of the original within sixty (60) days of its submission for
        recordation.

      


      From
        time
        to time the Company may have a need for Mortgage Loan Documents to be released
        from Purchaser, or its designee. Purchaser shall, or shall cause its designee,
        upon the written request of the Company, within ten (10) Business Days, deliver
        to the Company, any requested documentation previously delivered to Purchaser
        as
        part of the Mortgage File, provided that such documentation is promptly returned
        to Purchaser, or its designee, when the Company no longer requires possession
        of
        the document, and provided that during the time that any such documentation
        is
        held by the Company, such possession is in trust for the benefit of Purchaser.
        Company shall indemnify Purchaser, and its designee, from and against any
        and
        all losses, claims, damages, penalties, fines, forfeitures, costs and expenses
        (including court costs and reasonable attorney's fees) resulting from or
        related
        to the loss, damage, or misplacement of any documentation delivered to Company
        pursuant to this paragraph.

      


      Section
        2.08 Quality
        Control Procedures.

      


      Each
        of
        the Company and the Servicer must have an internal quality control program
        that,
        among other things, verifies, on a regular basis, the existence and accuracy
        of
        the legal documents, credit documents, property appraisals, and underwriting
        decisions. These programs must be capable of evaluating and monitoring the
        overall quality of the Company’s and the Servicer’s respective loan production
        and servicing activities. These programs is to ensure that the Mortgage Loans
        are originated and serviced in accordance with prudent mortgage banking
        practices and accounting principles; guard against dishonest, fraudulent,
        or
        negligent acts; and guard against errors and omissions by officers, employees,
        or other authorized persons.

      


      Section
        2.09 Near-term
        Principal Prepayments; Near Term Payment Defaults

      


      In
        the
        event any Principal Prepayment is made by a Mortgagor on or prior to three
        months after the related Closing Date, the Company shall remit to the Purchaser
        an amount equal to the excess, if any, of the Purchase Price Percentage over
        par
        multiplied by the amount of such Principal Prepayment. Such remittance shall
        be
        made by the Company to Purchaser no later than the third Business Day following
        receipt of such Principal Prepayment by the Company or the
        Servicer.

      


      In
        the
        event either of the first three (3) scheduled Monthly Payments which are
        due the
        Purchaser under any Mortgage Loan after the related Cut-off Date are not
        made
        during the month in which such Monthly Payments are due, then not later than
        five (5) Business Days after notice to the Company by Purchaser (and at
        Purchaser’s sole option), the Company, shall repurchase such Mortgage Loan from
        the Purchaser pursuant to the repurchase provisions contained in this Section
        3.03.

      


      


      Section
        2.10  Modification
        of Obligations. 

      


      Purchaser
        may, without any notice to Company or the Servicer, extend, compromise, renew,
        release, change, modify, adjust or alter, by operation of law or otherwise,
        any
        of the obligations of the Mortgagors or other persons obligated under a Mortgage
        Loan without releasing or otherwise affecting the obligations of Company
        and the
        Servicer under this Agreement, or with respect to such Mortgage Loan, except
        to
        the extent Purchaser’s extension, compromise, release, change, modification,
        adjustment, or alteration affects the Company’s or the Servicer’s ability to
        collect the Mortgage Loan or realize on the security of the Mortgage, but
        then
        only to the extent such action has such effect.

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      ARTICLE
        III

      


      REPRESENTATIONS
        AND WARRANTIES OF

      THE
        COMPANY AND THE SERVICER; 

      REPURCHASE;
        REVIEW OF MORTGAGE LOANS

      


      Section
        3.01 Representations
        and Warranties of the Company and the Servicer. 

      


      Each
        of
        the Company and the Servicer, to the extent set forth in this Section 3.01,
        hereby represent, warrant and covenant to the Purchaser that, as of the related
        Closing Date or as of such date specifically provided herein:

      


      (a) Each
        of
        the Company and the Servicer are a corporation, duly organized, validly existing
        and in good standing under the laws of their respective jurisdictions of
        incorporation or formation and have all licenses necessary to carry out their
        respective business as now being conducted, and is licensed and qualified
        to
        transact business in and is in good standing under the laws of each state
        in
        which any Mortgaged Property is located or is otherwise exempt under applicable
        law from such licensing or qualification or is otherwise not required under
        applicable law to effect such licensing or qualification and no demand for
        such
        licensing or qualification has been made upon the Company or the Servicer
        by any
        such state, and in any event each of the Company and the Servicer are in
        compliance with the laws of any such state to the extent necessary to ensure
        the
        enforceability of each Mortgage Loan and the servicing of the Mortgage Loans
        in
        accordance with the terms of this Agreement;

       

      (b)
        Each
        of the Company and the Servicer have the full corporate power and authority
        and
        legal right to hold, transfer and convey each Mortgage Loan, to sell each
        Mortgage Loan and to execute, deliver and perform, and to enter into and
        consummate all transactions contemplated by this Agreement and the related
        Term
        Sheet and to conduct its business as presently conducted, has duly authorized
        the execution, delivery and performance of this Agreement and the related
        Term
        Sheet and any agreements contemplated hereby, has duly executed and delivered
        this Agreement and the related Term Sheet, and any agreements contemplated
        hereby, and
        this
        Agreement and the related Term Sheet and each Assignment to the Purchaser
        and
        any agreements contemplated hereby, constitutes a legal, valid and binding
        obligation of the Company
        and the Servicer,
        as
        applicable, enforceable against it in accordance with its terms, and all
        requisite corporate action has been taken by the Company and the Servicer
        to
        make this Agreement and the related Term Sheet and all agreements contemplated
        hereby valid and binding upon the Company and the Servicer, as applicable,
        in
        accordance with their terms;
        

      


      (c)
        Neither the execution and delivery of this Agreement and the related Term
        Sheet
        by the Company and the Servicer, nor the origination or purchase of the Mortgage
        Loans by the Company, the sale of the Mortgage Loans to the Purchaser, the
        consummation of the transactions contemplated hereby, nor the fulfillment
        of or
        compliance with the terms and conditions of this Agreement and the related
        Term
        Sheet, will conflict with any of the terms, conditions or provisions of the
        Company's and the Servicer’s, as applicable, charter or by-laws or materially
        conflict with or result in a material breach of any of the terms, conditions
        or
        provisions of any legal restriction or any agreement or instrument to which
        the
        Company or the Servicer, as applicable, is now a party or by which it is
        bound,
        or constitute a default or result in an acceleration under any of the foregoing,
        or result in the material violation of any law, rule, regulation, order,
        judgment or decree to which the Company or the Servicer, or their respective
        properties are subject, or impair the ability of the Purchaser to realize
        on the
        Mortgage Loans.

      


      (d)
        There
        is no litigation, suit, proceeding or investigation pending or, to the best
        of
        Company’s or the Servicer’s, as applicable, knowledge, threatened, or any order
        or decree outstanding, with respect to the Company or the Servicer, as
        applicable, which, either in any one instance or in the aggregate, is reasonably
        likely to have a material adverse effect on the sale of the Mortgage Loans,
        the
        execution, delivery, performance or enforceability of this Agreement and
        the
        related Term Sheet, or which is reasonably likely to have a material adverse
        effect on the financial condition of the Company and the Servicer, as
        applicable.

      


      (e)
        No
        consent, approval, authorization or order of any court or governmental agency
        or
        body is required for the execution, delivery and performance by the Company
        or
        the Servicer, as applicable, of or compliance by the Company or the Servicer
        with this Agreement or the related Term Sheet, or the sale of the Mortgage
        Loans
        and delivery of the Mortgage Files to the Purchaser or the consummation of
        the
        transactions contemplated by this Agreement or the related Term Sheet, except
        for consents, approvals, authorizations and orders which have been
        obtained;

      


      (f)
        The
        consummation of the transactions contemplated by this Agreement or the related
        Term Sheet is in the ordinary course of business of the Company and Company,
        and
        the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages
        by the Company pursuant to this Agreement or the related Term Sheet are not
        subject to bulk transfer or any similar statutory provisions in effect in
        any
        applicable jurisdiction;

      


      (g)
        The
        origination and servicing practices used by the Company or the Servicer,
        as
        applicable, and any prior originator or servicer with respect to each Mortgage
        Note and Mortgage have been legal and in accordance with applicable laws
        and
        regulations and the Mortgage Loan Documents, and in all material respects
        proper
        and prudent in the mortgage origination and servicing business. Each Mortgage
        Loan has been serviced by the Servicer
        in
        all
        material respects with Accepted Servicing Practices. With respect to escrow
        deposits and payments that the Servicer, on behalf of an investor, is entitled
        to collect, all such payments are in the possession of, or under the control
        of,
        the Servicer, and there exist no deficiencies in connection therewith for
        which
        customary arrangements for repayment thereof have not been made. All escrow
        payments have been collected in full compliance with state and federal law
        and
        the provisions of the related Mortgage Note and Mortgage. As to any Mortgage
        Loan that is the subject of an escrow, escrow of funds is not prohibited
        by
        applicable law and has been established in an amount sufficient to pay for
        every
        escrowed item that remains unpaid and has been assessed but is not yet due
        and
        payable. No escrow deposits or other charges or payments due under the Mortgage
        Note have been capitalized under any Mortgage or the related Mortgage
        Note;

      


      (h)
        The
        Company used no selection procedures that identified the Mortgage Loans as
        being
        less desirable or valuable than other comparable mortgage loans in the Company's
        portfolio at the related Cut-off Date; 

      


      (i) The
        Company will treat the sale of the Mortgage Loans to the Purchaser as a sale
        for
        reporting and accounting purposes and, to the extent appropriate, for federal
        income tax purposes; 

      


      (j) The
        Company is an approved seller of residential mortgage loans for Fannie Mae,
        FHLMC and HUD. The Company is duly qualified, licensed, registered and otherwise
        authorized under all applicable federal, state and local laws, and regulations,
        if applicable, meets the minimum capital requirements set forth by the OCC,
        and
        is in good standing to sell mortgage loans to Fannie Mae and FHLMC and no
        event
        has occurred which would make Company unable to comply with eligibility
        requirements or which would require notification to either Fannie Mae or
        FHLMC.
        The Servicer
        is
        an
        approved servicer of residential mortgage loans for Fannie Mae, FHLMC and
        HUD,
        with such facilities, procedures and personnel necessary for the sound servicing
        of such mortgage loans. The Servicer is duly qualified, licensed, registered
        and
        otherwise authorized under all applicable federal, state and local laws,
        and
        regulations, if applicable, meets the minimum capital requirements set forth
        by
        the OCC, and is in good standing to service mortgage loans for Fannie Mae
        and
        FHLMC and no event has occurred which would make Servicer unable to comply
        with
        eligibility requirements or which would require notification to either Fannie
        Mae or FHLMC;

      


      (k) Neither
        the Company nor the Servicer believe, nor do they have any cause or reason
        to
        believe, that they cannot perform each and every one of their respective
        covenants contained in this Agreement or the related Term Sheet. The Company
        is
        solvent and the sale of the Mortgage Loans will not cause the Company to
        become
        insolvent. The sale of the Mortgage Loans is not undertaken with the intent
        to
        hinder, delay or defraud any of the Company's creditors;

      


      (l) No
        statement, tape, diskette, form, report or other document prepared by, or
        on
        behalf of, Company pursuant to this Agreement or the related Term Sheet or
        in
        connection with the transactions contemplated hereby, contains or will contain
        any statement that is inaccurate or misleading in any material
        respect;

      


      (m)
         The
        Servicer acknowledges and agrees that the Servicing Fee represents reasonable
        compensation for performing such services and that the entire Servicing Fee
        shall be treated by the Servicer, for accounting and tax purposes, as
        compensation for the servicing and administration of the Mortgage Loans pursuant
        to this Agreement. In the opinion of Company, the consideration received
        by
        Company upon the sale of the Mortgage Loans to Purchaser under this Agreement
        and the related Term Sheet constitutes fair consideration for the Mortgage
        Loans
        under current market conditions. 

      


      (n) Company
        has delivered to the Purchaser financial statements of its parent, for its
        last
        two complete fiscal years. All such financial information fairly presents
        the
        pertinent results of operations and financial position for the period identified
        and has been prepared in accordance with GAAP consistently applied throughout
        the periods involved, except as set forth in the notes thereto. There has
        been
        no change in the servicing policies and procedures of the Servicer, business,
        operations, financial condition, properties or assets of the Company or the
        Servicer since the date of the financial statements referenced hereunder
        that
        would have a material adverse effect on its ability to perform its obligations
        under this Agreement;

      


      (o) The
        Company has not dealt with any broker, investment banker, agent or other
        person
        that may be entitled to any commission or compensation in connection with
        the
        sale of the Mortgage Loans;

      


      (p) As
        of the
        date of each Securitization Transaction, and except as has been otherwise
        disclosed to the Purchaser, any Master Servicer and any Depositor: (1) no
        default or servicing related performance trigger has occurred as to any other
        securitization due to any act or failure to act of the Company or the Servicer;
        (2) no material noncompliance with applicable servicing criteria as to any
        other
        securitization has occurred, been disclosed or reported by the Company or
        the
        Servicer; (3) neither the Company nor the Servicer has been terminated as
        servicer in a residential mortgage loan securitization, either due to a
        servicing default or to application of a servicing performance test or trigger;
        (4) no material changes to the Company’s or the Servicer’s servicing policies
        and procedures for similar loans has occurred in the preceding three years;
        (5)
        there are no aspects of the Company’s or the Servicer’s financial condition that
        could have a material adverse impact on the performance by the Company or
        the
        Servicer, as applicable, of its obligations hereunder; (6) there are no legal
        proceedings pending, or known to be contemplated by governmental authorities,
        against the Company or the Servicer that could be material to investors in
        the
        securities issued in such Securitization Transaction; and (7) there are no
        affiliations, relationships or transactions relating to the Company or the
        Servicer of a type that are described under Item 1119 of Regulation
        AB;

      


      (q) If
        so
        requested by the Purchaser or any Depositor on any date, the Company and
        the
        Servicer shall, within five (5) Business Days following such request, confirm
        in
        writing the accuracy of the representations and warranties set forth in Section
        3.01(p) of this Section or, if any such representation and warranty is not
        accurate as of the date of such request, provide reasonably adequate disclosure
        of the pertinent facts, in writing, to the requesting party; 

      


      (r) Notwithstanding
        anything to the contrary in the Agreement, the Company and the Servicer shall
        (or shall cause each Subservicer and Third-Party Originator to) (i) immediately
        notify the Purchaser, any Master Servicer and any Depositor in writing of
        (A)
        any material litigation or governmental proceedings pending against the Company,
        the Servicer, any Subservicer or any Third-Party Originator, (B) any
        affiliations or relationships that develop following the closing date of
        a
        Securitization Transaction between the Company, the Servicer, any Subservicer
        or
        any Third-Party Originator and any of the parties specified in clause (7)
        of
        paragraph (p) of this Section (and any other parties identified in writing
        by
        the requesting party) with respect to such Securitization
        Transaction,
        (C) any
        Event of Default under the terms of this Agreement or any Reconstitution
        Agreement, (D) any merger, consolidation or sale of substantially all of
        the
        assets of the Company or the Servicer, and (E) the Servicer’s entry into an
        agreement with a Subservicer to perform or assist in the performance of any
        of
        the Servicer’s obligations under this Agreement or any Reconstitution Agreement
        and (ii)
        provide
        to the Purchaser and any Depositor a description of such proceedings,
        affiliations or relationships.

      


      All
        notification pursuant to this Section 3.01(r) should be sent by e-mail
        transmission to regABnotifications@bear.com,
        and
        additionally as specified below.

      


      All
        notification pursuant to this Section 3.01(r), other than those pursuant
        to
        Section 3.01(r)(i)(A), should be sent to:

      


      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        TX 75067-3884

      Attention:
        Conduit Seller Approval Dept.

      Facsimile:
        (214) 626-3751

      Email:
        sellerapproval@bear.com

      


      With
        a
        copy to:

      


      Bear,
        Stearns & Co. Inc.

      383
        Madison Avenue, 3rd Floor

      New,
        York, NY 10179

      Attention:
        Global Credit Administration

      Facsimile:
        (212) 272-6564

      


      Notifications
        pursuant to Section 3.01(r)(i)(A) should be sent to: 

      


      EMC
        Mortgage Corporation

      Two
        Mac
        Arthur Ridge

      909
        Hidden Ridge Drive, Suite 200

      Irving,
        TX 75038

      Attention:
        Associate General Counsel for Loan Administration

      Facsimile:
        (972) 831-2555

      


      With
        copies to:

      


      Bear,
        Stearns & Co. Inc.

      383
        Madison Avenue, 3rd Floor

      New,
        York, NY 10179

      Attention:
        Global Credit Administration

      Facsimile:
        (212) 272-6564

      


      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        TX 75067-3884

      Attention:
        Conduit Seller Approval Dept.

      Facsimile:
        (214) 626-3751

      Email:
        sellerapproval@bear.com

      


      (s) As
        a
        condition to the succession to the Servicer or any Subservicer as servicer
        or
        subservicer under this Agreement or any Reconstitution Agreement by any Person
        (i) into which the Servicer
        or
        such
        Subservicer may be merged or consolidated, or (ii) which may be appointed
        as a
        successor to the Servicer or any Subservicer, the Servicer shall provide
        to the
        Purchaser, any Master Servicer and any Depositor, at least 15 calendar days
        prior to the effective date of such succession or appointment, (x) written
        notice to the Purchaser, any Master Servicer and any Depositor of such
        succession or appointment and (y) in writing and in form and substance
        reasonably satisfactory to the Purchaser, any Master Servicer and such
        Depositor, all information reasonably requested by the Purchaser, any Master
        Servicer or any Depositor in order to comply with its reporting obligation
        under
        Item 6.02 of Form 8-K with respect to any class of asset-backed
        securities.

      


      Section
        3.02 Representations
        and Warranties as to Individual Mortgage Loans.

      


      References
        in this Section to percentages of Mortgage Loans refer in each case to the
        percentage of the aggregate Stated Principal Balance of the Mortgage Loans
        as of
        the related Cut-off Date, based on the outstanding Stated Principal Balances
        of
        the Mortgage Loans as of the related Cut-off Date, and giving effect to
        scheduled Monthly Payments due on or prior to the related Cut-off Date, whether
        or not received. References to percentages of Mortgaged Properties refer,
        in
        each case, to the percentages of expected aggregate Stated Principal Balances
        of
        the related Mortgage Loans (determined as described in the preceding sentence).
        Each of the Company and the Servicer (but with respect to the Servicer, only
        to
        the extent expressly set forth in this Section 3.02), hereby represent and
        warrant to the Purchaser, as to each Mortgage Loan, as of the related Closing
        Date as follows:

      


        
        (a)
The
        information set forth in the Mortgage Loan Schedule attached to the related
        Term
        Sheet is true, complete and correct in all material respects as of the related
        Cut-Off Date;

      


      (b) The
        Mortgage creates a valid, subsisting and enforceable first lien or a first
        priority ownership interest in an estate in fee simple in real property securing
        the related Mortgage Note subject to principles of equity, bankruptcy,
        insolvency and other laws of general application affecting the rights of
        creditors;

      


      (c)
        All
        payments due prior to the related Cut-off Date for such Mortgage Loan have
        been
        made as of the related Closing Date; the Mortgage Loan has not been dishonored;
        there are no material defaults under the terms of the Mortgage Loan; the
        Company
        has not advanced its own 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 by the Mortgage Loan. As of the related Closing Date, all of the
        Mortgage Loans will have an actual interest paid to date of their related
        Cut-off Date (or later) and will be due for the scheduled monthly payment
        next
        succeeding the Cut-off Date (or later), as evidenced by a posting to Servicer's
        servicing collection system. No payment under any Mortgage Loan is delinquent
        as
        of the related Closing Date nor has any scheduled payment been delinquent
        at any
        time during the twelve (12) months prior to the month of the related Closing
        Date. For purposes of this paragraph, a Mortgage Loan will be deemed delinquent
        if any payment due thereunder was not paid by the Mortgagor in the month
        such
        payment was due;

      


      (d)
        There
        are no defaults by Company in complying with the terms of the Mortgage, and
        all
        taxes, governmental assessments, insurance premiums, water, sewer and municipal
        charges, leasehold payments or ground rents which previously became due and
        owing have been paid, or escrow funds have been established in an amount
        sufficient to pay for every such escrowed item which remains unpaid and which
        has been assessed but is not yet due and payable;

      


      (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 have
        been recorded to the extent any such recordation is required by law, or,
        necessary to protect the interest of the Purchaser. No instrument of waiver,
        alteration or modification has been executed except in connection with a
        modification agreement and which modification agreement is part of the Mortgage
        File and the terms of which are reflected in the related Mortgage Loan Schedule,
        and no Mortgagor has been released, in whole or in part, from the terms thereof
        except in connection with an assumption agreement and which assumption agreement
        is part of the Mortgage File and the terms of which are reflected in the
        related
        Mortgage Loan Schedule; the substance of any such waiver, alteration or
        modification has been approved by the issuer of any related Primary Mortgage
        Insurance Policy and title insurance policy, to the extent required by the
        related policies;

      


      (f)
        The
        Mortgage Note and the Mortgage are not subject to any right of rescission,
        set-off, counterclaim or defense, including, without limitation, the defense
        of
        usury, nor will the operation of any of the terms of the Mortgage Note or
        the
        Mortgage, or the exercise of any right thereunder, render the Mortgage Note
        or
        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; and as of the related Closing Date the Mortgagor
        was not a debtor in any state or federal bankruptcy or insolvency
        proceeding;

      


      (g)
        All
        buildings or other customarily insured improvements upon the Mortgaged Property
        are insured by a Qualified Insurer, against loss by fire, hazards of extended
        coverage and such other hazards as are provided for in the Fannie Mae or
        FHLMC
        Guide, as well as all additional requirements set forth in Section 4.10 of
        this
        Agreement. All such standard hazard policies are in full force and effect
        and
        contain a standard mortgagee clause naming the Company and its successors
        in
        interest and assigns as loss payee and such clause is still in effect and
        all
        premiums due thereon have been paid. If required by the Flood Disaster
        Protection Act of 1973, as amended, the Mortgage Loan is covered by a flood
        insurance policy meeting the requirements of the current guidelines of the
        Federal Insurance Administration which policy conforms to Fannie Mae or FHLMC
        requirements, as well as all additional requirements set forth in Section
        4.10
        of this Agreement. Such policy was issued by a Qualified Insurer. The Mortgage
        obligates the Mortgagor thereunder to maintain all such insurance at the
        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 the
        Mortgagor's cost and expense and to seek reimbursement therefor from the
        Mortgagor. None of the Company, the Servicer (nor any prior originator or
        servicer of any of the Mortgage Loans) nor any Mortgagor has engaged in any
        act
        or omission which has impaired or would impair the coverage of any such policy,
        the benefits of the endorsement provided for herein, or the validity and
        binding
        effect of either;

      


      (h)
        Each
Mortgage
        Loan complies with, and the Company has complied with, applicable local,
        state
        and federal laws, regulations and other requirements including, without
        limitation, usury, equal credit opportunity, real estate settlement procedures,
        the Federal Truth-In-Lending Act, disclosure laws and all predatory and abusive
        lending laws and consummation of the transactions contemplated hereby, including
        without limitation, the receipt of interest by the owner of such Mortgage
        Loan,
        will not involve the violation of any such laws, rules or regulations. None
        of
        the Mortgage Loans are (a) Mortgage Loans subject to 12 CFR Part 226.31,
        12 CFR
        Part 226.32 or 226.34 of Regulation Z, the regulation implementing TILA,
        which
        implements the Home Ownership and Equity Protection Act of 1994, as amended,
        or
        (b) except as may be provided in subparagraph (c) below, classified and/or
        defined, as a “high cost”, “threshold”, “predatory” “high risk home loan” or
“covered” loan (or a similarly classified loan using different terminology under
        a law imposing additional legal liability for mortgage loans having high
        interest rates, points and or/fees) under any other state, federal or local
        law
        including, but not limited to, the States of Georgia, New York, North Carolina,
        Arkansas, Kentucky or New Mexico, (c) Mortgage Loans subject to the New Jersey
        Home Ownership Security Act of 2002 (the “Act”), unless such Mortgage Loan is a
        (1) “Home Loan” as defined in the Act that is a first lien Mortgage Loan, which
        is not a “High Cost Home Loan” as defined in the Act or (2) “Covered Home Loan”
as defined in the Act that is a first lien purchase money Mortgage Loan,
        which
        is not a High Cost Home Loan under the Act, or (d) secured by Mortgaged Property
        in the Commonwealth of Massachusetts with a loan application date on or after
        November 7, 2004 that refinances a mortgage loan that is less than sixty
        (60)
        months old, unless such Mortgage Loan (1) is on an investment property, (ii)
        meets the requirements set forth in the Code of Massachusetts Regulation
        (“CMR”), 209 CMR 53.04(1)(b), or (iii) meets the requirements set forth in the
        209 CMR 53.04(1)(c). In addition to and notwithstanding anything to the contrary
        herein, no Mortgage Loan for which the Mortgaged Property is located in New
        Jersey is a Home Loan as defined in the Act that was made, arranged, or assigned
        by a person selling either a manufactured home or home improvements to the
        Mortgaged Property or was made by an originator to whom the Mortgagor was
        referred by any such seller. Each Mortgage Loan is being (and has been) serviced
        in accordance with Accepted Servicing Practices and applicable state and
        federal
        laws, including, without limitation, the Federal Truth-In-Lending Act and
        other
        consumer protection laws, real estate settlement procedures, usury, equal
        credit
        opportunity and disclosure laws. Company shall maintain in its possession,
        available for the Purchaser’s inspection, as appropriate, and shall deliver to
        the Purchaser or its designee upon demand, evidence of compliance with all
        such
requirements;
        

      


      (i)
        The
        Mortgage has not been satisfied, canceled or subordinated, in whole or in
        part,
        or rescinded, 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.
        The
        Company has not waived the performance by the Mortgagor of any action, if
        the
        Mortgagor’s failure to perform such action would cause the Mortgage Loan to be
        in default, nor has the Company waived any default resulting from any action
        or
        inaction by the Mortgagor;

      


      (j) The
        Mortgage is a valid, subsisting, enforceable and perfected first lien on
        the
        Mortgaged Property, including all buildings on the Mortgaged Property and
        all
        installations and mechanical, electrical, plumbing, heating and air conditioning
        systems affixed to such buildings, and all additions, alterations and
        replacements made at any time with respect to the foregoing securing the
        Mortgage Note's original principal balance subject to principles of equity,
        bankruptcy, insolvency and other laws of general application affecting the
        rights of creditors. The Mortgage and the Mortgage Note do not contain any
        evidence of any security interest or other interest or right thereto. Such
        lien
        is free and clear of all adverse claims, liens and encumbrances having priority
        over the first lien of the Mortgage subject only to (1) the lien of
        non-delinquent 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 which
        are
        acceptable to mortgage lending institutions generally and either (A) which
        are
        referred to in the lender’s title insurance policy delivered to the originator
        or otherwise considered in the appraisal made for the originator of the Mortgage
        Loan, or (B) which do not adversely affect the residential use or Appraised
        Value of the Mortgaged Property as set forth in such appraisal, and (3) other
        matters to which like properties are commonly subject which do not individually
        or in the aggregate materially interfere with the benefits of the security
        intended to be provided by the Mortgage or the use, enjoyment, value or
        marketability of the related Mortgaged Property. Any security agreement,
        chattel
        mortgage or equivalent document related to and delivered in connection with
        the
        Mortgage Loan establishes and creates a valid, subsisting, enforceable and
        perfected first lien and first priority security interest on the property
        described therein, and the Company has the full right to sell and assign
        the
        same to the Purchaser;

      


      (k)
        The
        Mortgage Note and the related Mortgage are original and genuine and each
        is the
        legal, valid and binding obligation of the maker thereof, enforceable in
        all
        respects in accordance with its terms subject to principles of equity,
        bankruptcy, insolvency and other laws of general application affecting the
        rights of creditors, and the Company has taken all action necessary to transfer
        such rights of enforceability to the Purchaser. All parties to the Mortgage
        Note
        and the Mortgage had the legal capacity to enter into the Mortgage Loan and
        to
        execute and deliver the Mortgage Note and the Mortgage. The Mortgage Loan
        Documents are on forms acceptable to Fannie Mae and FHLMC. The Mortgage Note
        and
        the Mortgage have been duly and properly executed by such parties. No fraud,
        error, omission, misrepresentation, negligence or similar occurrence with
        respect to a Mortgage Loan has taken place on the part of Company, the Servicer
        or the Mortgagor, or on the part of any other party involved in the origination
        or servicing of the Mortgage Loan. 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
        improvements 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;

      


      (l)
        The
        Company is the sole owner and holder of the Mortgage Loan and the indebtedness
        evidenced by the Mortgage Note. Upon the sale of the Mortgage Loan to the
        Purchaser, the Company will retain the Mortgage File or any part thereof
        with
        respect thereto not delivered to the Purchaser or the Purchaser’s designee in
        trust only for the purpose of servicing and supervising the servicing of
        the
        Mortgage Loan. Immediately prior to the transfer and assignment to the
        Purchaser, the Mortgage Loan, including the Mortgage Note and the Mortgage,
        were
        not subject to an assignment, sale or pledge to any person other than Purchaser,
        and the Company had good and marketable title to and was the sole owner thereof
        and had full right to transfer and sell the Mortgage Loan to the Purchaser
        free
        and clear of any encumbrance, equity, lien, pledge, charge, claim or security
        interest and has the full right and authority subject to no interest or
        participation of, or agreement with, any other party, to sell and assign
        the
        Mortgage Loan pursuant to this Agreement and following the sale of the Mortgage
        Loan, the Purchaser will own such Mortgage Loan free and clear of any
        encumbrance, equity, participation interest, lien, pledge, charge, claim
        or
        security interest. The Company intends to relinquish all rights to possess,
        control and monitor the Mortgage Loan, except for the purposes of the Servicer’s
        servicing the Mortgage Loan as set forth in this Agreement. After the related
        Closing Date, the Company will not have any right to modify or alter the
        terms
        of the sale of the Mortgage Loan and the Company will not have any obligation
        or
        right to repurchase the Mortgage Loan or substitute another Mortgage Loan,
        except as provided in this Agreement, or as otherwise agreed to by the Company
        and the Purchaser;

      


      (m)
        Each
        Mortgage Loan is covered by an ALTA lender's title insurance policy or other
        generally acceptable form of policy or insurance acceptable to Fannie Mae
        or
        FHLMC (including adjustable rate endorsements), issued by a title insurer
        acceptable to Fannie Mae or FHLMC and qualified to do business in the
        jurisdiction where the Mortgaged Property is located, insuring (subject to
        the
        exceptions contained in (j)(1), (2) and (3) above) the Company, 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 providing for adjustment in the Mortgage Interest Rate and Monthly
        Payment. Where required by state law or regulation, the Mortgagor has been
        given
        the opportunity to choose the carrier of the required mortgage title insurance.
        The Company, its successors and assigns, is the sole insured of such lender's
        title insurance policy, such title insurance policy has been duly and validly
        endorsed to the Purchaser or the assignment to the Purchaser of the Company's
        interest therein does not require the consent of or notification to the insurer
        and such lender's title insurance policy is in full force and effect and
        will be
        in full force and effect upon the consummation of the transactions contemplated
        by this Agreement. No claims have been made under such lender's title insurance
        policy, and no prior holder or servicer of the related Mortgage, including
        the
        Company, nor any Mortgagor, has done, by act or omission, anything which
        would
        impair the coverage of such lender's title insurance policy;

      


      (n)
        Other
        than a Monthly Payment due but not delinquent (as provided in Section 3.02(c)
        herein) and in such case, only if specified on the related Mortgage Loan
        Schedule, there is no default, breach, violation or event of acceleration
        existing under the Mortgage or the related Mortgage Note and 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 permitting
        acceleration; and neither the Company, nor any prior mortgagee has waived
        any
        default, breach, violation or event permitting acceleration;

      


      (o)
        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 liens) affecting the related Mortgaged Property which are or may
        be
        liens prior to or equal to the lien of the related Mortgage;

      


      (p)
        All
        improvements subject to the Mortgage which were considered in determining
        the
        Appraised Value of the Mortgaged Property lie wholly within the boundaries
        and
        building restriction lines of the Mortgaged Property (and wholly within the
        project with respect to a condominium unit) and no improvements on adjoining
        properties encroach upon the Mortgaged Property except those which are insured
        against by the title insurance policy referred to in clause (m) above and
        all
        improvements on the property comply with all applicable zoning and subdivision
        laws and ordinances;

      


      (q)
        Each
        Mortgage Loan was originated by or for the Company pursuant to, and conforms
        with, the Company’s underwriting guidelines attached as Exhibit H hereto. The
        Mortgage Loan bears interest at an adjustable rate (if applicable) as set
        forth
        in the related Mortgage Loan Schedule, and Monthly Payments under the Mortgage
        Note are due and payable on the first day of each month. The Mortgage contains
        the usual and enforceable provisions of the Company at the time of origination
        for the acceleration of the payment of the unpaid principal amount of the
        Mortgage Loan if the related Mortgaged Property is sold without the prior
        consent of the mortgagee thereunder;

      


      (r)
        The
        Mortgaged Property is not subject to any material damage. At origination
        of the
        Mortgage Loan there was not, since origination of the Mortgage Loan there
        has
        not been, and there currently is no proceeding pending for the total or partial
        condemnation of the Mortgaged Property. The Company has not received
        notification that any such proceedings are scheduled to commence at a future
        date;

      


      (s)
        The
        related Mortgage contains customary and enforceable provisions such as to
        render
        the rights and remedies of the holder thereof adequate for the realization
        against the Mortgaged Property of the benefits of the security 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 homestead
        or 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;

      


      (t)
        If
        the Mortgage constitutes a deed of trust, a trustee, authorized and duly
        qualified if required under applicable law to act as such, has been properly
        designated and currently so serves and is named in the Mortgage, and no fees
        or
        expenses, except as may be required by local law, are or will become payable
        by
        the Purchaser to the trustee under the deed of trust, except in connection
        with
        a trustee's sale or attempted sale after default by the Mortgagor;

      


      (u)
        The
        Mortgage File contains an appraisal of the related Mortgaged Property signed
        prior to the final approval of the mortgage loan application by a Qualified
        Appraiser, approved by the Company, who had no interest, direct or indirect,
        in
        the Mortgaged Property or in any loan made on the security thereof, and whose
        compensation is not affected by the approval or disapproval of the Mortgage
        Loan, and the appraisal and appraiser both satisfy the requirements of Fannie
        Mae or FHLMC and Title XI of the Federal Institutions Reform, Recovery, and
        Enforcement Act of 1989 and the regulations promulgated thereunder, all as
        in
        effect on the date the Mortgage Loan was originated. The appraisal is in
        a form
        acceptable to Fannie Mae or FHLMC;

      


      (v)
        All
        parties which have had any legal 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) (A) in compliance with any and all
        applicable licensing requirements of the laws of the state wherein the Mortgaged
        Property is located, and (B) (1) organized under the laws of such state,
        or (2)
        qualified to do business in such state, or (3) federal savings and loan
        associations or national banks or a Federal Home Loan Bank or savings bank
        having principal offices in such state, or (4) not doing business in such
        state;

      


      (w)
        The
        related Mortgage Note is not and has not been secured by any collateral except
        the lien of the corresponding Mortgage and the security interest of any
        applicable security agreement or chattel mortgage referred to above and such
        collateral does not serve as security for any other obligation;

      


      (x)
        The
        Mortgagor has received and has executed, where applicable, all disclosure
        materials required by applicable law with respect to the making of such mortgage
        loans;

      


      (y)
        The
        Mortgage Loan does not contain balloon or "graduated payment" features. No
        Mortgage Loan is subject to a buydown agreement or contains any buydown
        provision;

      


      (z)
        The
        Mortgagor is not in bankruptcy and, the Mortgagor is not insolvent and the
        Company has no knowledge of any circumstances or conditions with respect
        to the
        Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit
        standing that could reasonably be expected to cause investors who invest
        in
        mortgage loans of the type similar to the Mortgage Loans to regard the Mortgage
        Loan as an unacceptable investment, cause the Mortgage Loan to become
        delinquent, or materially adversely affect the value or marketability of
        the
        Mortgage Loan;

      


      (aa)
        Each
        Mortgage Loan bears interest based upon a thirty (30) day month and a three
        hundred and sixty (360) day year. The Mortgage Loans have an original term
        to
        maturity of not more than thirty (30) years, with interest payable in arrears
        on
        the first day of each month. As to each adjustable rate Mortgage Loan, on
        each
        applicable Adjustment Date, the Mortgage Interest Rate will be adjusted to
        equal
        the sum of the Index, plus the applicable Margin; provided, that the Mortgage
        Interest Rate, on each applicable Adjustment Date, will not increase by more
        than the Initial Rate Cap or Periodic Rate Cap, as applicable. Over the term
        of
        each adjustable rate Mortgage Loan, the Mortgage Interest Rate will not exceed
        such Mortgage Loan's Lifetime Rate Cap. None of the Mortgage Loans are
“interest-only” Mortgage Loans or “negative amortization” Mortgage Loans. With
        respect to each adjustable rate Mortgage Loan, each Mort-gage Note requires
        a
        monthly payment which is suffi-cient (a) during the period prior to the first
        adjust-ment to the Mortgage Interest Rate, to fully amortize the original
        principal balance over the original term thereof and to pay interest at the
        related Mortgage Interest Rate, and (b) during the period following each
        Adjust-ment Date, to fully amortize the outstanding principal balance as
        of the
        first day of such period over the then remaining term of such Mortgage Note
        and
        to pay interest at the related Mortgage Interest Rate. With respect to each
        adjustable rate Mortgage Loan, the Mortgage Note provides that when the Mortgage
        Interest Rate changes on an Adjustment Date, the then outstanding principal
        balance will be reamortized over the remaining life of the Mortgage Loan.
        No
        Mortgage Loan contains terms or provi-sions which would result in negative
        amortization. None of the Mortgage Loans contain a conversion feature which
        would cause the Mortgage Loan interest rate to convert to a fixed interest
        rate.
        None of the Mortgage Loans are considered agricultural loans; 

      


      (bb)
        (INTENTIONALLY LEFT BLANK)

      


      (cc)
        (INTENTIONALLY LEFT BLANK)

      


      (dd)
        (INTENTIONALLY LEFT BLANK)

       

      (ee)
        (INTENTIONALLY LEFT BLANK) 

      


      (ff)
        (INTENTIONALLY LEFT BLANK)

      


      (gg)
        (INTENTIONALLY LEFT BLANK)

      


      (hh) In
        the
        event the Mortgage Loan had an LTV at origination greater than 80.00%, the
        excess of the principal balance of the Mortgage Loan over 75.0% of the Appraised
        Value of the Mortgaged Property with respect to a Refinanced Mortgage Loan,
        or
        the lesser of the Appraised Value or the purchase price of the Mortgaged
        Property with respect to a purchase money Mortgage Loan was insured as to
        payment defaults by a Primary Mortgage Insurance Policy issued by a Qualified
        Insurer. No Mortgage Loan has an LTV over 95%. All provisions of such Primary
        Mortgage Insurance Policy have been and are being complied with, such policy
        is
        in full force and effect, and all premiums due thereunder have been paid.
        No
        Mortgage Loan requires payment of such premiums, in whole or in part, by
        the
        Purchaser. No action, inaction, or event has occurred and no state of facts
        exists that has, or will result in the exclusion from, denial of, or defense
        to
        coverage. Any Mortgage Loan subject to a Primary Mortgage Insurance Policy
        obligates the Mortgagor thereunder to maintain the Primary Mortgage Insurance
        Policy, subject to state and federal law, and to pay all premiums and charges
        in
        connection therewith. No action has been taken or failed to be taken, on
        or
        prior to the Closing Date which has resulted or will result in an exclusion
        from, denial of, or defense to coverage under any Primary Mortgage Insurance
        Policy (including, without limitation, any exclusions, denials or defenses
        which
        would limit or reduce the availability of the timely payment of the full
        amount
        of the loss otherwise due thereunder to the insured) whether arising out
        of
        actions, representations, errors, omissions, negligence, or fraud of the
        Company
        or the Mortgagor, or for any other reason under such coverage; The mortgage
        interest rate for the Mortgage Loan as set forth on the related Mortgage
        Loan
        Schedule is net of any such insurance premium. None of the Mortgage Loans
        are
        subject to “lender-paid” mortgage insurance;

      


      (ii) The
        Assignment is in recordable form and is acceptable for recording under the
        laws
        of the jurisdiction in which the Mortgaged Property is located;

      


      (jj) None
        of
        the Mortgage Loans are secured by an interest in a leasehold estate. The
        Mortgaged Property is located in the state identified in the related Mortgage
        Loan Schedule and consists of a single parcel of real property with a detached
        single family residence erected thereon, or a townhouse, or a two-to four-family
        dwelling, or an individual condominium unit in a condominium project, or
        an
        individual unit in a planned unit development or a de minimis planned unit
        development, provided, however, that no residence or dwelling is a single
        parcel
        of real property with a manufactured home not affixed to a permanent foundation,
        or a mobile home. Any
        condominium unit or planned unit development conforms with the Company’s
        underwriting guidelines. As
        of the
        date of origination, no portion of any Mortgaged Property was used for
        commercial purposes, and since the Origination Date, no portion of any Mortgaged
        Property has been, or currently is, used for commercial purposes;

      


      (kk) Payments
        on the Mortgage Loan commenced no more than sixty (60) days after the funds
        were
        disbursed in connection with the Mortgage Loan. The Mortgage Note is payable
        on
        the first day of each month in monthly installments of principal and interest,
        which installments are subject to change due to the adjustments to the Mortgage
        Interest Rate on each Adjustment Date, with interest calculated and payable
        in
        arrears. Each of the Mortgage Loans will amortize fully by the stated maturity
        date, over an original term of not more than thirty years from commencement
        of
        amortization;

      


      (ll) As
        of the
        Closing Date of the Mortgage Loan, the Mortgage Property was 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 and fire underwriting certificates,
        have been made or obtained from the appropriate authorities;

      


      (mm) There
        is
        no pending action or proceeding directly involving the Mortgaged Property
        in
        which compliance with any environmental law, rule or regulation is an issue;
        there is no violation of any environmental law, rule or regulation with respect
        to the Mortgaged Property; and the Company has not received any notice of
        any
        environmental hazard on the Mortgaged Property and nothing further remains
        to be
        done to satisfy in full all requirements of each such law, rule or regulation
        constituting a prerequisite to use and enjoyment of said property;

      


      (nn) The
        Mortgagor has not notified the Company, and the Company has no knowledge
        of any
        relief requested or allowed to the Mortgagor under the Soldiers' and Sailors'
        Civil Relief Act of 1940;

      


      (oo)
         No
        Mortgage Loan is a construction or rehabilitation Mortgage Loan or was made
        to
        facilitate the trade-in or exchange of a Mortgaged Property;

      


      (pp) The
        Mortgagor for each Mortgage Loan is a natural person;

      


      (qq) None
        of
        the Mortgage Loans are Co-op Loans; 

      


      (rr)
         With
        respect to each Mortgage Loan that has a prepayment penalty feature, each
        such
        prepayment penalty is enforceable and will be enforced by the Company and
        each
        prepayment penalty is permitted pursuant to federal, state and local law.
        No
        Mortgage Loan will impose a prepayment penalty for a term in excess of five
        years from the date such Mortgage Loan was originated. Except as otherwise
        set
        forth on the Mortgage Loan Schedule, with respect to each Mortgage Loan that
        contains a prepayment penalty, such prepayment penalty is at least equal
        to the
        lesser of (A) the maximum amount permitted under applicable law and (B) six
        months interest at the related Mortgage Interest Rate on the amount prepaid
        in
        excess of 20% of the original principal balance of such Mortgage
        Loan;

      


      (ss)
         With
        respect to each Mortgage Loan either (i) the fair market value of the Mortgaged
        Property securing such Mortgage Loan was at least equal to 80 percent of
        the
        original principal balance of such Mortgage Loan at the time such Mortgage
        Loan
        was originated or (ii) (a) the Mortgage Loan is only secured by the Mortgage
        Property and (b) substantially all of the proceeds of such Mortgage Loan
        were
        used to acquire or to improve or protect the Mortgage Property. For the purposes
        of the preceding sentence, if the Mortgage Loan has been significantly modified
        other than as a result of a default or a reasonable foreseeable default,
        the
        modified Mortgage Loan will be viewed as having been originated on the date
        of
        the modification;

      


      (tt)
        The
        Mortgage Loan was originated by a mortgagee approved by the Secretary of
        Housing
        and Urban Development pursuant to sections 203 and 211 of the National Housing
        Act, a savings and loan association, a savings bank, a commercial bank, credit
        union, insurance company or similar institution which is supervised and examined
        by a federal or state authority; 

      


      (uu)
        None
        of the Mortgage Loans are simple interest Mortgage Loans and none of the
        Mortgaged Properties are timeshares; 

      


      (vv)
        All
        of the terms of the Mortgage pertaining to interest rate adjustments, payment
        adjustments and adjustments of the outstanding principal balance are
        enforceable, all such adjustments have been properly made, including the
        mailing
        of required notices, and such adjustments do not and will not affect the
        priority of the Mortgage lien. With respect to each Mortgage Loan which has
        passed its initial Adjustment Date, Company has performed an audit of the
        Mortgage Loan to determine whether all interest rate adjustments have been
        made
        in accordance with the terms of the Mortgage Note and Mortgage;

      


      (ww)
        Each
        Mortgage Note, each Mortgage, each Assignment and any other documents required
        pursuant to this Agreement to be delivered to the Purchaser or its designee,
        or
        its assignee for each Mortgage Loan, have been, on or before the related
        Closing
        Date, delivered to the Purchaser or its designee, or its assignee;

      


      (xx)
        There is no Mortgage Loan that was originated on or after October 1, 2002
        and
        before March 7, 2003, which is secured by property located in the State of
        Georgia;

      


      (yy)
        [reserved];

      


      (zz)
        No
        borrower was encouraged or required to select a Mortgage Loan product offered
        by
        the Mortgage Loan’s originator which is a higher cost product designed for less
        creditworthy borrowers, unless at the time of the Mortgage Loan’s origination,
        such borrower did not qualify taking into account credit history and
        debt-to-income ratios for a lower-cost credit product then offered by the
        Mortgage Loan’s originator or any affiliate of the Mortgage Loan’s originator.
        If, at the time of loan application, the borrower may have qualified for
        a
        lower-cost credit product then offered by any mortgage lending affiliate
        of the
        Mortgage Loan’s originator, the Mortgage Loan’s originator referred the
        borrower’s application to such affiliate for underwriting
        consideration;

      


      (aaa) The
        methodology used in underwriting the extension of credit for each Mortgage
        Loan
        employs objective mathematical principles which relate the borrower’s income,
        assets and liabilities to the proposed payment and such underwriting methodology
        does not rely on the extent of the borrower’s equity in the collateral as the
        principal determining factor in approving such credit extension. Such
        underwriting methodology confirmed that at the time of origination
        (application/approval) the borrower had a reasonable ability to make timely
        payments on the Mortgage Loan;

       

      (bbb) With
        respect to any Mortgage Loan that contains a provision permitting imposition
        of
        a premium upon a prepayment prior to maturity: (i) prior to the loan’s
        origination, the borrower agreed to such premium in exchange for a monetary
        benefit, including but not limited to a rate or fee reduction, (ii) prior
        to the
        loan’s origination, the borrower was offered the option of obtaining a mortgage
        loan that did not require payment of such a premium, (iii) the prepayment
        premium is disclosed to the borrower in the loan documents pursuant to
        applicable state and federal law, and (iv) notwithstanding any state or federal
        law to the contrary, the Servicer shall not impose such prepayment premium
        in
        any instance when the mortgage debt is accelerated as the result of the
        borrower’s default in making the loan payments;

       

      (ccc) No
        borrower was required to purchase any credit life, disability, accident or
        health insurance product as a condition of obtaining the extension of credit.
        No
        borrower obtained a prepaid single-premium credit life, disability, accident
        or
        health insurance policy in connection with the origination of the Mortgage
        Loan;
        No proceeds from any Mortgage Loan were used to purchase or finance single
        premium credit insurance policies as part of the origination of, or as a
        condition to closing, such Mortgage Loan; 

       

      (ddd) The
        Servicer will
        transmit full-file credit reporting data for each Mortgage Loan pursuant
        to the
        Fannie Mae Selling Guide and that for each Mortgage Loan, the Servicer agrees
        it
        shall report one of the following statuses each month as follows: new
        origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or
        charged-off, 

       

      (eee)
        [reserved]; 

      


      (fff)
        With
        respect to any Mortgage Loan originated on or after August 1, 2004 and
        underlying the security, neither the related Mortgage nor the related Mortgage
        Note requires the borrower to submit to arbitration to resolve any dispute
        arising out of or relating in any way to the mortgage loan transaction;


       

      (ggg)
        No
        Mortgage Loan is secured by Mortgaged Property in the Commonwealth of
        Massachusetts with a loan application date on or after November 7, 2004 that
        refinances a mortgage loan that is less than sixty (60) months old, unless
        such
        Mortgage Loan (1) is on an investment property, (ii) meets the requirements
        set
        forth in the Code of Massachusetts Regulation (“CMR”), 209 CMR 53.04(1)(b), or
        (iii) meets the requirements set forth in the 209 CMR 53.04(1)(c); 

      


      (hhh) 
        For any Mortgage Loan with Mortgaged Property located in Texas which is a
        second
        lien and the interest rate is in excess of 10% where terms of the Mortgage
        Note
        contain a provision for which the Mortgagor may be entitled to prepaid interest
        upon payoff, no Mortgagor paid any administrative fees, points, or loan
        origination fees which would actually result in any prepaid interest being
        due
        the Mortgagor under the terms of the Mortgage Note;

       

      (iii)  
        The Company and the Servicer have complied with all applicable anti-money
        laundering laws and regulations, including without limitation the USA Patriot
        Act of 2001 (collectively, the Anti-Money Laundering Laws").  The Company
        and the Servicer have each established an anti-money laundering compliance
        program as required by the Anti-Money Laundering Laws and has conducted the
        requisite due diligence in connection with the origination of each Mortgage
        Loan
        for the purposes of the Anti-Money Laundering Laws.  The Company and
        the Servicer further represent that each takes reasonable efforts to determine
        whether any Mortgagor appears on any list of blocked or prohibited parties
        designated by the U.S. Department of Treasury; and

      


      (jjj)
        With respect to each Mortgage Loan, information regarding the borrower credit
        files related to such Mortgage Loan has been furnished to credit reporting
        agencies in compliance with the provisions of the Fair Credit Reporting Act
        and
        the applicable implementing regulations.

      


      Section
        3.03 Repurchase.

      


      It
        is
        understood and agreed that the representations and warranties set forth in
        Sections 3.01 and 3.02 shall survive the sale of the Mortgage Loans and delivery
        of the Mortgage Loan Documents to the Purchaser, or its designee, and shall
        inure to the benefit of the Purchaser, notwithstanding any restrictive or
        qualified endorsement on any Mortgage Note or Assignment or the examination,
        or
        lack of examination, of any Mortgage File. Upon discovery by any of the Company,
        the Servicer or the Purchaser of a breach of any of the foregoing
        representations and warranties which materially and adversely affects the
        value
        of the Mortgage Loans or the interest of the Purchaser in any Mortgage Loan,
        the
        party discovering such breach shall give prompt written notice to the other.
        The
        Company or the Servicer, as applicable, shall have a period of sixty (60)
        days
        from the earlier of its discovery or its receipt of notice of any such breach
        within which to correct or cure such breach. The Company and the Servicer,
        as
        applicable, hereby covenant and agree that if any such breach is not corrected
        or cured within such sixty day period, the Company shall, at the Purchaser's
        option and not later than ninety (90) days of its discovery or its receipt
        of
        notice of such breach, repurchase such Mortgage Loan at the Repurchase Price.
        In
        the event that any such breach shall involve any representation or warranty
        set
        forth in Section 3.01, and such breach is not cured within sixty (60) days
        of
        the earlier of either discovery by or notice to the Company of such breach,
        all
        Mortgage Loans shall, at the option of the Purchaser, be repurchased by the
        Company at the Repurchase Price. Any such repurchase shall be accomplished
        by
        wire transfer of immediately available funds to Purchaser in the amount of
        the
        Repurchase Price. Notwithstanding anything to the contrary contained herein,
        it
        is understood by the parties hereto that a breach of the representations
        made in
        Section 3.02 (h ),
        (xx),
        (yy), (zz), (aaa), (bbb), (ccc), (fff), (ggg) or (iii) will be deemed to
        materially and adversely affect the value of the related Mortgage Loan or
        the
        interest of Purchaser therein. 

      


      It
        is
        understood and agreed that the obligation of the Company and the Servicer,
        as
        applicable, set forth in this Section 3.03 to cure or repurchase for a defective
        Mortgage Loan, and to indemnify Purchaser pursuant to Section 8.01, constitute
        the sole remedies of the Purchaser respecting a breach of the foregoing
        representations and warranties. If the Company fails to repurchase a defective
        Mortgage Loan in accordance with this Section 3.03, or fails to cure a defective
        Mortgage Loan to Purchaser's reasonable satisfaction in accordance with this
        Section 3.03, or to indemnify Purchaser pursuant to Section 8.01, that failure
        shall be an Event of Default and the Purchaser shall be entitled to pursue
        all
        remedies available in this Agreement as a result thereof. No provision of
        this
        paragraph shall affect the rights of the Purchaser to terminate this Agreement
        for cause, as set forth in Sections 10.01 and 11.01.

      


      Any
        cause
        of action against the Company or the Servicer, as applicable, relating to
        or
        arising out of the breach of any representations and warranties made in Sections
        3.01 and 3.02 shall accrue as to any Mortgage Loan upon (i) the earlier of
        discovery of such breach by the Company or the Servicer or notice thereof
        by the
        Purchaser to the Company or the Servicer, (ii) failure by the Company or
        the
        Servicer, as applicable, to cure such breach or repurchase such Mortgage
        Loan as
        specified above, and (iii) demand upon the Company or the Servicer, as
        applicable, by the Purchaser for compliance with this Agreement.

      


      Section
        3.04 Representations
        and Warranties of the Purchaser.

       

      The
        Purchaser represents, warrants and convenants to the Company and the Servicer
        that, as of the related Closing Date or as of such date specifically provided
        herein:

      


      (a) The
        Purchaser is a corporation, dully organized validly existing and in good
        standing under the laws of the State of Delaware and is qualified to transact
        business in, is in good standing under the laws of, and possesses all licenses
        necessary for the conduct of its business in, each state in which any Mortgaged
        Property is located or is otherwise exempt or not required under applicable
        law
        to effect such qualification or license;

      


      (b) The
        Purchaser has full corporate power and authority and legal right to hold
        each
        Mortgage Loan, to purchase each Mortgage Loan pursuant to this Agreement
        and the
        related Term Sheet and to execute, deliver and perform, and to enter into
        and
        consummate all transactions contemplated by this Agreement and the related
        Term
        Sheet and to conduct its business as presently conducted, has duly authorized
        the execution, delivery and performance of this Agreement and the related
        Term
        Sheet, has duly executed and delivered this Agreement and the related Term
        Sheet, and this Agreement and the related Term Sheet and any agreements
        contemplated hereby, constitutes a legal, valid and binding obligation of
        the
        Purchaser, enforceable against it in accordance with its terms, and all
        requisite corporate action has been taken by the Purchaser to make this
        Agreement and the related Term Sheet and all agreements contemplated hereby
        valid and binding upon the Purchaser, in accordance with their
        terms;

      


      (c) None
        of
        the execution and delivery of this Agreement and the related Term Sheet,
        the
        purchase of the Mortgage Loans, the consummation of the transactions
        contemplated hereby, or the fulfillment of or compliance with the terms and
        conditions of this Agreement and the related Term Sheet will conflict with
        any
        of the terms, conditions or provisions of the Purchaser’s charter or by-laws or
        materially conflict with or result in a material breach of any of the terms,
        conditions or provisions
        of any legal restriction or any agreement or instrument to which the Purchaser
        is now a party or by which it is bound, or constitute a default or result
        in an
        acceleration under any of the foregoing, or result in the material violation
        of
        any law, rule, regulation, order, judgment or decree to which the Purchaser
        or
        its property is subject;

      


      (d) There
        is
        no litigation, legal proceeding or governmental investigation pending or
        to the
        best of the Purchaser’s knowledge, threatened with respect to the Purchaser
        which is reasonably likely to have a material adverse effect on the purchase
        of
        the related Mortgage Loans hereunder, the execution, delivery, performance
        or
        enforceability of this Agreement and the related Term Sheet, or which is
        reasonably likely to have a material adverse effect on the financial condition
        of the Purchaser;

      


      (e) No
        consent, approval, authorization or order of any court or governmental agency
        or
        body is required for the execution, delivery and performance by the Purchaser
        of
        or compliance by the Purchaser with this Agreement and the related Term Sheet,
        the purchase of the Mortgage Loans or the consummation of the transactions
        contemplated by this Agreement and the related Term Sheet except for consents,
        approvals, authorizations and orders which have been obtained;

      


      (f) The
        consummation of the transactions contemplated by this Agreement and the related
        Term Sheet is in the ordinary course of business of the Purchaser;

      


      (h) The
        Purchaser will treat the purchase of the Mortgage Loans from the Company
        as a
        purchase for reporting, tax and accounting purposes; and

      


      (i) The
        Purchaser does not believe, nor does it have any cause or reason to believe,
        that it cannot perform each and every one of its covenants contained in this
        Agreement and the related Term Sheet.

      


      The
        Purchaser shall indemnify the Company and the Servicer, as applicable, and
        hold
        them harmless against any claims, proceedings, losses, damages, penalties,
        fines, forfeitures, reasonable and necessary legal fees and related costs,
        judgments, and other costs and expenses resulting from a breach by the Purchaser
        of the representations and warranties contained in this Section 3.04. It
        is
        understood and agreed that the obligations of the Purchaser set forth in
        this
        Section 3.04 to indemnify the Company and the Servicer as provided herein
        constitute the sole remedies of the Company and the Servicer respecting a
        breach
        of the foregoing representations and warranties.

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        IV

      


      ADMINISTRATION
        AND SERVICING OF MORTGAGE LOANS

      


      Section
        4.01 Servicer
        to Act as Servicer.

      


      The
        Servicer,
        as
        independent contract servicer, shall service and administer the Mortgage
        Loans
        in accordance with this Agreement and the related Term Sheet and with Accepted
        Servicing Practices, and shall have full power and authority, acting alone,
        to
        do or cause to be done any and all things in connection with such servicing
        and
        administration which the Servicer may deem necessary or desirable and consistent
        with the terms of this Agreement and the related Term Sheet and with Accepted
        Servicing Practices and exercise the same care that it customarily employs
        for
        its own account. In
        addition, the Servicer shall furnish information regarding the borrower credit
        files related to such Mortgage Loan to credit reporting agencies in compliance
        with the provisions of the Fair Credit Reporting Act and the applicable
        implementing regulations. Except
        as
        set forth in this Agreement and the related Term Sheet, the Servicer shall
        service the Mortgage Loans in strict compliance with the servicing provisions
        of
        the Fannie Mae Guides (special servicing option), which include, but are
        not
        limited to, provisions regarding the liquidation of Mortgage Loans, the
        collection of Mortgage Loan payments, the payment of taxes, insurance and
        other
        charges, the maintenance of hazard insurance with a Qualified Insurer, the
        maintenance of mortgage impairment insurance, the maintenance of fidelity
        bond
        and errors and omissions insurance, inspections, the restoration of Mortgaged
        Property, the maintenance of Primary Mortgage Insurance Policies, insurance
        claims, the title, management and disposition of REO Property, permitted
        withdrawals with respect to REO Property, liquidation reports, and reports
        of
        foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged
        Property, the release of Mortgage Files, annual statements, and examination
        of
        records and facilities. In the event of any conflict, inconsistency or
        discrepancy between any of the servicing provisions of this Agreement and
        the
        related Term Sheet and any of the servicing provisions of the Fannie Mae
        Guides,
        the provisions of this Agreement and the related Term Sheet shall control
        and be
        binding upon the Purchaser and the Servicer. 

      


      Consistent
        with the terms of this Agreement and the related Term Sheet, the Servicer
        may
        waive, modify or vary any term of any Mortgage Loan or consent to the
        postponement of any such term or in any manner grant indulgence to any Mortgagor
        if in the Servicer's reasonable and prudent determination such waiver,
        modification, postponement or indulgence is not materially adverse to the
        Purchaser, provided, however, that unless the Servicer has obtained the prior
        written consent of the Purchaser, the Servicer shall not permit any modification
        with respect to any Mortgage Loan that would change the Mortgage Interest
        Rate,
        defer for more than ninety days or forgive any payment of principal or interest,
        reduce or increase the outstanding principal balance (except for actual payments
        of principal) or change the final maturity date on such Mortgage Loan. In
        the
        event of any such modification which has been agreed to in writing by the
        Purchaser and which permits the deferral of interest or principal payments
        on
        any Mortgage Loan, the Servicer shall, on the Business Day immediately preceding
        the Remittance Date in any month in which any such principal or interest
        payment
        has been deferred, deposit in the Custodial Account from its own funds, in
        accordance with Section 4.04, the difference between (a) such month's principal
        and one month's interest at the Mortgage Loan Remittance Rate on the unpaid
        principal balance of such Mortgage Loan and (b) the amount paid by the
        Mortgagor. The Servicer shall be entitled to reimbursement for such advances
        to
        the same extent as for all other advances pursuant to Section 4.05. Without
        limiting the generality of the foregoing, the Servicer shall continue, and
        is
        hereby authorized and empowered, to prepare, execute and deliver, all
        instruments of satisfaction or cancellation, or of partial or full release,
        discharge and all other comparable instruments, with respect to the Mortgage
        Loans and with respect to the Mortgaged Properties. Notwithstanding anything
        herein to the contrary, the Servicer may not enter into a forbearance agreement
        or similar arrangement with respect to any Mortgage Loan which runs more
        than
        180 days after the first delinquent Due Date. Any such agreement shall be
        approved by Purchaser and, if required, by the Primary Mortgage Insurance
        Policy
        insurer, if required. 

      


      Notwithstanding
        anything in this Agreement to the contrary, if any Mortgage Loan becomes
        subject
        to a Securitization Transaction, the servicing provisions set forth in the
        related Reconstitution Agreement shall govern the servicing of such Mortgage
        Loans to the extent such terms contradict the servicing provisions set forth
        in
        this Agreement, including but not limited to the servicing provisions of
        Articles IV, V and VI hereof.

      


      Notwithstanding
        anything in this Agreement to the contrary, if any Mortgage Loan becomes
        subject
        to a Securitization Transaction, the Servicer (a) with respect to such Mortgage
        Loan, shall not permit any modification with respect to such Mortgage Loan
        that
        would change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor
        is in default with respect to such Mortgage Loan or such default is, in the
        judgment of the Servicer, reasonably foreseeable) make or permit any
        modification, waiver or amendment of any term of such Mortgage Loan that
        would
        both (i) effect an exchange or reissuance of such Mortgage Loan under Section
        1001 of the Code (or Treasury regulations promulgated thereunder) and (ii)
        cause
        any REMIC to fail to qualify as a REMIC under the Code or the imposition
        of any
        tax on “prohibited transactions” or “contributions” after the startup date under
        the REMIC Provisions.

      


      Prior
        to
        taking any action with respect to the Mortgage Loans subject to a Securitization
        Transaction, which is not contemplated under the terms of this Agreement,
        the
        Servicer will obtain an Opinion of Counsel reasonably acceptable to the trustee
        in such Securitization Transaction with respect to whether such action could
        result in the imposition of a tax upon any REMIC (including but not limited
        to
        the tax on prohibited transactions as defined in Section 860F(a)(2) of the
        Code
        and the tax on contributions to a REMIC set forth in Section 860G(d) of the
        Code)(either such event, an “Adverse REMIC Event”), and the Servicer shall not
        take any such actions as to which it has been advised that an Adverse REMIC
        Event could occur.

      


      The
        Servicer shall not permit the creation of any “interests” (within the meaning of
        Section 860G of the Code) in any REMIC. The Servicer shall not enter into
        any
        arrangement by which a REMIC will receive a fee or other compensation for
        services nor permit a REMIC to receive any income from assets other than
        “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted
        investments” as defined in Section 860G(a)(5) of the Code.

      


      In
        servicing and administering the Mortgage Loans, the Servicer shall employ
        Accepted Servicing Practices, giving due consideration to the Purchaser's
        reliance on the Servicer. Unless a different time period is stated in this
        Agreement or the related Term Sheet, Purchaser shall be deemed to have given
        consent in connection with a particular matter if Purchaser does not
        affirmatively grant or deny consent within five (5) Business Days from the
        date
        Purchaser receives a second written request for consent for such matter from
        Servicer as servicer. 

      


      The
        Mortgage Loans may be subserviced by a Subservicer on behalf of the Servicer
        provided that the Subservicer is an entity that engages in the business of
        servicing loans, and in either case shall be authorized to transact business,
        and licensed to service mortgage loans, in the state or states where the
        related
        Mortgaged Properties it is to service are situated, if and to the extent
        required by applicable law to enable the Subservicer to perform its obligations
        hereunder and under the Subservicing Agreement, and in either case shall
        be a
        FHLMC or Fannie Mae approved mortgage servicer in good standing, and no event
        has occurred, including but not limited to a change in insurance coverage,
        which
        would make it unable to comply with the eligibility requirements for lenders
        imposed by Fannie Mae or for seller/servicers imposed by Fannie Mae or FHLMC,
        or
        which would require notification to Fannie Mae or FHLMC. In addition, each
        Subservicer will obtain and preserve its qualifications to do business as
        a
        foreign corporation and its licenses to service mortgage loans, in each
        jurisdiction in which such qualifications and/or licenses are or shall be
        necessary to protect the validity and enforceability of this Agreement, or
        any
        of the Mortgage Loans and to perform or cause to be performed its duties
        under
        the related Subservicing Agreement. The Servicer may perform any of its
        servicing responsibilities hereunder or may cause the Subservicer to perform
        any
        such servicing responsibilities on its behalf, but the use by the Servicer
        of
        the Subservicer shall not release the Servicer from any of its obligations
        hereunder and the Servicer shall remain responsible hereunder for all acts
        and
        omissions of the Subservicer as fully as if such acts and omissions were
        those
        of the Servicer. The Servicer shall pay all fees and expenses of the Subservicer
        from its own funds, and the Subservicer's fee shall not exceed the Servicing
        Fee. Servicer shall notify Purchaser promptly in writing upon the appointment
        of
        any Subservicer.

      


      At
        the
        cost and expense of the Servicer, without any right of reimbursement from
        the
        Custodial Account, the Servicer shall be entitled to terminate the rights
        and
        responsibilities of the Subservicer and arrange for any servicing
        responsibilities to be performed by a successor subservicer meeting the
        requirements in the preceding paragraph, provided, however, that nothing
        contained herein shall be deemed to prevent or prohibit the Servicer, at
        the
        Servicer's option, from electing to service the related Mortgage Loans itself.
        In the event that the Servicer's responsibilities and duties under this
        Agreement are terminated pursuant to Section 4.13, 8.04, 9.01 or 10.01 and
        if
        requested to do so by the Purchaser, the Servicer shall at its own cost and
        expense terminate the rights and responsibilities of the Subservicer effective
        as of the date of termination of the Servicer. The Servicer shall pay all
        fees,
        expenses or penalties necessary in order to terminate the rights and
        responsibilities of the Subservicer from the Servicer's own funds without
        reimbursement from the Purchaser.

      


      Notwithstanding
        any of the provisions of this Agreement relating to agreements or arrangements
        between the Servicer and the Subservicer or any reference herein to actions
        taken through the Subservicer or otherwise, the Servicer shall not be relieved
        of its obligations to the Purchaser and shall be obligated to the same extent
        and under the same terms and conditions as if it alone were servicing and
        administering the Mortgage Loans. The Servicer shall be entitled to enter
        into
        an agreement with the Subservicer for indemnification of the Servicer by
        the
        Subservicer and nothing contained in this Agreement shall be deemed to limit
        or
        modify such indemnification. The Servicer will indemnify and hold Purchaser
        harmless from any loss, liability or expense arising out of its use of a
        Subservicer to perform any of its servicing duties, responsibilities and
        obligations hereunder.

      


      Any
        Subservicing Agreement and any other transactions or services relating to
        the
        Mortgage Loans involving the Subservicer shall be deemed to be between the
        Subservicer and Servicer alone, and the Purchaser shall have no obligations,
        duties or liabilities with respect to the Subservicer including no obligation,
        duty or liability of Purchaser to pay the Subservicer's fees and expenses.
        For
        purposes of distributions and advances by the Servicer pursuant to this
        Agreement, the Servicer shall be deemed to have received a payment on a Mortgage
        Loan when the Subservicer has received such payment.

      


      Section
        4.02 Collection
        of Mortgage Loan Payments.

      


      Continuously
        from the date hereof until the date each Mortgage Loan ceases to be subject
        to
        this Agreement, the Servicer will proceed diligently to collect all payments
        due
        under each Mortgage Loan when the same shall become due and payable and shall,
        to the extent such procedures shall be consistent with this Agreement, Accepted
        Servicing Practices, and the terms and provisions of any related Primary
        Mortgage Insurance Policy, follow such collection procedures as it follows
        with
        respect to mortgage loans comparable to the Mortgage Loans and held for its
        own
        account. Further, the Servicer will take special care in ascertaining and
        estimating annual escrow payments, and all other charges that, as provided
        in
        the Mortgage, will become due and payable, so that the installments payable
        by
        the Mortgagors will be sufficient to pay such charges as and when they become
        due and payable.

      


      The
        Servicer shall not waive any Prepayment Charge unless: (i) the enforceability
        thereof shall have been limited by bankruptcy, insolvency, moratorium,
        receivership and other similar laws relating to creditors’ rights generally,
        (ii) the enforcement thereof is illegal, or any local, state or federal agency
        has threatened legal action if the prepayment penalty is enforced, (iii)
        the
        mortgage debt has been accelerated in connection with a foreclosure or other
        involuntary payment or (iv) such waiver is standard and customary in servicing
        similar Mortgage Loans and relates to a default or a reasonably foreseeable
        default and would, in the reasonable judgment of the Servicer, maximize recovery
        of total proceeds taking into account the value of such Prepayment Charge
        and
        the related Mortgage Loan. If a Prepayment Charge is waived, but does not
        meet
        the standards described above, then the Servicer is required to pay the amount
        of such waived Prepayment Charge by remitting such amount to the Purchaser
        by
        the Remittance Date.

      


      Section
        4.03 Realization
        Upon Defaulted Mortgage

      


      The
        Servicer shall use its best efforts, consistent with the procedures that
        the
        Servicer would use in servicing loans for its own account, consistent with
        Accepted Servicing Practices, any Primary Mortgage Insurance Policies and
        the
        best interest of Purchaser, to foreclose upon or otherwise comparably convert
        the ownership of properties securing such of the Mortgage Loans as come into
        and
        continue in default and as to which no satisfactory arrangements can be made
        for
        collection of delinquent payments pursuant to Section 4.01. In
        determining the delinquency status of any Mortgage Loan, the Servicer will
        use
        Delinquency Recognition Policies, and shall revise these policies as reasonably
        requested by the Purchaser from time to time. Foreclosure
        or comparable proceedings shall be initiated within ninety (90) days of default
        for Mortgaged Properties for which no satisfactory arrangements can be made
        for
        collection of delinquent payments, subject to state and federal law and
        regulation. The Servicer shall use its best efforts to realize upon defaulted
        Mortgage Loans in such manner as will maximize the receipt of principal and
        interest by the Purchaser, taking into account, among other things, the timing
        of foreclosure proceedings. The foregoing is subject to the provisions that,
        in
        any case in which a Mortgaged Property shall have suffered damage, the Servicer
        shall not be required to expend its own funds toward the restoration of such
        property unless it shall determine in its discretion (i) that such restoration
        will increase the proceeds of liquidation of the related Mortgage Loan to
        the
        Purchaser after reimbursement to itself for such expenses, and (ii) that
        such
        expenses will be recoverable by the Servicer through Insurance Proceeds or
        Liquidation Proceeds from the related Mortgaged Property, as contemplated
        in
        Section 4.05. The Servicer shall obtain prior approval of Purchaser as to
        repair
        or restoration expenses in excess of ten thousand dollars ($10,000). The
        Servicer shall notify the Purchaser in writing of the commencement of
        foreclosure proceedings and not less than five (5) days prior to the acceptance
        or rejection of any offer of reinstatement. The Servicer shall be responsible
        for all costs and expenses incurred by it in any such proceedings or functions;
        provided, however, that it shall be entitled to reimbursement thereof from
        the
        related property, as contemplated in Section 4.05. Notwithstanding anything
        to
        the contrary contained herein, in connection with a foreclosure or acceptance
        of
        a deed in lieu of foreclosure, in the event the Servicer has reasonable cause
        to
        believe that a Mortgaged Property is contaminated by hazardous or toxic
        substances or wastes, or if the Purchaser otherwise requests an environmental
        inspection or review of such Mortgaged Property, such an inspection or review
        is
        to be conducted by a qualified inspector at the Purchaser's expense. Upon
        completion of the inspection, the Servicer shall promptly provide the Purchaser
        with a written report of the environmental inspection. After reviewing the
        environmental inspection report, the Purchaser shall determine how the Servicer
        shall proceed with respect to the Mortgaged Property. 

      


      Notwithstanding
        anything to the contrary contained herein, the Purchaser may, at the Purchaser's
        sole option, terminate the Servicer as servicer of any Mortgage Loan which
        becomes ninety (90) days or greater delinquent in payment of a scheduled
        Monthly
        Payment, without payment of any termination fee with respect thereto, provided
        that the Servicer shall on the date said termination takes effect be reimbursed
        for any unreimbursed Monthly Advances of the Servicer's funds made pursuant
        to
        Section 5.03 and any unreimbursed Servicing Advances and Servicing Fees in
        each
        case relating to the Mortgage Loan underlying such delinquent Mortgage Loan
        notwithstanding anything to the contrary set forth in Section 4.05. In the
        event
        of any such termination, the provisions of Section 11.01 hereof shall apply
        to
        said termination and the transfer of servicing responsibilities with respect
        to
        such delinquent Mortgage Loan to the Purchaser or its designee.

      


      In
        the
        event that a Mortgage Loan becomes part of a REMIC, and becomes REO Property,
        such property shall be disposed of by the Servicer, with the consent of
        Purchaser as required pursuant to this Agreement, before the close of the
        third
        taxable year following the taxable year in which the Mortgage Loan became
        an REO
        Property, unless the Servicer provides to the trustee under such REMIC an
        opinion of counsel to the effect that the holding of such REO Property
        subsequent to the close of the third taxable year following the taxable year
        in
        which the Mortgage Loan became an REO Property, will not result in the
        imposition of taxes on "prohibited transactions" as defined in Section 860F
        of
        the Code, or cause the transaction to fail to qualify as a REMIC at any time
        that certificates are outstanding. The Servicer shall manage, conserve, protect
        and operate each such REO Property for the certificateholders solely for
        the
        purpose of its prompt disposition and sale in a manner which does not cause
        such
        property to fail to qualify as "foreclosure property" within the meaning
        of
        Section 860F(a)(2)(E) of the Code, or any "net income from foreclosure property"
        which is subject to taxation under the REMIC provisions of the Code. Pursuant
        to
        its efforts to sell such property, the Servicer shall either itself or through
        an agent selected by Servicer, protect and conserve such property in the
        same
        manner and to such an extent as is customary in the locality where such property
        is located. Additionally, Servicer shall perform the tax withholding and
        reporting related to Sections 1445 and 6050J of the Code.

      


      Section
        4.04 Establishment
        of Custodial Accounts; Deposits in Custodial Accounts.

      


      The
        Servicer shall segregate and hold all funds collected and received pursuant
        to
        each Mortgage Loan separate and apart from any of its own funds and general
        assets and shall establish and maintain one or more Custodial Accounts. The
        Custodial Account shall be an Eligible Account. Funds shall be deposited
        in the
        Custodial Account within two (2) Business Days hours of receipt, and shall
        at
        all times be insured by the FDIC up to the FDIC insurance limits, or must
        be
        invested in Permitted Investments for the benefit of the Purchaser. Funds
        deposited in the Custodial Account may be drawn on by the Servicer in accordance
        with Section 4.05. The creation of any Custodial Account shall be evidenced
        by a
        letter agreement in the form shown in Exhibit B hereto. The original of such
        letter agreement shall be furnished to the Purchaser on the Closing Date,
        and
        upon the request of any subsequent Purchaser.

      


      The
        Servicer shall deposit in the Custodial Account on a daily basis, and retain
        therein the following payments and collections received or made by it subsequent
        to the Cut-off Date, or received by it prior to the Cut-off Date but allocable
        to a period subsequent thereto, other than in respect of principal and interest
        on the Mortgage Loans due on or before the Cut-off Date:

      


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

      


      (ii)
         all
        payments on account of interest on the Mortgage Loans adjusted to the Mortgage
        Loan Remittance Rate;

      


      (iii)
         all
        Liquidation Proceeds;

      


      (iv)
         any
        amounts required to be deposited by the Servicer in connection with any REO
        Property pursuant to Section 4.13 and in connection therewith, the Servicer
        shall provide the Purchaser with written detail itemizing all of such
        amounts;

      


      (v)
         all
        Insurance Proceeds including amounts required to be deposited pursuant to
        Sections 4.08, 4.10 and 4.11, other than proceeds to be held in the Escrow
        Account and applied to the restoration or repair of the Mortgaged Property
        or
        released to the Mortgagor in accordance with Accepted Servicing Practices,
        the
        Mortgage Loan Documents or applicable law;

      


      (vi)
         all
        Condemnation Proceeds affecting any Mortgaged Property which are not released
        to
        the Mortgagor in accordance with Accepted Servicing Practices, the loan
        documents or applicable law;

      


      (vii)
         any
        Monthly Advances;

      


      (viii)
         with
        respect to each full or partial Principal Prepayment, any Prepayment Interest
        Shortfalls, to the extent of the Servicer’s aggregate Servicing Fee received
        with respect to the related Prepayment Period;

      


      (ix)
         any
        amounts required to be deposited by the Servicer pursuant to Section 4.10
        in
        connection with the deductible clause in any blanket hazard insurance policy,
        such deposit shall be made from the Servicer's own funds, without reimbursement
        therefor; and

      


      (x)
         any
        amounts required to be deposited in the Custodial Account pursuant to Section
        4.01, 4.13 or 6.02.

      


      The
        foregoing requirements for deposit in the Custodial Account shall be exclusive,
        it being understood and agreed that, without limiting the generality of the
        foregoing, payments in the nature of late payment charges and assumption
        fees,
        to the extent permitted by Section 6.01, need not be deposited by the Servicer
        in the Custodial Account. Any interest paid on funds deposited in the Custodial
        Account by the depository institution shall accrue to the benefit of the
        Servicer and the Servicer shall be entitled to retain and withdraw such interest
        from the Custodial Account pursuant to Section 4.05 (iv). The Purchaser shall
        not be responsible for any losses suffered with respect to investment of
        funds
        in the Custodial Account.

      


      


      Section
        4.05 Permitted
        Withdrawals From the Custodial Account.

      


      The
        Servicer may, from time to time, withdraw from the Custodial Account for
        the
        following purposes:

      


      (i) to
        make
        payments to the Purchaser in the amounts and in the manner provided for in
        Section 5.01;

      


      (ii)
         to
        reimburse itself for Monthly Advances, the Servicer's right to reimburse
        itself
        pursuant to this subclause (ii) being limited to amounts received on the
        related
        Mortgage Loan which represent late collections (net of the related Servicing
        Fees) of principal and/or interest respecting which any such advance was
        made,
        it being understood that, in the case of such reimbursement, the Servicer's
        right thereto shall be prior to the rights of the Purchaser, except that,
        where
        the Company is required to repurchase a Mortgage Loan, pursuant to Section
        3.03,
        the Servicer's right to such reimbursement shall be subsequent to the payment
        to
        the Purchaser of the Repurchase Price pursuant to such Section and all other
        amounts required to be paid to the Purchaser with respect to such Mortgage
        Loan;

      


      (iii)
         to
        reimburse itself for unreimbursed Servicing Advances and any unpaid Servicing
        Fees, the Servicer's right to reimburse itself pursuant to this subclause
        (iii)
        with respect to any defaulted Mortgage Loan being limited to related proceeds
        from Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds in
        accordance with the relevant provisions of the Fannie Mae Guides or as otherwise
        set forth in this Agreement
        and only
        to the extent that the aggregate of Liquidation Proceeds and Insurance Proceeds
        with respect to such Mortgage Loan, after any reimbursement to the Servicer,
        exceeds the outstanding Stated Principal Balance of such Mortgage Loan plus
        accrued and unpaid interest thereon at the related Mortgage Rate less the
        Servicing Fee Rate to but not including the date of payment (in any event,
        the
        aggregate amount of servicing compensation received by a Subservicer and
        the
        Servicer with respect to any defaulted Monthly Payment shall not exceed the
        applicable Servicing Fee);
        

      


      (iv) to
        pay to
        itself as part of its servicing compensation (a) any interest earned on funds
        in
        the Custodial Account (all such interest to be withdrawn monthly not later
        than
        each Remittance Date), and (b) the Servicing Fee from that portion of any
        payment or recovery as to interest with respect to a particular Mortgage
        Loan;

      


      (v) to
        pay to
        itself with respect to each Mortgage Loan that has been repurchased pursuant
        to
        Section 3.03 all amounts received thereon and not distributed as of the date
        on
        which the related repurchase price is determined,

      


      (vi) to
        transfer funds to another Eligible Account in accordance with Section 4.09
        hereof;

      


      (vii) to
        remove
        funds inadvertently placed in the Custodial Account by the Servicer;


      


      (vi) to
        clear
        and terminate the Custodial Account upon the termination of this Agreement;
        and

      


      (vii) to
        reimburse itself for Nonrecoverable Advances to the extent not reimbursed
        pursuant to clause (ii) or clause (iii).

      


      Section
        4.06 Establishment
        of Escrow Accounts; Deposits
        in Escrow Accounts.

      


      The
        Servicer shall segregate and hold all funds collected and received pursuant
        to
        each Mortgage Loan which constitute Escrow Payments separate and apart from
        any
        of its own funds and general assets and shall establish and maintain one
        or more
        Escrow Accounts. The Escrow Account shall be an Eligible Account. Funds
        deposited in each Escrow Account shall at all times be insured in a manner
        to
        provide maximum insurance under the insurance limitations of the FDIC, or
        must
        be invested in Permitted Investments. Funds
        deposited in the Escrow Account may be drawn on by the Servicer in accordance
        with Section 4.07. The creation of any Escrow Account shall be evidenced
        by a
        letter agreement in the form shown in Exhibit C. The original of such letter
        agreement shall be furnished to the Purchaser on the Closing Date, and upon
        request to any subsequent purchaser.

      


      The
        Servicer shall deposit in the Escrow Account or Accounts on a daily basis,
        and
        retain therein:

      


      (i) all
        Escrow Payments collected on account of the Mortgage Loans, for the purpose
        of
        effecting timely payment of any such items as required under the terms of
        this
        Agreement;

      


      (ii) all
        Insurance Proceeds which are to be applied to the restoration or repair of
        any
        Mortgaged Property; and

      


      (iii) all
        Servicing Advances for Mortgagors whose Escrow Payments are insufficient
        to
        cover escrow disbursements.

      


      The
        Servicer shall make withdrawals from the Escrow Account only to effect such
        payments as are required under this Agreement, and for such other purposes
        as
        shall be as set forth or in accordance with Section 4.07. The Servicer shall
        be
        entitled to retain any interest paid on funds deposited in the Escrow Account
        by
        the depository institution other than interest on escrowed funds required
        by law
        to be paid to the Mortgagor and, to the extent required by law, the Servicer
        shall pay interest on escrowed funds to the Mortgagor notwithstanding that
        the
        Escrow Account is non-interest bearing or that interest paid thereon is
        insufficient for such purposes. The
        Purchaser shall not be responsible for any losses suffered with respect to
        investment of funds in the Escrow Account.

      


      


      Section
        4.07 Permitted
        Withdrawals From Escrow Account.

      


      Withdrawals
        from the Escrow Account may be made by Servicer only:

      


      (i) to
        effect
        timely payments of ground rents, taxes, assessments, water rates, Primary
        Mortgage Insurance Policy premiums, if applicable, fire and hazard insurance
        premiums, condominium assessments and comparable items;

      


      (ii) to
        reimburse Servicer for any Servicing Advance made by Servicer with respect
        to a
        related Mortgage Loan but only from amounts received on the related Mortgage
        Loan which represent late payments or collections of Escrow Payments
        thereunder;

      


      (iii) to
        refund
        to the Mortgagor any funds as may be determined to be overages;

      


      (iv) for
        transfer to the Custodial Account in accordance with the terms of this
        Agreement;

      


      (v) for
        application to restoration or repair of the Mortgaged Property;

      


      (vi) to
        pay to
        the Servicer, or to the Mortgagor to the extent required by law, any interest
        paid on the funds deposited in the Escrow Account;

      


      (vii)
         to
        clear
        and terminate the Escrow Account on the termination of this Agreement. As
        part
        of its servicing duties, the Servicer shall pay to the Mortgagors interest
        on
        funds in Escrow Account, to the extent required by law, and to the extent
        that
        interest earned on funds in the Escrow Account is insufficient, shall pay
        such
        interest from its own funds, without any reimbursement therefor;
        and

      


      (viii)
         to
        pay to
        the Mortgagors or other parties Insurance Proceeds deposited in accordance
        with
        Section 4.06.

      


      Section
        4.08 Payment
        of Taxes, Insurance and Other Charges;
        Maintenance of Primary Mortgage Insurance
        Policies; Collections Thereunder.

       

      With
        respect to each Mortgage Loan, the Servicer shall maintain accurate records
        reflecting the status of ground rents, taxes, assessments, water rates and
        other
        charges which are or may become a lien upon the Mortgaged Property and the
        status of primary mortgage insurance premiums and fire and hazard insurance
        coverage and shall obtain, from time to time, all bills for the payment of
        such
        charges, including renewal premiums and shall effect payment thereof prior
        to
        the applicable penalty or termination date and at a time appropriate for
        securing maximum discounts allowable, employing for such purpose deposits
        of the
        Mortgagor in the Escrow Account which shall have been estimated and accumulated
        by the Servicer in amounts sufficient for such purposes, as allowed under
        the
        terms of the Mortgage or applicable law. To the extent that the Mortgage
        does
        not provide for Escrow Payments, the Servicer shall determine that any such
        payments are made by the Mortgagor at the time they first become due. The
        Servicer assumes full responsibility for the timely payment of all such bills
        and shall effect timely payments of all such bills irrespective of the
        Mortgagor's faithful performance in the payment of same or the making of
        the
        Escrow Payments and shall make advances from its own funds to effect such
        payments. Notwithstanding
        anything else contained herein, it is agreed that Servicer will not be required
        to pay any such bills for ground rents, taxes, assessments, water rates and
        other charges if the Mortgage does not provide for Escrow Payments until
        such time at which such unpaid amounts would be considered delinquent or
        result in a superior lien being imposed on the Mortgaged Property or
        otherwise impair Purchaser's interest in the Mortgaged Property.

      


      The
        Servicer will maintain in full force and effect Primary Mortgage Insurance
        Policies issued by a Qualified Insurer with respect to each Mortgage Loan
        for
        which such coverage is herein required. Such coverage will be terminated
        only
        with the approval of Purchaser, or as required by applicable law or regulation.
        The Servicer will not cancel or refuse to renew any Primary Mortgage Insurance
        Policy in effect on the Closing Date that is required to be kept in force
        under
        this Agreement unless a replacement Primary Mortgage Insurance Policy for
        such
        canceled or nonrenewed policy is obtained from and maintained with a Qualified
        Insurer. The Servicer shall not take any action which would result in
        non-coverage under any applicable Primary Mortgage Insurance Policy of any
        loss
        which, but for the actions of the Servicer would have been covered thereunder.
        In connection with any assumption or substitution agreement entered into
        or to
        be entered into pursuant to Section 6.01, the Servicer shall promptly notify
        the
        insurer under the related Primary Mortgage Insurance Policy, if any, of such
        assumption or substitution of liability in accordance with the terms of such
        policy and shall take all actions which may be required by such insurer as
        a
        condition to the continuation of coverage under the Primary Mortgage Insurance
        Policy. If such Primary Mortgage Insurance Policy is terminated as a result
        of
        such assumption or substitution of liability, the Servicer shall obtain a
        replacement Primary Mortgage Insurance Policy as provided above.

      


      The
        Servicer agrees to prepare and present, on behalf of itself and the Purchaser,
        claims to the insurer under any Private Mortgage Insurance Policy in a timely
        fashion in accordance with the terms of such Primary Mortgage Insurance Policy
        and, in this regard, to take such action as shall be necessary to permit
        recovery under any Primary Mortgage Insurance Policy respecting a defaulted
        Mortgage Loan. Pursuant to Section 4.04, any amounts collected by the Servicer
        under any Primary Mortgage Insurance Policy shall be deposited in the Custodial
        Account, subject to withdrawal pursuant to Section 4.05.

      


      Section
        4.09 Transfer
        of Accounts.

      


      The
        Servicer may transfer the Custodial Account or the Escrow Account to a different
        Eligible Account from time to time. Such transfer shall be made only upon
        obtaining the prior written consent of the Purchaser, which consent will
        not be
        unreasonably withheld.

      


      Section
        4.10 Maintenance
        of Hazard Insurance.

      


      The
        Servicer shall cause to be maintained for each Mortgage Loan fire and hazard
        insurance with extended coverage as is acceptable to Fannie Mae or FHLMC
        and
        customary in the area where the Mortgaged Property is located in an amount
        which
        is equal to the lesser of (i) the maximum insurable value of the improvements
        securing such Mortgage Loan or (ii) the greater of (a) the outstanding principal
        balance of the Mortgage Loan, and (b) an amount such that the proceeds thereof
        shall be sufficient to prevent the Mortgagor and/or the mortgagee from becoming
        a co-insurer. If required by the Flood Disaster Protection Act of 1973, as
        amended, each Mortgage Loan shall be covered by a flood insurance policy
        meeting
        the requirements of the current guidelines of the Federal Insurance
        Administration in effect with an insurance carrier acceptable to Fannie Mae
        or
        FHLMC, in an amount representing coverage not less than the least of (i)
        the
        outstanding principal balance of the Mortgage Loan, (ii) the maximum insurable
        value of the improvements securing such Mortgage Loan or (iii) the maximum
        amount of insurance which is available under the Flood Disaster Protection
        Act
        of 1973, as amended. If at any time during the term of the Mortgage Loan,
        the
        Servicer determines in accordance with applicable law and pursuant to the
        Fannie
        Mae Guides that a Mortgaged Property is located in a special flood hazard
        area
        and is not covered by flood insurance or is covered in an amount less than
        the
        amount required by the Flood Disaster Protection Act of 1973, as amended,
        the
        Servicer shall notify the related Mortgagor that the Mortgagor must obtain
        such
        flood insurance coverage, and if said Mortgagor fails to obtain the required
        flood insurance coverage within forty-five (45) days after such notification,
        the Servicer shall immediately force place the required flood insurance on
        the
        Mortgagor’s behalf. The Servicer shall also maintain on each REO Property, fire
        and hazard insurance with extended coverage in an amount which is at least
        equal
        to the maximum insurable value of the improvements which are a part of such
        property, and, to the extent required and available under the Flood Disaster
        Protection Act of 1973, as amended, flood insurance in an amount as provided
        above. Any amounts collected by the Servicer under any such policies other
        than
        amounts to be deposited in the Escrow Account and applied to the restoration
        or
        repair of the Mortgaged Property or REO Property, or released to the Mortgagor
        in accordance with Accepted Servicing Practices, shall be deposited in the
        Custodial Account, subject to withdrawal pursuant to Section 4.05. It is
        understood and agreed that no other additional insurance need be required
        by the
        Servicer of the Mortgagor or maintained on property acquired in respect of
        the
        Mortgage Loan, other than pursuant to this Agreement, the Fannie Mae Guides
        or
        such applicable state or federal laws and regulations as shall at any time
        be in
        force and as shall require such additional insurance. All such policies shall
        be
        endorsed with standard mortgagee clauses with loss payable to the Servicer
        and
        its successors and/or assigns and shall provide for at least thirty (30)
        days
        prior written notice of any cancellation, reduction in the amount or material
        change in coverage to the Servicer. The Servicer shall not interfere with
        the
        Mortgagor's freedom of choice in selecting either his insurance carrier or
        agent, provided, however, that the Servicer shall not accept any such insurance
        policies from insurance companies unless such companies are Qualified
        Insurers.

      


      Section
        4.11 Maintenance
        of Mortgage Impairment Insurance Policy.

      


      In
        the
        event that the Servicer shall obtain and maintain a blanket policy issued
        by a
        Qualified Insurer insuring against hazard losses on all of the Mortgage Loans,
        then, to the extent such policy provides coverage in an amount equal to the
        amount required pursuant to Section 4.10 and otherwise complies with all
        other
        requirements of Section 4.10, it shall conclusively be deemed to have satisfied
        its obligations as set forth in Section 4.10, it being understood and agreed
        that such policy may contain a deductible clause, in which case the Servicer
        shall, in the event that there shall not have been maintained on the related
        Mortgaged Property or REO Property a policy complying with Section 4.10,
        and
        there shall have been a loss which would have been covered by such policy,
        deposit in the Custodial Account the amount not otherwise payable under the
        blanket policy because of such deductible clause. In connection with its
        activities as servicer of the Mortgage Loans, the Servicer agrees to prepare
        and
        present, on behalf of the Purchaser, claims under any such blanket policy
        in a
        timely fashion in accordance with the terms of such policy. Upon request
        of the
        Purchaser, the Servicer shall cause to be delivered to the Purchaser a certified
        true copy of such policy and shall use its best efforts to obtain a statement
        from the insurer thereunder that such policy shall in no event be terminated
        or
        materially modified without thirty (30) days' prior written notice to the
        Purchaser.

      


      Section
        4.12 Fidelity
        Bond, Errors and Omissions Insurance.

      


      The
        Servicer 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 Mortgage Loan to handle funds, money, documents and papers
        relating to the Mortgage Loan. The Fidelity Bond shall be in the form of
        the
        Mortgage Banker's Blanket Bond and shall protect and insure the Servicer
        against
        losses, including forgery, theft, embezzlement and fraud of such persons.
        The
        errors and omissions insurance shall protect and insure the Servicer against
        losses arising out of errors and omissions and negligent acts of such persons.
        Such errors and omissions insurance shall also protect and insure the Servicer
        against losses in connection with the failure to maintain any insurance policies
        required pursuant to this Agreement and the release or satisfaction of a
        Mortgage Loan without having obtained payment in full of the indebtedness
        secured thereby. No provision of this Section 4.12 requiring the Fidelity
        Bond
        or errors and omissions insurance shall diminish or relieve the Servicer
        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 Fannie Mae in the Fannie Mae Guides. Upon
        request by the Purchaser, the Servicer shall deliver to the Purchaser 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 (30) days' prior
        written notice to the Purchaser. The Servicer shall notify the Purchaser
        within
        five (5) business days of receipt of notice that such Fidelity Bond or insurance
        policy will be, or has been, materially modified or terminated. The Purchaser
        (or any party having the status of Purchaser hereunder) and any subsidiary
        thereof and their successors or assigns as their interests may appear must
        be
        named as loss payees on the Fidelity Bond and as additional insured on the
        errors and omissions policy. Upon request by Purchaser, Servicer shall provide
        Purchaser with an insurance certificate certifying coverage under this Section
        4.12, and will provide an update to such certificate upon request, or upon
        renewal or material modification of coverage.

      


      Section
        4.13 Title,
        Management and Disposition of REO Property.

      


      In
        the
        event that title to the Mortgaged Property is acquired in foreclosure or
        by deed
        in lieu of foreclosure, the deed or certificate of sale shall be taken in
        the
        name of the Purchaser or its designee, or in the event the Purchaser or its
        designee is not authorized or permitted to hold title to real property in
        the
        state where the REO Property is located, or would be adversely affected under
        the "doing business" or tax laws of such state by so holding title, the deed
        or
        certificate of sale shall be taken in the name of such Person or Persons
        as
        shall be consistent with an opinion of counsel obtained by the Servicer from
        an
        attorney duly licensed to practice law in the state where the REO Property
        is
        located. Any Person or Persons holding such title other than the Purchaser
        shall
        acknowledge in writing that such title is being held as nominee for the benefit
        of the Purchaser.

      


      The
        Servicer shall notify the Purchaser in accordance with the Fannie Mae Guides
        of
        each acquisition of REO Property upon such acquisition (and, in any event,
        shall
        provide notice of the consummation of any foreclosure sale within three (3)
        Business Days of the date Servicer receives notice of such consummation),
        together with a copy of the drive by appraisal or brokers price opinion of
        the
        Mortgaged Property obtained in connection with such acquisition, and thereafter
        assume the responsibility for marketing such REO property in accordance with
        Accepted Servicing Practices. Thereafter, the Servicer shall continue to
        provide
        certain administrative services to the Purchaser relating to such REO Property
        as set forth in this Section 4.13. 

      The
        Servicer shall, either itself or through an agent selected by the Servicer,
        and
        in accordance with the Fannie Mae Guides manage, conserve, protect and operate
        each REO Property in the same manner that it manages, conserves, protects
        and
        operates other foreclosed property for its own account, and in the same manner
        that similar property in the same locality as the REO Property is managed.
        The
        Servicer shall cause each REO Property to be inspected promptly upon the
        acquisition of title thereto and shall cause each REO Property to be inspected
        at least monthly thereafter or more frequently as required by the circumstances.
        The Servicer shall make or cause to be made a written report of each such
        inspection. Such reports shall be retained in the Mortgage File and copies
        thereof shall be forwarded by the Servicer to the Purchaser.

      


      The
        Servicer shall use its best efforts to dispose of the REO Property as soon
        as
        possible and shall sell such REO Property in any event within one (1) year
        after
        title has been taken to such REO Property, unless the Servicer determines,
        and
        gives an appropriate notice to the Purchaser to such effect, that a longer
        period is necessary for the orderly liquidation of such REO Property. If
        a
        longer period than one (1) year is permitted under the foregoing sentence
        and is
        necessary to sell any REO Property, the Servicer shall report monthly to
        the
        Purchaser as to the progress being made in selling such REO Property. No
        REO
        Property shall be marketed for less than the Appraised Value, without the
        prior
        consent of Purchaser. No REO Property shall be sold for less than ninety
        five
        percent (95%) of its Appraised Value, without the prior consent of Purchaser.
        All requests for reimbursement of Servicing Advances shall be in accordance
        with
        the Fannie Mae Guides. The disposition of REO Property shall be carried out
        by
        the Servicer at such price, and upon such terms and conditions, as the Servicer
        deems to be in the best interests of the Purchaser (subject to the above
        conditions) only with the prior written consent of the Purchaser. Servicer
        shall
        provide monthly reports to Purchaser in reference to the status of the marketing
        of the REO Properties.

      


      Notwithstanding
        anything to the contrary contained herein, the Purchaser may, at the Purchaser's
        sole option, terminate the Servicer as servicer of any such REO Property
        without
        payment of any termination fee with respect thereto, provided that the Servicer
        shall on the date said termination takes effect be reimbursed for any
        unreimbursed advances of the Servicer's funds made pursuant to Section 5.03
        and
        any unreimbursed Servicing Advances and Servicing Fees in each case relating
        to
        the Mortgage Loan underlying such REO Property notwithstanding anything to
        the
        contrary set forth in Section 4.05. In the event of any such termination,
        the
        provisions of Section 11.01 hereof shall apply to said termination and the
        transfer of servicing responsibilities with respect to such REO Property
        to the
        Purchaser or its designee. Within five (5) Business Days of any such
        termination, the Servicer shall, if necessary convey such property to the
        Purchaser and shall further provide the Purchaser with the following information
        regarding the subject REO Property: the related drive by appraisal or brokers
        price opinion, and copies of any related Mortgage Impairment Insurance Policy
        claims. In addition, within five (5) Business Days, the Servicer shall provide
        the Purchaser with the following information and documents regarding the
        subject
        REO Property: the related trustee’s deed upon sale and copies of any related
        hazard insurance claims, or repair bids.

      


      Section
        4.14 Notification
        of Maturity Date.

      


      With
        respect to each Mortgage Loan, the Servicer shall execute and deliver to
        the
        Mortgagor any and all necessary notices required under applicable law and
        the
        terms of the related Mortgage Note and Mortgage regarding the maturity date
        if
        required under applicable law.

      


      ARTICLE
        V

      


      PAYMENTS
        TO THE PURCHASER

      


      Section
        5.01 Distributions.

      


      On
        each
        Remittance Date, the Servicer shall distribute by wire transfer of immediately
        available funds to the Purchaser (i) all amounts credited to the Custodial
        Account as of the close of business on the preceding Determination Date,
        net of
        charges against or withdrawals from the Custodial Account pursuant to Section
        4.05, plus (ii) all Monthly Advances, if any, which the Servicer is obligated
        to
        distribute pursuant to Section 5.03, plus, (iii) interest at the Mortgage
        Loan
        Remittance Rate on any Principal Prepayment from the date of such Principal
        Prepayment through the end of the month for which disbursement is made provided
        that the Servicer’s obligation as to payment of such interest shall be limited
        to the Servicing Fee earned during the month of the distribution, minus (iv)
        any
        amounts attributable to Monthly Payments collected but due on a Due Date
        or
        Dates subsequent to the preceding Determination Date, which amounts shall
        be
        remitted on the Remittance Date next succeeding the Due Period for such amounts.
        It is understood that, by operation of Section 4.04, the remittance on the
        first
        Remittance Date with respect to Mortgage Loans purchased pursuant to the
        related
        Term Sheet is to include principal collected after the Cut-off Date through
        the
        preceding Determination Date plus interest, adjusted to the Mortgage Loan
        Remittance Rate collected through such Determination Date exclusive of any
        portion thereof allocable to the period prior to the Cut-off Date, with the
        adjustments specified in clauses (ii), (iii) and (iv) above.

      


      With
        respect to any remittance received by the Purchaser after the Remittance
        Date,
        the Servicer shall pay to the Purchaser interest on any such late payment
        at an
        annual rate equal to the Prime Rate, adjusted as of the date of each change,
        plus three (3) percentage points, but in no event greater than the maximum
        amount permitted by applicable law. Such interest shall cover the period
        commencing with the day following the Business Day such payment was due and
        ending with the Business Day on which such payment is made to the Purchaser,
        both inclusive. The payment by the Servicer of any such interest shall not
        be
        deemed an extension of time for payment or a waiver of any Event of Default
        by
        the Servicer. On each Remittance Date, the Servicer shall provide a remittance
        report detailing all amounts being remitted pursuant to this Section
        5.01.

      


      Section
        5.02 Statements
        to the Purchaser.

      


      The
        Servicer shall furnish to Purchaser an individual loan accounting report,
        as of
        the last Business Day of each month, in the Servicer's assigned loan number
        order to document Mortgage Loan payment activity on an individual Mortgage
        Loan
        basis. With respect to each month, the corresponding individual loan accounting
        report shall be received by the Purchaser no later than the fifth Business
        Day
        of the following month on a disk or tape or other computer-readable format
        in
        such format as may be mutually agreed upon by both Purchaser and Servicer,
        and
        no later than the fifth Business Day of the following month in hard copy,
        and
        shall contain the following:

      


      (i) with
        respect to each Mortgage Loan and each Monthly Payment, the amount of such
        remittance allocable to principal (including a separate breakdown of any
        Principal Prepayment, including the date of such prepayment, and any prepayment
        penalties or premiums, along with a detailed report of interest on principal
        prepayment amounts remitted in accordance with Section 4.04);

      


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

      


      (iii) with
        respect to each Mortgage Loan, the amount of servicing compensation received
        by
        the Servicer during the prior distribution period;

      


      (iv) the
        Stated Principal Balance of each Mortgage Loan and the aggregate Stated
        Principal Balance of all Mortgage Loans as of the beginning of the distribution
        period and the ending of the distribution period;

      


      (v) with
        respect to each Mortgage Loan, the current Mortgage Interest Rate;

      


      (vi) with
        respect to each Mortgage Loan for which liquidation and final distribution
        has
        occurred, the aggregate amount of any Insurance Proceeds, Condemnation Proceeds,
        Liquidation Proceeds and REO Disposition Proceeds received during the prior
        distribution period;

      


      (vii) with
        respect to each Mortgage Loan, the amount of any Prepayment Interest Shortfalls
        paid by the Servicer in accordance with Section 4.04(viii) during the prior
        distribution period; 

      


      (viii) [RESERVED];

      


      (ix) the
        number of Mortgage Loans as of the beginning of the distribution period and
        the
        ending of the distribution period; 

      


      (x) with
        respect to each Mortgage Loan, the Stated Principal Balance of each Mortgage
        Loan that is (A)
        delinquent (exclusive of Mortgage Loans in foreclosure and bankruptcy) (1)
        30
        days delinquent, (2) 60 days delinquent and (3) 90 days or more delinquent;
        (B)
        in foreclosure and delinquent (1) 30 days delinquent, (2) 60 days delinquent
        and
        (3) 90 days or more delinquent; and (C) in bankruptcy and delinquent (1)
        30 days
        delinquent, (2) 60 days delinquent and (3) 90 days or more delinquent, 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;

      


      (xi) with
        respect to each Mortgage Loan, the amount and severity of any realized loss
        following liquidation of such Mortgage Loan; 

      


      (xii) with
        respect to each Mortgage Loan, and in the aggregate for all Mortgage Loans,
        the
        amount of the month end Monthly Advance balances made by the Servicer during
        the
        prior distribution period; 

      


      (xiii) with
        respect to each Mortgage Loan, a description of any Servicing Advances made
        by
        the Servicer with respect to such Mortgage Loan including the amount, terms
        and
        general purpose of such Servicing Advances, and the aggregate amount of
        Servicing Advances for all Mortgage Loans during the prior distribution
        period;

      


      (xiv) with
        respect to each Mortgage Loan, a description of any Nonrecoverable Advances
        made
        by the Servicer with respect to such Mortgage Loan including the amount,
        terms
        and general purpose of such Nonrecoverable Advances, and the aggregate amount
        of
        Nonrecoverable Advances for all Mortgage Loans during the prior distribution
        period;

      


      (xv) with
        respect to each Mortgage Loan, a description of any Monthly Advances, Servicing
        Advances and Nonrecoverable Advances reimbursed to the Servicer with respect
        to
        such Mortgage Loan during the prior distribution period pursuant to Section
        4.05, and the source of funds for such reimbursement, and the aggregate amount
        of any Monthly Advances, Servicing Advances and Nonrecoverable Advances
        reimbursed to the Servicer for all Mortgage Loans during the prior distribution
        period pursuant to Section 4.05; 

      


      (xvi) with
        respect to any Mortgage Loan, a description of any material modifications,
        extensions or waivers to the terms, fees, penalties or payments of such Mortgage
        Loan during the prior distribution period or that have cumulatively become
        material over time;

      


      (xvii) a
        description of any material breach of a representation or warranty set forth
        in
        Section 3.01 or Section 3.02 herein or of any other breach of a covenant
        or
        condition contained herein and the status of any resolution of such
        breach;

      


      (xviii) [reserved];

      


      (xix) with
        respect to each Mortgage Loan, the Stated Principal Balance of any Mortgage
        Loan
        that has been repurchased by the Servicer in accordance with Section 3.03
        herein.

      


      In
        addition, the Servicer shall provide to the Purchaser such other information
        known or available to the Servicer that is necessary in order to provide
        the
        distribution and pool performance information as required under Regulation
        AB,
        as amended from time to time, as determined by the Purchaser in its sole
        discretion. The Servicer shall also provide a monthly report, in the form
        of
Exhibit
        E
        hereto,
        or such other form as is mutually acceptable to the Servicer, the Purchaser
        and
        any Master Servicer, Exhibit
        F
        with
        respect to defaulted mortgage loans and Exhibit
        P,
        with
        respect to realized losses and gains, with each such report. 

      


      The
        Servicer shall prepare and file any and all information statements or other
        filings required to be delivered to any governmental taxing authority or
        to
        Purchaser pursuant to any applicable law with respect to the Mortgage Loans
        and
        the transactions contemplated hereby. In addition, the Servicer shall provide
        Purchaser with such information concerning the Mortgage Loans as is necessary
        for Purchaser to prepare its federal income tax return as Purchaser may
        reasonably request from time to time.

      


      In
        addition, not more than sixty (60) days after the end of each calendar year,
        the
        Servicer shall furnish to each Person who was a Purchaser at any time during
        such calendar year an annual statement in accordance with the requirements
        of
        applicable federal income tax law as to the aggregate of remittances for
        the
        applicable portion of such year.

      


      Section
        5.03 Monthly
        Advances by the Servicer.

      


      Not
        later
        than the close of business on the Business Day preceding each Remittance
        Date,
        the Servicer shall deposit in the Custodial Account an amount equal to all
        payments not previously advanced by the Servicer, whether or not deferred
        pursuant to Section 4.01, of principal (due after the Cut-off Date) and interest
        not allocable to the period prior to the Cut-off Date, adjusted to the Mortgage
        Loan Remittance Rate, which were due on a Mortgage Loan and delinquent at
        the
        close of business on the related Determination Date.

      


      The
        Servicer's obligation to make such Monthly Advances as to any Mortgage Loan
        will
        continue through the last Monthly Payment due prior to the payment in full
        of
        the Mortgage Loan, or through the Remittance Date prior to the date on which
        the
        Mortgaged Property liquidates (including Insurance Proceeds, proceeds from
        the
        sale of REO Property or Condemnation Proceeds) with respect to the Mortgage
        Loan
        unless the Servicer deems such advance to be a Nonrecoverable Advance. In
        such
        event, the Servicer shall deliver to the Purchaser an Officer's Certificate
        of
        the Servicer to the effect that an officer of the Servicer has reviewed the
        related Mortgage File and has made the reasonable determination that any
        additional advances are nonrecoverable. 

      


      Section
        5.04 Liquidation
        Reports.

      


      Upon
        the
        foreclosure sale of any Mortgaged Property or the acquisition thereof by
        the
        Purchaser pursuant to a deed-in-lieu of foreclosure, the Servicer shall submit
        to the Purchaser a liquidation report with respect to such Mortgaged Property
        in
        a form mutually acceptable to the Servicer and Purchaser. The Servicer shall
        also provide reports on the status of REO Property containing such information
        as Purchaser may reasonably require.

      


      Section
        5.05 Prepayment
        Interest Shortfalls.

      


      Not
        later
        than the close of business on the Business Day preceding each Remittance
        Date in
        the month following the related Prepayment Period, the Servicer shall deposit
        in
        the Custodial Account an amount equal to any Prepayment Interest Shortfalls
        with
        respect to such Prepayment Period, which in the aggregate shall not exceed
        the
        Servicer’s aggregate Servicing Fee received with respect to the related Due
        Period.

       

      ARTICLE
        VI

      


      GENERAL
        SERVICING PROCEDURES

      


      Section
        6.01 Assumption
        Agreements.

      


      The
        Servicer will, to the extent it has knowledge of any conveyance or prospective
        conveyance by any Mortgagor of the Mortgaged Property (whether by absolute
        conveyance or by contract of sale, and whether or not the Mortgagor remains
        or
        is to remain liable under the Mortgage Note and/or the Mortgage), exercise
        its
        rights to accelerate the maturity of such Mortgage Loan under any "due-on-sale"
        clause to the extent permitted by law; provided, however, that the Servicer
        shall not exercise any such rights if prohibited by law or the terms of the
        Mortgage Note from doing so or if the exercise of such rights would impair
        or
        threaten to impair any recovery under the related Primary Mortgage Insurance
        Policy, if any. If the Servicer reasonably believes it is unable under
        applicable law to enforce such "due-on-sale" clause, the Servicer, with the
        approval of the Purchaser, will enter into an assumption agreement with the
        person to whom the Mortgaged Property has been conveyed or is proposed to
        be
        conveyed, pursuant to which such person becomes liable under the Mortgage
        Note
        and, to the extent permitted by applicable state law, the Mortgagor remains
        liable thereon. Where an assumption is allowed pursuant to this Section 6.01,
        the Servicer, with the prior consent of the Purchaser and the primary mortgage
        insurer, if any, is authorized to enter into a substitution of liability
        agreement with the person to whom the Mortgaged Property has been conveyed
        or is
        proposed to be conveyed pursuant to which the original mortgagor is released
        from liability and such Person is substituted as mortgagor and becomes liable
        under the related Mortgage Note. Any such substitution of liability agreement
        shall be in lieu of an assumption agreement. 

      


      In
        connection with any such assumption or substitution of liability, the Servicer
        shall follow the underwriting practices and procedures of the Servicer. With
        respect to an assumption or substitution of liability, the Mortgage Interest
        Rate borne by the related Mortgage Note, the amount of the Monthly Payment
        and
        the maturity date may not be changed (except pursuant to the terms of the
        Mortgage Note). If the credit of the proposed transferee does not meet such
        underwriting criteria, the Servicer diligently shall, to the extent permitted
        by
        the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity
        of the Mortgage Loan. The Servicer shall notify the Purchaser that any such
        substitution of liability or assumption agreement has been completed by
        forwarding to the Purchaser the original of any such substitution of liability
        or assumption agreement, which document shall be added to the related Mortgage
        File and shall, for all purposes, be considered a part of such Mortgage File
        to
        the same extent as all other documents and instruments constituting a part
        thereof. All fees collected by the Servicer for entering into an assumption
        or
        substitution of liability agreement shall belong to the Servicer.

      


      Notwithstanding
        the foregoing paragraphs of this Section or any other provision of this
        Agreement, the Servicer shall not be deemed to be in default, breach or any
        other violation of its obligations hereunder by reason of any assumption
        of a
        Mortgage Loan by operation of law or any assumption which the Servicer may
        be
restricted by law from preventing, for any reason whatsoever. For purposes
        of
        this Section 6.01, the term "assumption" is deemed to also include a sale
        of the
        Mortgaged Property subject to the Mortgage that is not accompanied by an
        assumption or substitution of liability agreement.

      


      Section
        6.02 Satisfaction
        of Mortgages and Release of Mortgage Files.

      


      Upon
        the
        payment in full of any Mortgage Loan, or the receipt by the Servicer of a
        notification that payment in full will be escrowed in a manner customary
        for
        such purposes, the Servicer will immediately notify the Purchaser by a
        certification, which certification shall include a statement to the effect
        that
        all amounts received or to be received in connection with such payment which
        are
        required to be deposited in the Custodial Account pursuant to Section 4.04
        have
        been or will be so deposited, of a Servicing Officer and shall request delivery
        to it of the portion of the Mortgage File held by the Purchaser. The Purchaser
        shall no later than five (5) Business Days after receipt of such certification
        and request, release or cause to be released to the Servicer, the related
        Mortgage Loan Documents and, upon its receipt of such documents, the Servicer
        shall promptly prepare and deliver to the Purchaser the requisite satisfaction
        or release. No later than five (5) Business Days following its receipt of
        such
        satisfaction or release, the Purchaser shall deliver, or cause to be delivered,
        to the Servicer the release or satisfaction properly executed by the owner
        of
        record of the applicable mortgage or its duly appointed attorney in fact.
        No
        expense incurred in connection with any instrument of satisfaction or deed
        of
        reconveyance shall be chargeable to the Custodial Account.

      


      In
        the
        event the Servicer satisfies or releases a Mortgage without having obtained
        payment in full of the indebtedness secured by the Mortgage or should it
        otherwise prejudice any right the Purchaser may have under the mortgage
        instruments, the Servicer, upon written demand, shall remit within two (2)
        Business Days to the Purchaser the then outstanding principal balance of
        the
        related Mortgage Loan by deposit thereof in the Custodial Account. The Servicer
        shall maintain the Fidelity Bond and errors and omissions insurance insuring
        the
        Servicer against any loss it may sustain with respect to any Mortgage Loan
        not
        satisfied in accordance with the procedures set forth herein.

      


      From
        time
        to time and as appropriate for the servicing or foreclosure of the Mortgage
        Loan, including for the purpose of collection under any Primary Mortgage
        Insurance Policy, the Purchaser shall, upon request of the Servicer and delivery
        to the Purchaser of a servicing receipt signed by a Servicing Officer, release
        the portion of the Mortgage File held by the Purchaser to the Servicer. Such
        servicing receipt shall obligate the Servicer to return the related Mortgage
        documents to the Purchaser when the need therefor by the Servicer no longer
        exists, unless the Mortgage Loan has been liquidated and the Liquidation
        Proceeds relating to the Mortgage Loan have been deposited in the Custodial
        Account or the Mortgage File or such document has been delivered to an attorney,
        or to a public trustee or other public official as required by law, for purposes
        of initiating or pursuing legal action or other proceedings for the foreclosure
        of the Mortgaged Property either judicially or non-judicially, and the Servicer
        has delivered to the Purchaser a certificate of a Servicing Officer certifying
        as to the name and address of the Person to which such Mortgage File or such
        document was delivered and the purpose or purposes of such delivery. Upon
        receipt of a certificate of a Servicing Officer stating that such Mortgage
        Loan
        was liquidated, the servicing receipt shall be released by the Purchaser
        to the
        Servicer.

      


      Section
        6.03 Servicing
        Compensation.

      


      As
        compensation for its services hereunder, the Servicer shall be entitled to
        withdraw from the Custodial Account (to the extent of interest payments
        collected on the Mortgage Loans) or to retain from interest payments collected
        on the Mortgage Loans, the amounts provided for as the Servicer's Servicing
        Fee,
        subject to payment of compensating interest on Principal Prepayments as capped
        by the Servicing Fee pursuant to Section 5.01 (iii). Additional servicing
        compensation in the form of assumption fees, as provided in Section 6.01,
        late
        payment charges and ancillary fees or otherwise shall be retained by the
        Servicer to the extent not required to be deposited in the Custodial Account.
        No
        Servicing Fee shall be payable in connection with partial Monthly Payments.
        The
        Servicer shall be required to pay all expenses incurred by it in connection
        with
        its servicing activities hereunder and shall not be entitled to reimbursement
        therefor except as specifically provided for.

      


      Section
        6.04 Annual
        Statement as to Compliance; Annual Certification.

      


      (a) The
        Servicer will deliver to the Purchaser and any Master Servicer, using
best
        efforts by March 1st,
        but in
        no event later than March 15th of
        each
        calendar year beginning in 2007, an Officer’s Certificate acceptable to the
        Purchaser (an “Annual Statement of Compliance”) stating, as to each signatory
        thereof, that (i) a review of the activities of the Servicer during the
        preceding calendar year and of performance under this Agreement or other
        applicable servicing agreement has been made under such officer’s supervision
        and (ii) to the best of such officer’s knowledge, based on such review, the
        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. Copies of such statement
        shall be provided by the Servicer to the Purchaser upon request and by the
        Purchaser to any Person identified as a prospective purchaser of the Mortgage
        Loans. In the event that the Servicer has delegated any servicing
        responsibilities with respect to the Mortgage Loans to a Subservicer, the
        Servicer shall deliver an Annual Statement of Compliance of the Subservicer
        as
        described above as to each Subservicer as and when required with respect
        to the
        Servicer.

      


      (b) With
        respect to any Mortgage Loans that are the subject of a Securitization
        Transaction, using best efforts by March 1st,
        but in
        no event later than March 15th
        of each
        calendar year beginning in 2007, an officer of the Servicer shall execute
        and
        deliver an officer’s certificate (an “Annual Certification”) to the Purchaser,
        any Master Servicer and any related Depositor for the benefit of each such
        entity and such entity’s affiliates and the officers, directors and agents of
        any such entity and such entity’s affiliates, in the form attached hereto as
Exhibit
        L.
        In the
        event that the Servicer has delegated any servicing responsibilities with
        respect to the Mortgage Loans to a Subservicer, the Servicer shall deliver
        an
        Annual Certification of the Subservicer as described above as to each
        Subservicer as and when required with respect to the Servicer.

      


      Failure
        of the Servicer to timely comply with this Section 6.04 (including with respect
        to the cure timeframes required in this section) shall be deemed an Event
        of
        Default, automatically, without notice and without any cure period, and
        Purchaser may, in addition to whatever rights the Purchaser may have under
        Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive
        relief and specific performance, terminate all the rights and obligations
        of the
        Servicer under this Agreement and in and to the Mortgage Loans and the proceeds
        thereof without compensating the Servicer for the same, as provided in Section
        9.01. Such termination shall be considered with cause pursuant to Section
        10.01
        of this Agreement. This paragraph shall supercede any other provision in
        this
        Agreement or any other agreement to the contrary.

      


      Section
        6.05 [Reserved]

      


      Section
        6.06 Purchaser's
        Right to Examine Compnay and the Servicer Records.

      


      The
        Purchaser shall have the right to examine and audit upon reasonable notice
        to
        the Company or the Servicer, as applicable, during business hours or at such
        other times as might be reasonable under applicable circumstances, any and
        all
        of the books, records, documentation or other information of the Company
        or the
        Servicer, as applicable, or held by another for the Company or the Servicer
        or
        on their behalf or otherwise, which relates to the performance or observance
        by
        the Company or the Servicer, as applicable, of the terms, covenants or
        conditions of this Agreement.

      


      The
        Company and the Servicer shall provide to the Purchaser and any supervisory
        agents or examiners representing a state or federal governmental agency having
        jurisdiction over the Purchaser, including but not limited to OTS, FDIC and
        other similar entities, access to any documentation regarding the Mortgage
        Loans
        in the possession of the Company or the Servicer which may be required by
        any
        applicable regulations. Such access shall be afforded without charge, upon
        reasonable request, during normal business hours and at the offices of the
        Company or the Servicer, as applicable, and in accordance with the FDIC,
        OTS, or
        any other similar federal or state regulations, as applicable.

      


      Section
        6.07 Assessment
        of Compliance with Servicing Criteria.

      


      On
        and
        after January 1, 2006, the Servicer shall service and administer, and shall
        cause each subservicer to servicer or administer, the Mortgage Loans in
        accordance with all applicable requirements of the Servicing
        Criteria.

      


      With
        respect to any Mortgage Loans that are the subject of a Securitization
        Transaction, the Servicer shall deliver to the Purchaser or its designee,
        any
        Master Servicer and any Depositor, using best efforts by March 1st,
        but in
        no event later than March 15th
        of each
        calendar year beginning in 2007, a report (an “Assessment of Compliance”)
        reasonably satisfactory to the Purchaser, any Master Servicer and any Depositor
        regarding the Servicer’s assessment of compliance with the Servicing Criteria
        during the preceding calendar year as required by Rules 13a-18 and 15d-18
        of the
        Exchange Act and Item 1122 of Regulation AB or as otherwise required by the
        Master Servicer, which as of the date hereof, require a report by an authorized
        officer of the Servicer that contains the following:

      


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

      


      (b) A
        statement by such officer that such officer used the Servicing Criteria to
        assess compliance with the Servicing Criteria applicable to the
        Servicer;

      


      (c) An
        assessment by such officer of the 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 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 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 Servicer, which statement shall be based on the activities it performs
        with
        respect to asset-backed securities transactions taken as a whole involving
        the
        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 a
        certification substantially in the form of Exhibit
        O
        hereto
        delivered to the Servicer concurrently with the execution of this
        Agreement.

      


      With
        respect to any Mortgage Loans that are the subject of a Securitization
        Transaction, using best efforts by March 1st,
        but in
        no event later than March 15th
        of each
        calendar year beginning in 2007, the Servicer shall furnish to the Purchaser
        or
        its designee, any Master Servicer and any Depositor a report (an “Attestation
        Report”) by a registered public accounting firm that attests to, and reports on,
        the Assessment of Compliance made by the Servicer, as required by Rules 13a-18
        and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB or as otherwise
        required by the Master Servicer, which Attestation Report must be made in
        accordance with standards for attestation reports issued or adopted by the
        Public Servicer Accounting Oversight Board. 

      


      The
        Servicer shall cause each Subservicer, and each Subcontractor determined
        by the
        Servicer pursuant to Section 11.20 to be “participating in the servicing
        function” within the meaning of Item 1122 of Regulation AB, to deliver to the
        Purchaser, any Master Servicer and any Depositor an assessment of compliance
        and
        accountants’ attestation as and when provided in Sections 6.07.

      


      Failure
        of the Servicer to timely comply with this Section 6.07 shall be deemed an
        Event
        of Default, automatically, without notice and without any cure period, unless
        otherwise agreed to by the Purchaser as described herein, and Purchaser may,
        in
        addition to whatever rights the Purchaser may have under Sections 3.03 and
        8.01
        and at law or equity or to damages, including injunctive relief and specific
        performance, terminate all the rights and obligations of the Servicer under
        this
        Agreement and in and to the Mortgage Loans and the proceeds thereof without
        compensating the Servicer for the same, as provided in Section 9.01. Such
        termination shall be considered with cause pursuant to Section 10.01 of this
        Agreement. This paragraph shall supercede any other provision in this Agreement
        or any other agreement to the contrary.

      


      Section
        6.08 Intent
        of the Parties; Reasonableness.

      


      The
        Purchaser, the Company and the Servicer acknowledge and agree that a purpose
        of
        Sections 3.01(p), 5.02, 6.04, 6.07 and 11.18 of this Agreement is to facilitate
        compliance by the Purchaser and any Depositor with the provisions of Regulation
        AB and related rules and regulations of the Commission. None of the Purchaser,
        any Master Servicer or any Depositor shall exercise its right to request
        delivery of information or other performance under these provisions other
        than
        in good faith, or for purposes other than compliance with the Securities
        Act,
        the Exchange Act and the rules and regulations of the Commission thereunder.
        The
        Company and the Servicer acknowledge that interpretations of the requirements
        of
        Regulation AB may change over time, whether due to interpretive guidance
        provided by the Commission or its staff, consensus among participants in
        the
        asset-backed securities markets, advice of counsel, or otherwise, and agrees
        to
        comply with requests made by the Purchaser or any Depositor in good faith
        for
        delivery of information under these provisions on the basis of evolving
        interpretations of Regulation AB. In connection with any Securitization
        Transaction, the Company shall cooperate fully with the Purchaser to deliver
        to
        the Purchaser (including any of its assignees or designees) and any Depositor,
        any and all statements, reports, certifications, records and any other
        information necessary in the good faith determination of the Purchaser or
        any
        Depositor to permit the Purchaser or such Depositor to comply with the
        provisions of Regulation AB, together with such disclosures relating to the
        Company, the Servicer, any Subservicer, any Third-Party Originator and the
        Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed
        by
        the Purchaser or any Depositor to be necessary in order to effect such
        compliance.

      


      ARTICLE
        VII

      


      REPORTS
        TO BE PREPARED BY COMPANY AND SERVICER

      


      Section
        7.01 Company
        and Servicer Shall Provide Information as Reasonably Required.

      


      The
        Company and the Servicer shall furnish to the Purchaser during the term of
        this
        Agreement, such periodic, special or other reports, information or
        documentation, whether or not provided for herein, as shall be necessary,
        reasonable or appropriate in respect to the Purchaser, or otherwise in respect
        to the Mortgage Loans and the performance of the Company and the Servicer,
        as
        applicable, under this Agreement, including any reports, information or
        documentation reasonably required to comply with any regulations regarding
        any
        supervisory agents or examiners of the Purchaser all such reports or information
        to be as provided by and in accordance with such applicable instructions
        and
        directions as the Purchaser may reasonably request in relation to this Agreement
        or the performance of the Company and the Servicer, as applicable, under
        this
        Agreement. The Company and the Servicer agree to execute and deliver all
        such
        instruments and take all such action as the Purchaser, from time to time,
        may
        reasonably request in order to effectuate the purpose and to carry out the
        terms
        of this Agreement.

      


      In
        connection with marketing the Mortgage Loans, the Purchaser may make available
        to a prospective purchaser audited financial statements of the Company and
        the
        Servicer for the most recently completed two (2) fiscal years for which such
        statements are available, as well as a Consolidated Statement of Condition
        at
        the end of the last two (2) fiscal years covered by any Consolidated Statement
        of Operations. If it has not already done so, the Company and the Servicer
        shall
        furnish promptly to the Purchaser or a prospective purchaser copies of the
        statements specified above.

      


      The
        Servicer shall make reasonably available to the Purchaser or any prospective
        Purchaser a knowledgeable financial or accounting officer for the purpose
        of
        answering questions and to permit any prospective purchaser to inspect the
        Servicer’s servicing facilities for the purpose of satisfying such prospective
        purchaser that the Servicer has the ability to service the Mortgage Loans
        as
        provided in this Agreement.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      ARTICLE
        VIII

      


      THE
        COMPANY AND THE SERVICER

      


      Section
        8.01 Indemnification;
        Third Party Claims.

      


      (a)
         The
        Company agrees to indemnify the Purchaser and hold it harmless 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
        Purchaser may sustain in any way related to the failure of the Company to
        observe and perform its duties, obligations, covenants, and agreements in
        strict
        compliance with the terms of this Agreement. The Company agrees to indemnify
        the
        Purchaser and hold it harmless 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 Purchaser may sustain in any way
        from
        any claim, demand, defense or assertion based on or grounded upon, or resulting
        from any assertion based on, grounded upon or resulting from a breach or
        alleged
        breach of any of its representation or warranty set forth in Sections 3.01
        or
        3.02 of this Agreement. The Company shall immediately notify the Purchaser
        if a
        claim is made by a third party against Company with respect to this Agreement
        or
        the Mortgage Loans, assume (with the consent of the Purchaser) the defense
        of
        any such claim and pay all expenses in connection therewith, including counsel
        fees, whether or not such claim is settled prior to judgment, and promptly
        pay,
        discharge and satisfy any judgment or decree which may be entered against
        it or
        the Purchaser in respect of such claim. The Company shall follow any written
        instructions received from the Purchaser in connection with such claim. The
        Purchaser shall promptly reimburse the Company for all amounts advanced by
        it
        pursuant to the two preceding sentences except when the claim relates to
        its
        breach of representation or warranty set forth in Sections 3.01 or 3.02,
        or the
        negligence, bad faith or willful misconduct of Company. The provisions of
        this
        Section 8.01(a) shall survive termination of this Agreement.

      


      (b) The
        Servicer agrees to indemnify the Purchaser and hold it harmless 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
        Purchaser may sustain in any way related to the failure of the Servicer to
        observe and perform its duties, obligations, covenants, and agreements to
        service the Mortgage Loans in strict compliance with the terms of this
        Agreement. The Servicer agrees to indemnify the Purchaser and hold it harmless
        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 Purchaser may sustain in any way from any claim, demand, defense
        or
        assertion based on or grounded upon, or resulting from any assertion based
        on,
        grounded upon or resulting from a breach or alleged breach of any of its
        representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement.
        The Servicer shall immediately notify the Purchaser if a claim is made by
        a
        third party against Servicer with respect to this Agreement or the Mortgage
        Loans, assume (with the consent of the Purchaser) the defense of any such
        claim
        and pay all expenses in connection therewith, including counsel fees, whether
        or
        not such claim is settled prior to judgment, and promptly pay, discharge
        and
        satisfy any judgment or decree which may be entered against it or the Purchaser
        in respect of such claim. The Servicer shall follow any written instructions
        received from the Purchaser in connection with such claim. The Purchaser
        shall
        promptly reimburse the Servicer for all amounts advanced by it pursuant to
        the
        two preceding sentences except when the claim relates to the failure of the
        Servicer to service and administer the Mortgages in strict compliance with
        the
        terms of this Agreement, its breach of representation or warranty set forth
        in
        Sections 3.01 or 3.02, or the negligence, bad faith or willful misconduct
        of
        Servicer. The provisions of this Section 8.01(b) shall survive termination
        of
        this Agreement.

      


      Section
        8.02 Merger
        or Consolidation of the Company and the Servicer

      


      The
        Company and the Servicer will each keep in full effect its respective existence,
        rights and franchises as a corporation under the laws of the state of its
        incorporation except as permitted herein, 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, or any of the Mortgage Loans and to perform
        its duties under this Agreement.

      


      Any
        Person into which the Company may be merged or consolidated, or any corporation
        resulting from any merger, conversion or consolidation to which the Company
        shall be a party, or any Person succeeding to the business of the Company
        whether or not related to loan servicing, shall be the successor of the Company
        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.

      


      Any
        Person into which the Servicer may be merged or consolidated, or any corporation
        resulting from any merger, conversion or consolidation to which the Servicer
        shall be a party, or any Person succeeding to the business of the Servicer
        whether or not related to loan servicing, shall be the successor of the Servicer
        hereunder, without the execution or filing of any paper or any further act
        on
        the part of any of the parties hereto, anything herein to the contrary
        notwithstanding; provided, however, that the successor or surviving Person
        shall
        be an institution (i) having a GAAP net worth of not less than $25,000,000,
        (ii)
        the deposits of which are insured by the FDIC, SAIF and/or BIF, and which
        is a
        HUD-approved mortgagee whose primary business is in servicing of first lien
        mortgage loans, and (iii) who is a Fannie Mae or FHLMC approved servicer
        in good
        standing.

       

      Section
        8.03 Limitation
        on Liability of the Company and Others.

      


      Neither
        the Company nor any of the officers, employees or agents of the Company shall
        be
        under any liability to the Purchaser for any action taken or for refraining
        from
        the taking of any action in good faith pursuant to this Agreement, or for
        errors
        in judgment made in good faith; provided, however, that this provision shall
        not
        protect the Company or any such person against any breach of warranties or
        representations made herein, or failure to perform its obligations in strict
        compliance with any standard of care set forth in this Agreement, or any
        liability which would otherwise be imposed by reason of negligence, bad faith
        or
        willful misconduct, or any breach of the terms and conditions of this Agreement.
        The Company and any officer, employee or agent of the Company may rely in
        good
        faith on any document of any kind prima facie properly executed and submitted
        by
        the Purchaser respecting any matters arising hereunder. The Company shall
        not be
        under any obligation to appear in, prosecute or defend any legal action which
        is
        not incidental to its duties to service the Mortgage Loans in accordance
        with
        this Agreement and which in its reasonable opinion may involve it in any
        expenses or liability; provided, however, that the Company may, with the
        consent
        of the Purchaser, undertake any such action which it may deem necessary or
        desirable in respect to this Agreement and the rights and duties of the parties
        hereto. In such event, the reasonable legal expenses and costs of such action
        and any liability resulting therefrom shall be expenses, costs and liabilities
        for which the Purchaser will be liable, and the Company shall be entitled
        to be
        reimbursed therefor from the Purchaser upon written demand.

      


      Section
        8.04 Company
        and Servicer Not to Assign or Resign.

      


      The
        Company shall not assign this Agreement or resign from the obligations and
        duties hereby imposed on it except by mutual consent of the Company and the
        Purchaser or upon the determination that its duties hereunder are no longer
        permissible under applicable law and such incapacity cannot be cured by the
        Company. Any such determination permitting the resignation of the Company
        shall
        be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser
        which Opinion of Counsel shall be in form and substance reasonably acceptable
        to
        the Purchaser.

      


      The
        Servicer shall not assign this Agreement or resign from the obligations and
        duties hereby imposed on it except by mutual consent of the Servicer and
        the
        Purchaser or upon the determination that its duties hereunder are no longer
        permissible under applicable law and such incapacity cannot be cured by the
        Servicer. Any such determination permitting the resignation of the Servicer
        shall be evidenced by an Opinion of Counsel to such effect delivered to the
        Purchaser which Opinion of Counsel shall be in form and substance reasonably
        acceptable to the Purchaser. No such resignation shall become effective until
        a
        successor shall have assumed the Servicer's responsibilities and obligations
        hereunder in the manner provided in Section 11.01.

      


      Section
        8.05 No
        Transfer of Servicing.

      


      With
        respect to the retention of the Servicer to service the Mortgage Loans
        hereunder, the Servicer acknowledges that the Purchaser has acted in reliance
        upon the Servicer's independent status, the adequacy of its servicing
        facilities, plan, personnel, records and procedures, its integrity, reputation
        and financial standing and the continuance thereof. Without in any way limiting
        the generality of this Section, the Servicer shall not either assign this
        Agreement or the servicing hereunder or delegate its rights or duties hereunder
        or any portion thereof, or sell or otherwise dispose of all or substantially
        all
        of its property or assets, without the prior written approval of the Purchaser,
        which consent shall be granted or withheld in the Purchaser's sole reasonable
        discretion.

      


      Without
        in any way limiting the generality of this Section 8.05, in the event that
        the
        Servicer either shall assign this Agreement or the servicing responsibilities
        hereunder or delegate its duties hereunder or any portion thereof without
        (i)
        satisfying the requirements set forth herein or (ii) the prior written consent
        of the Purchaser, then the Purchaser shall have the right to terminate this
        Agreement, without any payment of any penalty or damages and without any
        liability whatsoever to the Servicer (other than with respect to accrued
        but
        unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third
        party. 

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      ARTICLE
        IX

      


      DEFAULT

      


      Section
        9.01 Events
        of Default.

      


      In
        case
        one or more of the following Events of Default by the Company or the Servicer
        shall occur and be continuing, that is to say:

      


      (i)
        any
        failure by the Servicer to remit to the Purchaser any payment required to
        be
        made under the terms of this Agreement which continues unremedied for a period
        of one (1) Business Day after notice; or

      


      (ii)
        failure on the part of the Company or the Servicer, as applicable, duly to
        observe or perform in any material respect any other of the covenants or
        agreements on the part of the Company or the Servicer, as applicable, set
        forth
        in this Agreement which continues unremedied for a period of thirty (30)
        days
        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 Purchaser; 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, marshalling of assets and
        liabilities or similar proceedings, or for the winding-up or liquidation
        of its
        affairs, shall have been entered against the Company or the Servicer and
        such
        decree or order shall have remained in force undischarged or unstayed for
        a
        period of sixty days; or

      


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

      


      (v)
        the
        Company or the Servicer shall admit in writing its inability to pay its
        respective 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)
        Company ceases to be approved by either Fannie Mae or FHLMC as a mortgage
        loan
        seller for more than thirty days, or the Servicer ceases to be approved by
        either Fannie Mae or FHLMC as a mortgage loan servicer for more than thirty
        days; or

      


      (vii)
        the
        Servicer attempts to assign its right to servicing compensation hereunder
        or the
        Servicer attempts, without the consent of the Purchaser, 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; or

      


      (viii)
        (a) the Servicer ceases to be licensed to service first lien residential
        mortgage loans in any jurisdiction in which a Mortgaged Property is located
        and
        such licensing is required, or (b) either the Servicer or the Company cease
        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 or the Servicer's ability to perform its
        obligations hereunder; or

      


      (ix)
        the
        Servicer fails to meet the eligibility criteria set forth in the last sentence
        of Section 8.02.

      


      Then,
        and
        in each and every such case, so long as an Event of Default shall not have
        been
        remedied, the Purchaser, by notice in writing to the Company or the Servicer,
        as
        applicable (except in the case of an Event of Default under clauses (iii),
        (iv)
        or (v) above, or as otherwise stated herein, in which case, automatically
        and
        without notice) may, in addition to whatever rights the Purchaser may have
        under
        Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive
        relief and specific performance, terminate all the rights and obligations
        of the
        Company or the Servicer, as applicable (and if the Servicer is servicing
        any of
        the Mortgage Loans in a Securitization Transaction, appoint a successor servicer
        reasonably acceptable to any Master Servicer for such Securitization
        Transaction) under this Agreement and in and to the Mortgage Loans and the
        proceeds thereof without compensating the Company and the Servicer for the
        same.
        On or
        after the receipt by the Company or Servicer of such written notice (or,
        in the
        case of an Event of Default under clauses (iii), (iv) or (v) above, in which
        case, automatically and without notice), all authority and power of the Company
        or the Servicer, as applicable, under this Agreement, whether with respect
        to
        the Mortgage Loans or otherwise, shall pass to and be vested in the successor
        appointed pursuant to Section 11.01. Upon written request from the Purchaser,
        the Servicer shall prepare, execute and deliver, any and all documents and
        other
        instruments, place in such successor's possession all Mortgage Files, 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 Mortgage Loans and related documents, or
        otherwise, at the Servicer's sole expense. The Servicer agrees to cooperate
        with
        the Purchaser and such successor in effecting the termination of the Servicer'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 Servicer to the Custodial Account or
        Escrow
        Account or thereafter received with respect to the Mortgage Loans or any
        REO
        Property.

      


      The
        Servicer shall promptly reimburse the Purchaser (or any designee of the
        Purchaser, such as a master servicer) and any Depositor, as applicable, for
        all
        reasonable expenses incurred by the Purchaser (or such designee) or such
        Depositor, as such are incurred, in connection with the termination of the
        Servicer as servicer and the transfer of servicing of the Mortgage Loans
        to a
        successor servicer. The provisions of this paragraph shall not limit whatever
        rights the Purchaser or any Depositor may have under other provisions of
        this
        Agreement and/or any applicable Reconstitution Agreement or otherwise, whether
        in equity or at law, such as an action for damages, specific performance
        or
        injunctive relief.

       

      Section
        9.02 Waiver
        of Defaults.

      


      The
        Purchaser may waive only by written notice any default by the Company or
        the
        Servicer in the performance of its obligations hereunder and its consequences.
        Upon any such waiver of a past default, such default shall cease to exist,
        and
        any Event of Default arising therefrom shall be deemed to have been remedied
        for
        every purpose of this 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.

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        X

      


      TERMINATION

      


      Section
        10.01 Termination.

       

      The
        respective obligations and responsibilities of the Company and the Servicer
        shall terminate upon: (i) the later of the final payment or other liquidation
        (or any advance with respect thereto) of the last Mortgage Loan and the
        disposition of all remaining REO Property and the remittance of all funds
        due
        hereunder; or (ii) by mutual consent of the Company, the Servicer and the
        Purchaser in writing; or (iii) termination with cause under the terms of
        this
        Agreement. Termination of the Agreement pursuant to Section 10.01 (iii) shall
        void Purchaser’s obligation to purchase Mortgage Loans for which Purchaser has
        issued a Confirmation, commitment confirmation or a substantially similar
        commitment to purchase Mortgage Loans.

       

      Section
        10.02 [Reserved]

      


      Section
        10.03 Survival.

       

      Termination
        of this Agreement under Section 10.01 shall not affect any of the Company’s or
        the Servicer’s obligations regarding repurchase, indemnification or otherwise,
        all of which shall survive such termination and remain in full force and
        effect.

      


       

      ARTICLE
        XI

      


      MISCELLANEOUS
        PROVISIONS

      


      Section
        11.01 Successor
        to the Servicer.

      


      Prior
        to
        termination of Servicer's responsibilities and duties under this Agreement
        pursuant to Sections 4.13, 8.04, 9.01, 10.01 (ii) or (iii), the Purchaser
        shall
        (i) succeed to and assume all of the Servicer's responsibilities, rights,
        duties
        and obligations relating to servicing under this Agreement, or (ii) appoint
        a
        successor having the characteristics set forth in Section 8.02 hereof and
        which
        shall succeed to all rights and assume all of the responsibilities, duties
        and
        liabilities of the Servicer under this Agreement prior to the termination
        of
        Servicer's responsibilities, duties and liabilities under this Agreement.
        In
        connection with such appointment and assumption, the Purchaser may make such
        arrangements for the compensation of such successor out of payments on Mortgage
        Loans as the Purchaser and such successor shall agree. In the event that
        the
        Servicer's duties, responsibilities and liabilities under this Agreement
        should
        be terminated pursuant to the aforementioned Sections, the Servicer shall
        discharge such duties and responsibilities during the period from the date
        it
        acquires knowledge of such termination until the effective date thereof with
        the
        same degree of diligence and prudence which it is obligated to exercise under
        this Agreement, and shall take no action whatsoever that might impair or
        prejudice the rights or financial condition of its successor. The resignation
        or
        removal of Servicer pursuant to the aforementioned Sections shall not become
        effective until a successor shall be appointed pursuant to this Section and
        shall in no event relieve the Company or the Servicer of the representations
        and
        warranties made pursuant to Sections 3.01, 3.02 and 3.03 and the remedies
        available to the Purchaser thereunder and under Section 8.01, it being
        understood and agreed that the provisions of such Sections 3.01, 3.02, 3.03
        and
        8.01 shall be applicable to the Company and the Servicer notwithstanding
        any
        such resignation or termination of the Servicer, or the termination of this
        Agreement.

      


      Any
        successor appointed as provided herein shall execute, acknowledge and deliver
        to
        the Servicer and to the Purchaser an instrument accepting such appointment,
        whereupon such successor shall become fully vested with all the rights, powers,
        duties, responsibilities, obligations and liabilities of the Servicer, with
        like
        effect as if originally named as a party to this Agreement. Any termination
        or
        resignation of the Servicer or this Agreement pursuant to Section 4.13, 8.04,
        9.01 or 10.01 shall not affect any claims that the Purchaser may have against
        the Servicer arising prior to any such termination or resignation.

      


      The
        Servicer shall promptly deliver to the successor the funds in the Custodial
        Account and the Escrow Account and the Mortgage Files and related documents
        and
        statements held by it hereunder and the Servicer shall account for all funds.
        The Servicer shall execute and deliver such instruments and do such other
        things
        all as may reasonably be required to more fully and definitely vest and confirm
        in the successor all such rights, powers, duties, responsibilities, obligations
        and liabilities of the Servicer. The successor shall make arrangements as
        it may
        deem appropriate to reimburse the Servicer for unrecovered Servicing Advances
        which the successor retains hereunder and which would otherwise have been
        recovered by the Servicer pursuant to this Agreement but for the appointment
        of
        the successor servicer.

      


      Upon
        a
        successor's acceptance of appointment as such, the Servicer shall notify
        by mail
        the Purchaser of such appointment.

      


      Section
        11.02 Amendment.

      


      This
        Agreement may be amended from time to time by the Company, the Servicer and
        the
        Purchaser by written agreement signed by the Company, the Servicer and the
        Purchaser.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      Section
        11.03 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 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 Servicer at the Servicer's
        expense on direction of the Purchaser accompanied by an opinion of counsel
        to
        the effect that such recordation materially and beneficially affects the
        interest of the Purchaser or is necessary for the administration or servicing
        of
        the Mortgage Loans.

      


      Section
        11.04 Governing
        Law.

      


      This
        Agreement and the related Term Sheet shall be governed by and construed in
        accordance with the laws of the State of New York (without giving effect
        to its
        choice of law rules and principles) except to the extent preempted by Federal
        law. The obligations, rights and remedies of the parties hereunder shall
        be
        determined in accordance with such laws.

      


      Section
        11.05 Notices.

      


      Any
        demands, notices or other communications permitted or required hereunder
        shall
        be in writing and shall be deemed conclusively to have been given if personally
        delivered at or mailed by registered mail, postage prepaid, and return receipt
        requested or certified mail, return receipt requested, or transmitted by
        telex,
        telegraph or telecopier and confirmed by a similar mailed writing, as
        follows:

      


      (i)
         if
        to the
        Purchaser:

       

      EMC
        Mortgage Corporation 

      Mac
        Arthur Ridge II, 

      909
        Hidden Ridge Drive, Suite 200

      Irving,
        Texas 75038

      Attention:
        Ms. Ralene Ruyle

      Telecopier
        No.: (972) 444-2810

      


      With
        a
        copy to:

      


      Bear
        Stearns Mortgage Capital Corporation

      383
        Madison Avenue

      New
        York,
        New York 10179

      Attention:
        Mary Haggerty

      


      
        	 	
                (ii)

              	
                if
                  to the Servicer:

              


      

      


      David
        Friedman

      American
        Home Mortgage Servicing, Inc.

      4600
        Regent Boulevard, Suite 200

      Irving,
        Texas 75063

      


      With
        a
        copy to:

      


      Alan
        Horn, General Counsel

      American
        Home Mortgage Corp.

      538
        Broadhollow Road

      Melville,
        New York 11747

      Telecopier
        No. (800) 209-7276

      


      
        	 	
                (iii)

              	
                if
                  to the Company:

              


      

      


      Robert
        F.
        Johnson, Jr.

      American
        Home Mortgage Corp.

      538
        Broadhollow Road

      Melville,
        New York 11747

      Telecopier
        No. (866) 822-3288

      


      With
        a
        copy to:

      


      Alan
        Horn, General Counsel

      American
        Home Mortgage Corp.

      538
        Broadhollow Road

      Melville,
        New York 11747

      Telecopier
        No. (800) 209-7276

      


      or
        such
        other address as may hereafter be furnished to the other party by like notice.
        Any such demand, notice or communication hereunder shall be deemed to have
        been
        received on the date delivered to or 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).

      


      Section
        11.06 Severability
        of Provisions.

      


      Any
        part,
        provision, representation or warranty of this Agreement and the related Term
        Sheet which is prohibited or which is held to be void or unenforceable shall
        be
        ineffective to the extent of such prohibition or unenforceability without
        invalidating the remaining provisions hereof. Any part, provision,
        representation or warranty of this Agreement which is prohibited or
        unenforceable or is held to be void or unenforceable in any jurisdiction
        shall
        be ineffective, as to such jurisdiction, to the extent of such prohibition
        or
        unenforceability without invalidating the remaining provisions hereof, and
        any
        such prohibition or unenforceability in any jurisdiction as to any Mortgage
        Loan
        shall not invalidate or render unenforceable such provision in any other
        jurisdiction. To the extent permitted by applicable law, the parties hereto
        waive any provision of law that prohibits or renders void or unenforceable
        any
        provision hereof. If the invalidity of any part, provision, representation
        or
        warranty of this Agreement shall deprive any party of the economic benefit
        intended to be conferred by this Agreement, the parties shall negotiate,
        in good
        faith, to develop a structure the economic effect of which is nearly as possible
        the same as the economic effect of this Agreement without regard to such
        invalidity.

      


      Section
        11.07 Exhibits.

      


      The
        exhibits to this Agreement are hereby incorporated and made a part hereof
        and
        are an integral part of this Agreement.

      


      Section
        11.08 General
        Interpretive Principles.

      


      For
        purposes of this Agreement, except as otherwise expressly provided or unless
        the
        context otherwise requires:

      


      (i)
         the
        terms
        defined in this Agreement have the meanings assigned to them in this Agreement
        and include the plural as well as the singular, and the use of any gender
        herein
        shall be deemed to include the other gender;

      


      (ii)
         accounting
        terms not otherwise defined herein have the meanings assigned to them in
        accordance with generally accepted accounting principles;

       

      (iii)
         references
        herein to "Articles", "Sections", Subsections", "Paragraphs", and other
        subdivisions without reference to a document are to designated Articles,
        Sections, Subsections, Paragraphs and other subdivisions of this
        Agreement;

      


      (iv)
         a
        reference to a Subsection without further reference to a Section is a reference
        to such Subsection as contained in the same Section in which the reference
        appears, and this rule shall also apply to Paragraphs and other
        subdivisions;

      


      (v)
         the
        words
        "herein", "hereof ", "hereunder" and other words of similar import refer
        to this
        Agreement as a whole and not to any particular provision; 

      


      (vi)
         the
        term
        "include" or "including" shall mean without limitation by reason of enumeration;
        and

      


      (viii)
         headings
        of the Articles and Sections in this Agreement are for reference purposes
        only
        and shall not be deemed to have any substantive effect.

      


      Section
        11.09 Reproduction
        of Documents.

      


      This
        Agreement and all documents relating thereto, including, without limitation,
        (i)
        consents, waivers and modifications which may hereafter be executed, (ii)
        documents received by any party at the closing, and (iii) financial statements,
        certificates and other information previously or hereafter furnished, may
        be
        reproduced by any photographic, photostatic, microfilm, micro-card, miniature
        photographic or other similar process. The parties agree that any such
        reproduction shall be admissible in evidence as the original itself in any
        judicial or administrative proceeding, whether or not the original is in
        existence and whether or not such reproduction was made by a party hereto
        in the
        regular course of business, and that any enlargement, facsimile or further
        reproduction of such reproduction shall likewise be admissible in
        evidence.

      


      Section
        11.10 Confidentiality
        of Information.

      


      Each
        party recognizes that, in connection with this Agreement, it may become privy
        to
        non-public information regarding the financial condition, operations and
        prospects of the other party. Each party agrees to keep all non-public
        information regarding the other party strictly confidential, and to use all
        such
        information solely in order to effectuate the purpose of the Agreement, provided
        that each party may provide confidential information to (i) its employees,
        agents and affiliates who have a need to know such information in order to
        effectuate the transaction, (ii) a regulatory authority with supervisory
        power
        over Purchaser, the Servicer or the Company, or (iii) to any Person that
        the
        disclosing party reasonably believes to be necessary relating to the enforcement
        of such party’s rights hereunder, provided in all cases that such information is
        identified as confidential non-public information.

      


      Notwithstanding
        other provisions of this Section 11.10 or any other express or implied
        agreement, arrangement, or understanding to the contrary, the Company, the
        Servicer and Purchaser (the “Parties”) agree that the Parties (and their
        employees, representatives and other agents) may disclose to any and all
        persons, without limitation of any kind from the commencement of discussions,
        the purported or claimed U.S. federal income tax treatment of the purchase
        of
        the Mortgage Loans and related transactions covered by this letter agreement
        (“tax treatment”) and any fact that may be relevant to understanding the tax
        treatment (“tax structure”) and all materials of any kind (including opinions or
        other tax analyses) that are provided to the Parties relating to such tax
        treatment and tax structure, except where confidentiality is reasonably
        necessary to comply with securities laws.

      


      The
        Company and the Servicer each agree that the Company and Servicer, as
        applicable, (i) shall comply with any applicable laws and regulations regarding
        the privacy and security of Consumer Information including, but not limited
        to
        the Gramm-Leach-Bliley
        Act, Title V, Subtitle A, 15 U.S.C. § 6801 et seq.,
        (ii)
        shall not use Consumer Information in any manner inconsistent with any
        applicable laws and regulations regarding the privacy and security of Consumer
        Information, (iii) shall not disclose Consumer Information to third parties
        except at the specific written direction of the Purchaser, (iv) shall maintain
        adequate physical, technical and administrative safeguards to protect Consumer
        Information from unauthorized access as provided by the applicable laws and
        regulations, and (v) shall immediately notify the Purchaser of any actual
        or
        suspected breach of the confidentiality of Consumer Information that would
        have
        a material and adverse effect on the Purchaser.

      The
        Company and the Servicer each agree that the Company and the Servicer, as
        applicable, shall indemnify, defend and hold the Purchaser harmless from
        and
        against any loss, claim or liability the Purchaser may suffer by reason of
        the
        Company's or the Servicer’s, as applicable, failure to perform the obligations
        set forth in this Section 11.10.

      


      


      Section
        11.11 Recordation
        of Assignments of Mortgage.

      


      To
        the
        extent permitted by applicable law, each of the Assignments 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
        Mortgaged Properties are situated, and in any other appropriate public recording
        office or elsewhere, such recordation to be effected by and at the Company’s
        expense in the event recordation is either necessary under applicable law
        or
        requested by the Purchaser at its sole option.

      


      Section
        11.12 Assignment.

      


      The
        Purchaser shall have the right, without the consent of the Company or the
        Servicer, to assign, in whole or in part, its interest under this Agreement
        with
        respect to some or all of the Mortgage Loans, and designate any person to
        exercise any rights of the Purchaser hereunder, by executing an Assignment
        and
        Assumption Agreement substantially in the form of Exhibit D hereto and the
        assignee or designee shall accede to the rights and obligations hereunder
        of the
        Purchaser with respect to such Mortgage Loans. In no event shall Purchaser
        sell
        a partial interest in any Mortgage Loan without the prior written consent
        of
        Company, which consent shall not be unreasonably denied. All references to
        the
        Purchaser in this Agreement shall be deemed to include its assignee or designee.
        The Company shall have the right, only with the consent of the Purchaser
        or
        otherwise in accordance with this Agreement, to assign, in whole or in part,
        its
        interest under this Agreement with respect to some or all of the Mortgage
        Loans.

      


      Section
        11.13 No
        Partnership.

      


      Nothing
        herein contained shall be deemed or construed to create a co-partnership
        or
        joint venture between the parties hereto and the services of the Company
        or the
        Servicer shall be rendered as an independent contractor and not as agent
        for
        Purchaser.

      


      Section
        11.14 Signature
        Pages/Counterparts; Successors and Assigns.
        

      


      This
        Agreement and/or any Term Sheet shall be executed by each party (i) in one
        or
        more fully executed copies, each of which shall constitute a fully executed
        original Agreement, and/or (ii) in counterparts having one or more original
        signatures, and all such counterparts containing the original signatures
        of all
        of the parties hereto taken together shall constitute a fully executed original
        Agreement or Term Sheet, as applicable, and/or (iii) by delivery of one or
        more
        original signed signature pages to the other parties hereto (x) by mail or
        courier, and/or (y) by electronic transmission, including without limitation
        by
        telecopier, facsimile or email of a scanned image (“Electronic Transmission”),
        each of which as received shall constitute for all purposes an executed original
        signature page of such party. The Purchaser may deliver a copy of this Agreement
        and/or any Term Sheet, fully executed as provided herein, to each other party
        hereto by mail and/or courier and/or Electronic Transmission, and such copy
        as
        so delivered shall constitute a fully executed original Agreement or Term
        Sheet,
        as applicable, superseding any prior form of the Agreement or Term Sheet,
        as
        applicable, that differs therefrom in any respect. This Agreement shall inure
        to
        the benefit of and be binding upon the Company and the Purchaser and their
        respective successor and assigns.

       

      Section
        11.15 Entire
        Agreement.

      


      The
        Company acknowledges that no representations, agreements or promises were
        made
        to the Company by the Purchaser or any of its employees other than those
        representations, agreements or promises specifically contained herein and
        in the
        Confirmation. The Confirmation and this Agreement and the related Term Sheet
        sets forth the entire understanding between the parties hereto; provided,
        however, only this Agreement and the related Term Sheet shall be binding
        upon
        all successors of both parties. In the event of any inconsistency between
        the
        Confirmation and this Agreement, this Agreement and the related Term Sheet
        shall
        control.

      


      Section
        11.16. No
        Solicitation.

      


      From
        and
        after the related Closing Date, the Company and the Servicer agree that each
        will not take any action or permit or cause any action to be taken by any
        of its
        agents or affiliates, to personally, by telephone or mail, solicit the borrower
        or obligor under any Mortgage Loan to refinance the Mortgage Loan, in whole
        or
        in part, without the prior written consent of the Purchaser. Notwithstanding
        the
        foregoing, it is understood and agreed that (i) promotions undertaken by
        the
        Company or the Servicer or any affiliate of the Company or the Servicer which
        are directed to the general public at large, or segments thereof, provided
        that
        no segment shall consist primarily of the Mortgage Loans, including, without
        limitation, mass mailing based on commercially acquired mailing lists,
        newspaper, radio and television advertisements and (ii) responses to unsolicited
        requests or inquiries made by a Mortgagor or an agent of a Mortgagor, shall
        not
        constitute solicitation under this Section 11.16. This Section 11.16 shall
        not
        be deemed to preclude the Company or the Servicer or any of their respective
        affiliates from soliciting any Mortgagor for any other financial products
        or
        services. The Company and the Servicer shall each use its best efforts to
        prevent the sale of the name of any Mortgagor to any Person who is not affiliate
        of the Company or the Servicer, as applicable.

      


      Section
        11.17. Closing.

      


      The
        closing for the purchase and sale of the Mortgage Loans shall take place
        on the
        related Closing Date. The closing shall be either: by telephone, confirmed
        by
        letter or wire as the parties shall agree, or conducted in person, at such
        place
        as the parties shall agree.

      


      The
        closing for the Mortgage Loans to be purchased on the related Closing Date
        shall
        be subject to each of the following conditions:

      


      (a) at
        least
        one (1) Business Day prior to the related Closing Date, the Company shall
        deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing
        on
        a loan-level basis of the information contained in the related Mortgage Loan
        Schedule attached to the related Term Sheet;

      


      (b) all
        of
        the representations and warranties of the Company and the Servicer under
        this
        Agreement shall be materially true and correct as of the related Closing
        Date
        and no event shall have occurred which, with notice or the passage of time,
        would constitute a material default under this Agreement;

      


      (c) the
        Purchaser shall have received, or the Purchaser's attorneys shall have received
        in escrow, all documents required pursuant to this Agreement, the related
        Term
        Sheet, an opinion of counsel and an officer's certificate, all in such forms
        as
        are agreed upon and acceptable to the Purchaser, duly executed by all
        signatories other than the Purchaser as required pursuant to the terms
        hereof;

      


      (d) the
        Company and the Servicer shall have each delivered and released to the Purchaser
        (or its designee) on or prior to the related Closing Date all documents required
        pursuant to the terms of this Agreement and the related Term Sheet;
        and

      


      (e) all
        other
        terms and conditions of this Agreement, the related Term Sheet and the
        Confirmation shall have been materially complied with.

      


      Subject
        to the foregoing conditions, the Purchaser shall pay to the Company on the
        related Closing Date the Purchase Price, plus accrued interest pursuant to
        Section 2.02 of this Agreement, by wire transfer of immediately available
        funds
        to the account designated by the Company.

      


      Section
        11.18. Cooperation
        of Company with a Reconstitution.

      


      The
        Company, the Servicer and the Purchaser agree that with respect to some or
        all
        of the Mortgage Loans, on or after the related Closing Date, on one or more
        dates (each a "Reconstitution Date") at the Purchaser's sole option, the
        Purchaser may effect a sale (each, a "Reconstitution") of some or all of
        the
        Mortgage Loans then subject to this Agreement, without recourse,
        to:

      


      (a) one
        or
        more third party purchasers in one or more in whole loan transfers (each,
        a
        "Whole Loan Transfer"); or

      


      (b) one
        or
        more trusts or other entities to be formed as part of one or more Securitization
        Transactions.

      


      The
        Company and the Servicer agree to execute in connection with any agreements
        among the Purchaser, the Company, the Servicer and any servicer in connection
        with a Whole Loan Transfer, an Assignment, Assumption and Recognition Agreement
        substantially in the form of Exhibit
        D
        hereto,
        or, at Purchaser’s request, a seller's warranties and servicing agreement or a
        participation and servicing agreement or similar agreement in form and substance
        reasonably acceptable to the parties, and in connection with a Securitization
        Transaction, a pooling and servicing agreement in form and substance reasonably
        acceptable to the parties, (collectively the agreements referred to herein
        are
        designated, the “Reconstitution Agreements”). It is understood that any such
        Reconstitution Agreements will not contain any greater obligations on the
        part
        of Company or the Servicer than are contained in this Agreement. Notwithstanding
        anything to the contrary in this Section 11.18, the Servicer agrees that
        it is
        required to perform the obligations described in Exhibit
        K
        hereto.

      


      With
        respect to each Whole Loan Transfer and each Securitization Transaction entered
        into by the Purchaser, the Company and the Servicer agree (1) to cooperate
        fully
        with the Purchaser and any prospective purchaser with respect to all reasonable
        requests and due diligence procedures; (2) to execute, deliver and perform
        all
        Reconstitution Agreements required by the Purchaser; (3) to restate the
        representations and warranties set forth in this Agreement as of the settlement
        or closing date in connection with such Reconstitution (each, a "Reconstitution
        Date"). 

      


      In
        addition, the Company and the Servicer shall provide to such servicer or
        issuer,
        as the case may be, and any other participants in such Reconstitution:


      


      (i) any
        and
        all information and appropriate verification of information which may be
        reasonably available to the Company or the Servicer, whether through letters
        of
        its auditors and counsel or otherwise, as the Purchaser or any such other
        participant shall request upon reasonable demand; 

      


      (ii) such
        additional representations, warranties, covenants, opinions of counsel, letters
        from auditors, and certificates of public officials or officers of the Company
        or the Servicer as are reasonably agreed upon by the Company or the Servicer,
        as
        applicable, and the Purchaser or any such other participant;

      


      (iii) within
        five (5) Business Days after request by the Purchaser, the information with
        respect to the Company (as originator) and each Third-Party Originator of
        the
        Mortgage Loans as required under Item 1110(a) and (b) of Regulation AB, a
        summary of the requirements of which has of the date hereof is attached hereto
        as Exhibit
        N
        for
        convenience of reference only, as determined by Purchaser in its sole
        discretion. If requested by the Purchaser, this will include information
        about
        the applicable credit-granting or underwriting criteria;

      


      (iv) within
        five (5) Business Days after request by the Purchaser, the Company shall
        provide
        (or, as applicable, cause each Third-Party Originator to provide) Static
        Pool
        Information with respect to the mortgage loans (of a similar type as the
        Mortgage Loans, as reasonably identified by the Purchaser as provided below)
        originated by (i) the Company, if the Company is an originator of Mortgage
        Loans
        (including as an acquirer of Mortgage Loans from a Qualified Correspondent),
        and/or (ii) each Third-Party Originator. Such Static Pool Information shall
        be
        prepared by the Company (or Third-Party Originator) on the basis of its
        reasonable, good faith interpretation of the requirements of Item 1105(a)(1)-(3)
        and (c) of Regulation AB. To the extent that there is reasonably available
        to
        the Company (or Third-Party Originator) Static Pool Information with respect
        to
        more than one mortgage loan type, the Purchaser or any Depositor shall be
        entitled to specify whether some or all of such information shall be provided
        pursuant to this paragraph. The content of such Static Pool Information may
        be
        in the form customarily provided by the Company, and need not be customized
        for
        the Purchaser or any Depositor. Such Static Pool Information for each vintage
        origination year or prior securitized pool, as applicable, shall be presented
        in
        increments no less frequently than quarterly over the life of the mortgage
        loans
        included in the vintage origination year or prior securitized pool. The most
        recent periodic increment must be as of a date no later than 135 days prior
        to
        the date of the prospectus or other offering document in which the Static
        Pool
        Information is to be included or incorporated by reference. The Static Pool
        Information shall be provided in an electronic format that provides a permanent
        record of the information provided, such as a portable document format (pdf)
        file, or other such electronic format reasonably required by the Purchaser
        or
        the Depositor, as applicable;

      


      (v) within
        five (5) Business Days after request by the Purchaser, information with respect
        to the Servicer (as servicer) as required by Item 1108(b) and (c) of Regulation
        AB, a summary of the requirements of which as of the date hereof is attached
        hereto as Exhibit
        N
        for
        convenience of reference only, as determined by Purchaser in its sole
        discretion. In the event that the Servicer has delegated any servicing
        responsibilities with respect to the Mortgage Loans to a Subservicer, the
        Servicer shall provide the information required pursuant to this clause with
        respect to the Subservicer;

      


      (vi) within
        five (5) Business Days after request by the Purchaser, 

       

      (a)
        information regarding any legal proceedings pending (or known to be
        contemplated) against the Company (as originator) and Servicer (as servicer)
        and
        each other originator of the Mortgage Loans and each Subservicer as required
        by
        Item 1117 of Regulation AB, a summary of the requirements of which as of
        the
        date hereof is attached hereto as Exhibit N for convenience of reference
        only,
        as determined by Purchaser in its sole discretion,

       

      (b)
        information regarding affiliations with respect to the Company (as originator)
        and Servicer (as servicer) and each other originator of the Mortgage Loans
        and
        each Subservicer as required by Item 1119(a) of Regulation AB, a summary
        of the
        requirements of which as of the date hereof is attached hereto as Exhibit
        N
        for
        convenience of reference only, as determined by Purchaser in its sole
        discretion, and

       

      (c)
        information regarding relationships and transactions with respect to the
        Company
        (as originator) and Servicer (as servicer) and each other originator of the
        Mortgage Loans and each Subservicer as required by Item 1119(b) and (c) of
        Regulation AB, a summary of the requirements of which as of the date hereof
        is
        attached hereto as Exhibit
        N
        for
        convenience of reference only, as determined by Purchaser in its sole
        discretion; 

      


      (vii) if
        so
        requested by the Purchaser, the Company shall provide (or, as applicable,
        cause
        each Third-Party Originator to provide), at the expense of the requesting
        party
        (to the extent of any additional incremental expense associated with delivery
        pursuant to this Agreement), such statements and agreed-upon procedures letters
        of certified public accountants reasonably acceptable to the Purchaser or
        Depositor, as applicable, pertaining to Static Pool Information relating
        to
        prior securitized pools for securitizations closed on or after January 1,
        2006
        or, in the case of Static Pool Information with respect to the Company’s or
        Third-Party Originator’s originations or purchases, to calendar months
        commencing January 1, 2006, or to any financial information included in any
        other disclosure provided under this Section 11.18, as the Purchaser or such
        Depositor shall reasonably request. Such statements and letters shall be
        addressed to and be for the benefit of such parties as the Purchaser or such
        Depositor shall designate, which may include, by way of example, any Sponsor,
        any Depositor and any broker dealer acting as underwriter, placement agent
        or
        initial purchaser with respect to a Securitization Transaction. Any such
        statement or letter may take the form of a standard, generally applicable
        document accompanied by a reliance letter authorizing reliance by the addressees
        designated by the Purchaser or such Depositor; 

      


      (viii)
        For the purpose of satisfying the reporting obligation under the Exchange
        Act
        with respect to any class of asset-backed securities, the Company and the
        Servicer shall each (or shall cause each Subservicer and Third-Party Originator
        to), in accordance with Section 3.01(r), (i) provide immediate notice to
        the
        Purchaser, any Master Servicer and any Depositor in writing of (A) any material
        litigation or governmental proceedings involving the Company, the Servicer
        any
        Subservicer or any Third-Party Originator, (B) any affiliations or relationships
        that develop following the closing date of a Securitization Transaction between
        the Company, the Servicer, any Subservicer or any Third-Party Originator
        and any
        of the parties specified in clause (D) of paragraph (a) of this Section (and
        any
        other parties identified in writing by the requesting party) with respect
        to
        such Securitization Transaction, (C) any Event of Default under the terms
        of
        this Agreement or any Reconstitution Agreement, (D) any merger, consolidation
        or
        sale of substantially all of the assets of the Company or the Servicer, and
        (E)
        the Servicer’s entry into an agreement with a Subservicer to perform or assist
        in the performance of any of the Company’s obligations under this Agreement or
        any Reconstitution Agreement and (ii) provide to the Purchaser and any Depositor
        a description of such proceedings, affiliations or relationships; 

      


      (ix)
        As a
        condition to the succession to the Servicer or any Subservicer as servicer
        or
        subservicer under this Agreement or any Reconstitution Agreement by any Person
        (i) into which the Servicer or such Subservicer may be merged or consolidated,
        or (ii) which may be appointed as a successor to the Servicer or any
        Subservicer, the Servicer shall provide to the Purchaser, any Master Servicer,
        and any Depositor, at least 15 calendar days prior to the effective date
        of such
        succession or appointment, (x) written notice to the Purchaser and any Depositor
        of such succession or appointment and (y) in writing and in form and substance
        reasonably satisfactory to the Purchaser and such Depositor, all information
        reasonably requested by the Purchaser or any Depositor in order to comply
        with
        its reporting obligation under Item 6.02 of Form 8-K with respect to any
        class
        of asset-backed securities; 

      


      (x)
        In
        addition to such information as the Servicer, as servicer, is obligated to
        provide pursuant to other provisions of this Agreement, not later than ten
        (10)
        days prior to the deadline for the filing of any distribution report on Form
        10-D in respect of any Securitization Transaction that includes any of the
        Mortgage Loans serviced by the Servicer or any Subservicer, the Servicer
        or such
        Subservicer, as applicable, shall, to the extent the Servicer or such
        Subservicer has knowledge, provide to the party responsible for filing such
        report (including, if applicable, the Master Servicer) notice of the occurrence
        of any of the following events along with all information, data, and materials
        related thereto as may be required to be included in the related distribution
        report on Form 10-D (as specified in the provisions of Regulation AB referenced
        below):

      


      (A) any
        material modifications, extensions or waivers of pool asset terms, fees,
        penalties or payments during the distribution period or that have cumulatively
        become material over time (Item 1121(a)(11) of Regulation AB);

      


      (B) material
        breaches of pool asset representations or warranties or transaction covenants
        (Item 1121(a)(12) of Regulation AB); and

      


      (C) information
        regarding new asset-backed securities issuances backed by the same pool assets,
        any pool asset changes (such as, additions, substitutions or repurchases),
        and
        any material changes in origination, underwriting or other criteria for
        acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB);
        and

      


      (xi)
        The
        Servicer shall provide to the Purchaser, any Master Servicer and any Depositor,
        evidence of the authorization of the person signing any certification or
        statement, copies or other evidence of Fidelity Bond Insurance and Errors
        and
        Omission Insurance policy, financial information and reports, and such other
        information related to the Servicer or any Subservicer or the Servicer or
        such
        Subservicer’s performance hereunder.

      


      In
        the
        event of a conflict or inconsistency between the terms of Exhibit N and the
        text
        of the applicable Item of Regulation AB as cited above, the text of Regulation
        AB, its adopting release and other public statements of the SEC shall
        control.

      


      The
        Company shall indemnify the Purchaser, each affiliate of the Purchaser, and
        each
        of the following parties participating in a Securitization Transaction: each
        sponsor and issuing entity; each Person (including, but not limited to, any
        Master Servicer, if applicable) responsible for the preparation, execution
        or
        filing of any report required to be filed with the Commission with respect
        to
        such Securitization Transaction, or for execution of a certification pursuant
        to
        Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such
        Securitization Transaction; each broker dealer acting as underwriter, placement
        agent or initial purchaser, each Person who controls any of such parties
        or the
        Depositor (within the meaning of Section 15 of the Securities Act and Section
        20
        of the Exchange Act); and the respective present and former directors, officers,
        employees, agents and affiliates of each of the foregoing and of the Depositor
        (each, an “Indemnified Party”), and shall hold each of them harmless from and
        against any claims, losses, damages, penalties, fines, forfeitures, legal
        fees
        and expenses and related costs, judgments, and any other costs, fees and
        expenses that any of them may sustain arising out of or based upon:

      


      (i)(A)
        any untrue statement of a material fact contained or alleged to be contained
        in
        any information, report, certification, data, accountants’ letter or other
        material provided under this Section 11.18 by or on behalf of the Company,
        or
        provided under this Section 11.18 by or on behalf of the Servicer, or any
        Subservicer, Subcontractor or Third-Party Originator (collectively, the “Company
        Information”), or (B) the omission or alleged omission to state in the Company
        Information a material fact required to be stated in the Company Information
        or
        necessary in order to make the statements therein, in the light of the
        circumstances under which they were made, not misleading; provided, by way
        of
        clarification, that clause (B) of this paragraph shall be construed solely
        by
        reference to the Company Information and not to any other information
        communicated in connection with a sale or purchase of securities, without
        regard
        to whether the Company Information or any portion thereof is presented together
        with or separately from such other information;

      


      (ii)
        any
        breach by the Company of its obligations under this Section 11.18, including
        particularly any failure by the Company, the Servicer, any Subservicer, any
        Subcontractor or any Third-Party Originator to deliver any information, report,
        certification, accountants’ letter or other material when and as required under
        this Section 11.18, including any failure by the Company to identify pursuant
        to
        Section 11.20 any Subcontractor “participating in the servicing function” within
        the meaning of Item 1122 of Regulation AB; 

      


      (iii)
        any
        breach by the Company of a representation or warranty set forth in Section
        3.01
        or in a writing furnished pursuant to Section 3.01(q) and made as of a date
        prior to the closing date of the related Securitization Transaction, to the
        extent that such breach is not cured by such closing date, or any breach
        by the
        Company of a representation or warranty in a writing furnished pursuant to
        Section 3.01(q) to the extent made as of a date subsequent to such closing
        date;
        or

       

      (iv) the
        negligence bad faith or willful misconduct of the Company in connection with
        its
        performance under this Section
        11.18.

      


      If
        the
        indemnification provided for herein is unavailable or insufficient to hold
        harmless an Indemnified Party, then the Company agrees that it shall contribute
        to the amount paid or payable by such Indemnified Party as a result of any
        claims, losses, damages or liabilities incurred by such Indemnified Party
        in
        such proportion as is appropriate to reflect the relative fault of such
        Indemnified Party on the one hand and the Company on the other. 

      


      In
        the
        case of any failure of performance described above, the Company shall promptly
        reimburse the Purchaser, any Depositor, as applicable, and each Person
        responsible for the preparation, execution or filing of any report required
        to
        be filed with the Commission with respect to such Securitization Transaction,
        or
        for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d)
        under the Exchange Act with respect to such Securitization Transaction, for
        all
        costs reasonably incurred by each such party in order to obtain the information,
        report, certification, accountants’ letter or other material not delivered as
        required by the Company, the Servicer, any Subservicer, any Subcontractor
        or any
        Third-Party Originator.

      


      This
        indemnification shall survive the termination of this Agreement or the
        termination of any party to this Agreement.

      


      The
        Servicer shall indemnify the Purchaser, each affiliate of the Purchaser,
        and
        each of the following parties participating in a Securitization Transaction:
        each sponsor and issuing entity; each Person (including, but not limited
        to, any
        Master Servicer, if applicable) responsible for the preparation, execution
        or
        filing of any report required to be filed with the Commission with respect
        to
        such Securitization Transaction, or for execution of a certification pursuant
        to
        Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such
        Securitization Transaction; each broker dealer acting as underwriter, placement
        agent or initial purchaser, each Person who controls any of such parties
        or the
        Depositor (within the meaning of Section 15 of the Securities Act and Section
        20
        of the Exchange Act); and the respective present and former directors, officers,
        employees, agents and affiliates of each of the foregoing and of the Depositor
        (each, an “Indemnified Party”), and shall hold each of them harmless from and
        against any claims, losses, damages, penalties, fines, forfeitures, legal
        fees
        and expenses and related costs, judgments, and any other costs, fees and
        expenses that any of them may sustain arising out of or based upon:

      


      (i)(A)
        any untrue statement of a material fact contained or alleged to be contained
        in
        any information, report, certification, data, accountants’ letter or other
        material provided under this Section 11.18 by or on behalf of the Servicer,
        or
        provided under this Section 11.18 by or on behalf of any Subservicer or
        Subcontractor (collectively, the “Servicer Information”), or (B) the omission or
        alleged omission to state in the Servicer Information a material fact required
        to be stated in the Servicer Information or necessary in order to make the
        statements therein, in the light of the circumstances under which they were
        made, not misleading; provided, by way of clarification, that clause (B)
        of this
        paragraph shall be construed solely by reference to the Servicer Information
        and
        not to any other information communicated in connection with a sale or purchase
        of securities, without regard to whether the Servicer Information or any
        portion
        thereof is presented together with or separately from such other
        information;

      


      (ii)
        any
        breach by the Servicer of its obligations under this Section 11.18, including
        particularly any failure by the Servicer, any Subservicer or any Subcontractor
        to deliver any information, report, certification, accountants’ letter or other
        material when and as required under this Section 11.18, including any failure
        by
        the Servicer to identify pursuant to Section 11.20 any Subcontractor
“participating in the servicing function” within the meaning of Item 1122 of
        Regulation AB; 

      


      (iii)
        any
        breach by the Servicer of a representation or warranty set forth in Section
        3.01
        or in a writing furnished pursuant to Section 3.01(q) and made as of a date
        prior to the closing date of the related Securitization Transaction, to the
        extent that such breach is not cured by such closing date, or any breach
        by the
        Servicer of a representation or warranty in a writing furnished pursuant
        to
        Section 3.01(q) to the extent made as of a date subsequent to such closing
        date;
        or

       

      (iv) the
        negligence bad faith or willful misconduct of the Servicer in connection
        with
        its performance under this Section 11.18.

      


      If
        the
        indemnification provided for herein is unavailable or insufficient to hold
        harmless an Indemnified Party, then the Servicer agrees that it shall contribute
        to the amount paid or payable by such Indemnified Party as a result of any
        claims, losses, damages or liabilities incurred by such Indemnified Party
        in
        such proportion as is appropriate to reflect the relative fault of such
        Indemnified Party on the one hand and the Servicer on the other. 

      


      In
        the
        case of any failure of performance described above, the Servicer shall promptly
        reimburse the Purchaser, any Depositor, as applicable, and each Person
        responsible for the preparation, execution or filing of any report required
        to
        be filed with the Commission with respect to such Securitization Transaction,
        or
        for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d)
        under the Exchange Act with respect to such Securitization Transaction, for
        all
        costs reasonably incurred by each such party in order to obtain the information,
        report, certification, accountants’ letter or other material not delivered as
        required by the Servicer, any Subservicer or any Subcontractor.

      


      This
        indemnification shall survive the termination of this Agreement or the
        termination of any party to this Agreement.

      


      All
        Mortgage Loans not sold or transferred pursuant to a Reconstitution shall
        remain
        subject to, and serviced in accordance with the terms of, this Agreement
        and the
        related Term Sheet, and with respect thereto this Agreement and the related
        Term
        Sheet shall remain in full force and effect.

      


      Section
        11.19. Monthly
        Reporting with Respect to a Reconstitution.

      


      As
        long
        as the Servicer
        continues
        to service Mortgage Loans, the Servicer
        agrees
        that with respect to any Mortgage Loan sold or transferred pursuant to a
        Reconstitution as described in Section 11.18 of this Agreement (a “Reconstituted
        Mortgage Loan”), the Servicer,
        at its
        expense, shall provide the Purchaser with the information set forth in Exhibit
        J
        attached hereto for each Reconstituted Mortgage Loan in Excel or such electronic
        delimited file format as may be mutually agreed upon by both Purchaser and
        Servicer.
        Such
        information shall be provided monthly for all Reconstituted Mortgage Loans
        on
        the fifth (5th)
        Business Day of each month for the immediately preceding monthly period,
        and
        shall be transmitted to fast.data@bear.com.

      


      Section
        11.20. Unpaid
        Fees and Expenses and other Amounts Owing to Purchaser; Offset. 

      


      It
        is
        understood that this Agreement creates an ongoing relationship between the
        parties.  As a result, there may be various fees, charges, and expenses
        assessed by Purchaser on each sale.  In addition, there may be amounts owed
        to Purchaser as a result of certain obligations relating to repurchase of
        Mortgage Loans, premium recapture or indemnification of Purchaser, all as
        set
        forth in the Agreement or in each related Term Sheet.   If any such
        amount due Purchaser from Company remains outstanding more than thirty (30)
        days
        after it is due, Company then hereby authorizes Purchaser to deduct from
        any
        subsequent purchase proceeds hereunder such amounts (which
        amounts may be an initial payment of amounts owed Purchaser, subject to further
        adjustment) due
        Purchaser, plus interest at an annual rate equal to the Prime Rate from the
        due
        date through the date of payment. Furthermore, Company authorizes Purchaser
        to set off any funds or other assets of Company in possession of Bear, Stearns
        & Co. Inc. or any of its affiliates against any loss, damage or expense
        Purchaser may incur as a result of Company’s breach of its obligations hereunder
        or in the related Term Sheet.

      


      Section
        11.21. Use
        of
        Subservicers and Subcontractors.

      


      (a) The
        Servicer shall not hire or otherwise utilize the services of any Subservicer
        to
        fulfill any of the obligations of the Servicer as servicer under this Agreement
        or any Reconstitution Agreement unless the Servicer complies with the provisions
        of paragraph (b) of this Section. The Servicer shall not hire or otherwise
        utilize the services of any Subcontractor, and shall not permit any Subservicer
        to hire or otherwise utilize the services of any Subcontractor, to fulfill
        any
        of the obligations of the Servicer as servicer under this Agreement or any
        Reconstitution Agreement unless the Servicer complies with the provisions
        of
        paragraph (d) of this Section. 

      


      (b) The
        Servicer shall cause any Subservicer used by the Servicer (or by any
        Subservicer) for the benefit of the Purchaser and any Depositor to comply
        with
        the provisions of this Section and with Sections 3.01(p), 3.01(s), 6.04,
        6.07
        and 11.18 of this Agreement to the same extent as if such Subservicer were
        the
        Servicer, and to provide the information required with respect to such
        Subservicer under Section 3.01(r) of this Agreement. The Servicer shall be
        responsible for obtaining from each Subservicer and delivering to the Purchaser,
        any Master Servicer and any Depositor any Annual Statement of Compliance
        required to be delivered by such Subservicer under Section 6.04(a), any
        Assessment of Compliance and Attestation Report required to be delivered
        by such
        Subservicer under Section 6.07 and any Annual Certification required under
        Section 6.04(b) as and when required to be delivered.

      


      (c) The
        Servicer shall promptly upon request provide to the Purchaser, any Master
        Servicer and any Depositor (or any designee of the Depositor, such as an
        administrator) a written description (in form and substance reasonably
        satisfactory to the Purchaser, any Master Servicer and such Depositor) of
        the
        role and function of each Subcontractor utilized by the Servicer or any
        Subservicer, specifying (i) the identity of each such Subcontractor, (ii)
        which
        (if any) of such Subcontractors are “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB, and (iii) which elements
        of
        the Servicing Criteria will be addressed in assessments of compliance provided
        by each Subcontractor identified pursuant to clause (ii) of this
        paragraph.

      


      (d) As
        a
        condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
        Regulation AB, the Servicer shall cause any such Subcontractor used by the
        Servicer (or by any Subservicer) for the benefit of the Purchaser and any
        Depositor to comply with the provisions of Sections 6.07 and 11.18 of this
        Agreement to the same extent as if such Subcontractor were the Servicer.
        The
        Servicer shall be responsible for obtaining from each Subcontractor and
        delivering to the Purchaser and any Depositor any Assessment of Compliance
        and
        Attestation Report and the other certificates required to be delivered by
        such
        Subservicer and such Subcontractor under Section 6.07, in each case as and
        when
        required to be delivered.

      


      Section
        11.22. Third
        Party Beneficiary.

      


      For
        purposes of this Agreement, each Master Servicer shall be considered a
        third party beneficiary to this Agreement, entitled to all the rights and
        benefits hereof as if it were a direct party to this
        Agreement.

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


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

       

      EMC
        MORTGAGE CORPORATION

      Purchaser

      


      By:________________________

      Name:
        

      Title:
        

      


      AMERICAN
        HOME MORTGAGE CORP.  

      Company

      


      By:
        _______________________

      Name:

      Title:

      


      AMERICAN
        HOME MORTGAGE SERVICING, INC.  

      Servicer

      


      By:
        _______________________

      Name:

      Title:


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        A

      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,
        and
        which shall be retained by the Company in the Servicing File or delivered
        to the
        Purchaser or its designee pursuant to Sections 2.04 and 2.05 of the Purchase,
        Warranties and Servicing Agreement.

      


      1.
        The
        original Mortgage Note endorsed "Pay to the order of
        ____________________________________________________, without recourse,"
        and
        signed via original signature in the name of the Company by an authorized
        officer, with all intervening endorsements showing a complete chain of title
        from the originator to the Company, together with any applicable riders.
        In no
        event may an endorsement be a facsimile endorsement. If the Mortgage Loan
        was
        acquired by the Company in a merger, the endorsement must be by "[Company],
        successor by merger to the [name of predecessor]". If the Mortgage Loan was
        acquired or originated by the Company while doing business under another
        name,
        the endorsement must be by "[Company] formerly known as [previous name]".
        Mortgage Notes may be in the form of a lost note affidavit subject to Purchaser
        acceptability. 

      


      2.
        The
        original Mortgage (together with a standard adjustable rate mortgage rider)
        with
        evidence of recording thereon, or a copy thereof certified by the public
        recording office in which such mortgage has been recorded or, if the original
        Mortgage has not been returned from the applicable public recording office,
        a
        true certified copy, certified by the Company.

      


      3.
        The
        original or certified copy, certified by the Company, of the Primary Mortgage
        Insurance Policy, if required.

      


      4. The
        original Assignment, from the Company to _____________________________________,
        or in accordance with Purchaser's instructions, which assignment shall, but
        for
        any blanks requested by Purchaser, be in form and substance acceptable for
        recording. If the Mortgage Loan was acquired or originated by the Company
        while
        doing business under another name, the Assignment must be by "[Company] formerly
        known as [previous name]". If the Mortgage Loan was acquired by the Company
        in a
        merger, the endorsement must be by "[Company], successor by merger to the
        [name
        of predecessor]". None of the Assignments are blanket assignments of
        mortgage.

      


      5. The
        original policy of title insurance, including riders and endorsements thereto,
        or if the policy has not yet been issued, a written commitment or interim
        binder
        or preliminary report of title issued by the title insurance or escrow
        company.

      


      6. Originals
        of all recorded intervening Assignments, or copies thereof, certified by
        the
        public recording office in which such Assignments have been recorded showing
        a
        complete chain of title from the originator to the Company, with evidence
        of
        recording thereon, or a copy thereof certified by the public recording office
        in
        which such Assignment has been recorded or, if the original Assignment has
        not
        been returned from the applicable public recording office, a true certified
        copy, certified by the Company.

      


      7. Originals,
        or copies thereof certified by the public recording office in which such
        documents have been recorded, of each assumption, extension, modification,
        written assurance or substitution agreements, if applicable, or if the original
        of such document has not been returned from the applicable public recording
        office, a true certified copy, certified by the Company. 

      


      8. If
        the
        Mortgage Note or Mortgage or any other material document or instrument relating
        to the Mortgage Loan has been signed by a person on behalf of the Mortgagor,
        the
        original or copy of power of attorney or other instrument that authorized
        and
        empowered such person to sign bearing evidence that such instrument has been
        recorded, if so required in the appropriate jurisdiction where the Mortgaged
        Property is located, or a copy thereof certified by the public recording
        office
        in which such instrument has been recorded or, if the original instrument
        has
        not been returned from the applicable public recording office, a true certified
        copy, certified by the Company.

      


      9. reserved.

      


      10. Mortgage
        Loan closing statement (Form HUD-1) and any other truth-in-lending or real
        estate settlement procedure forms required by law.

      


      11.
        Residential loan application.

      


      12. Uniform
        underwriter and transmittal summary (Fannie Mae Form 1008) or reasonable
        equivalent.

      


      13. Credit
        report on the mortgagor.

      


      14. Business
        credit report, if applicable.

      


      15. Residential
        appraisal report and attachments thereto.

      


      16. The
        original of any guarantee executed in connection with the Mortgage
        Note.

      


      17. Verification
        of employment and income except for Mortgage Loans originated under a limited
        documentation program, all in accordance with Company's underwriting
        guidelines.

      


      18. Verification
        of acceptable evidence of source and amount of down payment, in accordance
        with
        Company's underwriting guidelines.

      


      19. Photograph
        of the Mortgaged Property (may be part of appraisal).

      


      20. Survey
        of
        the Mortgaged Property, if any.

      


      21. Sales
        contract, if applicable.

      


      22. If
        available, termite report, structural engineer’s report, water portability and
        septic certification.

      


      23. Any
        original security agreement, chattel mortgage or equivalent executed in
        connection with the Mortgage.

      


      24. Name
        affidavit, if applicable.

      


      Notwithstanding
        anything to the contrary herein, Company may provide one certificate for
        all of
        the Mortgage Loans indicating that the documents were delivered for
        recording.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B

      


      CUSTODIAL
        ACCOUNT LETTER AGREEMENT

      


      ______________,
        2005

      


      To: [_______________________]
        

      (the
        "Depository")

      


      As
        "Company" under the Purchase, Warranties and Servicing Agreement, dated as
        of
        [_____________________] 1, 200[_] (the "Agreement"), we hereby authorize
        and
        request you to establish an account, as a Custodial Account pursuant to Section
        4.04 of the Agreement, to be designated as
        "[______________________________________], in trust for the [Purchaser],
        Owner
        of Adjustable Rate Mortgage Loans". All deposits in the account shall be
        subject
        to withdrawal therefrom by order signed by the Company. This letter is submitted
        to you in duplicate. Please execute and return one original to us.

       

      

        
          	 	 [__________________________]
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 


        

        

 

      

      The
        undersigned, as "Depository", hereby certifies that the above described account
        has been established under Account Number [__________], at the office of
        the
        depository indicated above, and agrees to honor withdrawals on such account
        as
        provided above. The full amount deposited at any time in the account will
        be
        insured up to applicable limits by the Federal Deposit Insurance Corporation
        through the Bank Insurance Fund or the Savings Association Insurance Fund
        or
        will be invested in Permitted Investments as defined in the
        Agreement.

      

        
          	 	 [___________________________]
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 


        

        
 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        C

      


      ESCROW
        ACCOUNT LETTER AGREEMENT

      _____________,
        2005

      


      To: [_______________________]

      (the
        "Depository")

      


      As
        “Company” under the Purchase Warranties and Servicing Agreement, dated as of
        [____________________]1, 200[_] (the "Agreement"), we hereby authorize and
        request you to establish an account, as an Escrow Account pursuant to Section
        4.06 of the Agreement, to be designated as "[__________________________],
        in
        trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans, and various
        Mortgagors." All deposits in the account shall be subject to withdrawal
        therefrom by order signed by the Company. This letter is submitted to you
        in
        duplicate. Please execute and return one original to us.

       

      
        

          
            	 	 [__________________________]
	 	 	 
	 	
                    By:

                  	 
	 	
                    Name:

                  	 
	 	
                    Title:

                  	 


          

          
 

        

      

      


      The
        undersigned, as "Depository", hereby certifies that the above described account
        has been established under Account Number __________, at the office of the
        depository indicated above, and agrees to honor withdrawals on such account
        as
        provided above. The full amount deposited at any time in the account will
        be
        insured up to applicable limits by the Federal Deposit Insurance Corporation
        through the Bank Insurance Fund or the Savings Association Insurance Fund
        or
        will be invested in Permitted Investments as defined in the
        Agreement.

       

      
        

          
            	 	 [__________________________]
	 	 	 
	 	
                    By:

                  	 
	 	
                    Name:

                  	 
	 	
                    Title:

                  	 


          

          


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            



        

      

      


      EXHIBIT
        D

      


      FORM
        OF
        ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

      


      This
        is a
        Purchase, Assignment, Assumption and Recognition Agreement (this “PAAR
        Agreement”) made as of __________, 200__, among EMC Mortgage Corporation (the
“Assignor”), ___________________ (the “Assignee”), and _______________________
        (the “Company”).

      


      In
        consideration of the mutual promises contained herein the parties hereto
        agree
        that the residential mortgage loans (the “Assigned Loans”) listed on Attachment
        1 annexed hereto (the "Assigned Loan Schedule") now serviced by Company for
        Assignor and its successors and assigns pursuant to the Purchase, Warranties
        and
        Servicing Agreement, dated as of _________, 200__, between Assignor and Company
        (the “Purchase Agreement”) shall be subject to the terms of this PAAR Agreement.
        Capitalized terms used herein but not defined shall have the meanings ascribed
        to them in the Purchase Agreement.

      


      Purchase,
        Assignment and Assumption

      


      1. Assignor
        hereby grants, transfers and assigns to Assignee all of the right, title
        and
        interest of Assignor in the Assigned Loans and, as they relate to the Assigned
        Loans, all of its right, title and interest in, to and under the Purchase
        Agreement.

      


      2. Simultaneously
        with the execution hereof, (i) Assignee shall pay to Assignor the “Funding
        Amount” as set forth in that certain letter agreement, dated as of _________
        ____, between Assignee and Assignor (the “Confirmation”) and (ii) Assignor, at
        its expense, shall have caused to be delivered to Assignee or its designee
        the
        Mortgage File for each Assigned Loan in Assignor's or its custodian's
        possession, as set forth in the Purchase Agreement, along with, for each
        Assigned Loan, an endorsement of the Mortgage Note from the Company, in blank,
        and an assignment of mortgage in recordable form from the Company, in blank.
        Assignee shall pay the Funding Amount by wire transfer of immediately available
        funds to the account specified by Assignor. Assignee shall be entitled to
        all
        scheduled payments due on the Assigned Loans after ___________, 200__ and
        all
        unscheduled payments or other proceeds or other recoveries on the Assigned
        Loans
        received on and after _____________, 200__.

      


      Representations,
        Warranties and Covenants

      


      3. Assignor
        warrants and represents to Assignee and Company as of the date
        hereof:

      


      (a) Attached
        hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement,
        which agreement is in full force and effect as of the date hereof and the
        provisions of which have not been waived, amended or modified in any respect,
        nor has any notice of termination been given thereunder;

      


      (b) Assignor
        is the lawful owner of the Assigned Loans with full right to transfer the
        Assigned Loans and any and all of its interests, rights and obligations under
        the Purchase Agreement as they relate to the Assigned Loans, free and clear
        from
        any and all claims and encumbrances; and upon the transfer of the Assigned
        Loans
        to Assignee as contemplated herein, Assignee shall have good title to each
        and
        every Assigned Loan, as well as any and all of Assignee’s interests, rights and
        obligations under the Purchase Agreement as they relate to the Assigned Loans,
        free and clear of any and all liens, claims and encumbrances;

      


      (c) There
        are
        no offsets, counterclaims or other defenses available to Company with respect
        to
        the Assigned Loans or the Purchase Agreement;

       

      (d) Assignor
        has no knowledge of, and has not received notice of, any waivers under, or
        any
        modification of, any Assigned Loan;

      


      (e) Assignor
        is duly organized, validly existing and in good standing under the laws of
        the
        jurisdiction of its incorporation, and has all requisite power and authority
        to
        acquire, own and sell the Assigned Loans;

      


      (f) Assignor
        has full corporate power and authority to execute, deliver and perform its
        obligations under this PAAR Agreement, and to consummate the transactions
        set
        forth herein. The consummation of the transactions contemplated by this PAAR
        Agreement is in the ordinary course of Assignor’s business and will not conflict
        with, or result in a breach of, any of the terms, conditions or provisions
        of
        Assignor’s charter or by-laws or any legal restriction, or any material
        agreement or instrument to which Assignor is now a party or by which it is
        bound, or result in the violation of any law, rule, regulation, order, judgment
        or decree to which Assignor or its property is subject. The execution, delivery
        and performance by Assignor of this PAAR Agreement and the consummation by
        it of
        the transactions contemplated hereby, have been duly authorized by all necessary
        corporate action on part of Assignor. This PAAR Agreement has been duly executed
        and delivered by Assignor and, upon the due authorization, execution and
        delivery by Assignee and Company, will constitute the valid and legally binding
        obligation of Assignor enforceable against Assignor in accordance with its
        terms
        except as enforceability may be limited by bankruptcy, reorganization,
        insolvency, moratorium or other similar laws now or hereafter in effect relating
        to creditors’ rights generally, and by general principles of equity regardless
        of whether enforceability is considered in a proceeding in equity or at law;
        

       

      (g) No
        consent, approval, order or authorization of, or declaration, filing or
        registration with, any governmental entity is required to be obtained or
        made by
        Assignor in connection with the execution, delivery or performance by Assignor
        of this PAAR Agreement, or the consummation by it of the transactions
        contemplated hereby; and

      


      (h) Neither
        Assignor nor anyone acting on its behalf has offered, transferred, pledged,
        sold
        or otherwise disposed of the Assigned Loans or any interest in the Assigned
        Loans, or solicited any offer to buy or accept a transfer, pledge or other
        disposition of the Assigned Loans, or any interest in the Assigned Loans
        or
        otherwise approached or negotiated with respect to the Assigned Loans, or
        any
        interest in the Assigned Loans with any Person in any manner, or made any
        general solicitation by means of general advertising or in any other manner,
        or
        taken any other action which would constitute a distribution of the Assigned
        Loans under the Securities Act of 1933, as amended (the “1933 Act”) or which
        would render the disposition of the Assigned Loans a violation of Section
        5 of
        the 1933 Act or require registration pursuant thereto.

      


       

      4. Assignee
        warrants and represents to, and covenants with, Assignor and Company as of
        the
        date hereof:

       

      


      (a) Assignee
        is duly organized, validly existing and in good standing under the laws of
        the
        jurisdiction of its organization and has all requisite power and authority
        to
        acquire, own and purchase the Assigned Loans;

      


      (b) Assignee
        has full corporate power and authority to execute, deliver and perform its
        obligations under this PAAR Agreement, and to consummate the transactions
        set
        forth herein. The consummation of the transactions contemplated by this PAAR
        Agreement is in the ordinary course of Assignee’s business and will not conflict
        with, or result in a breach of, any of the terms, conditions or provisions
        of
        Assignee’s charter or by-laws or any legal restriction, or any material
        agreement or instrument to which Assignee is now a party or by which it is
        bound, or result in the violation of any law, rule, regulation, order, judgment
        or decree to which Assignee or its property is subject. The execution, delivery
        and performance by Assignee of this PAAR Agreement and the consummation by
        it of
        the transactions contemplated hereby, have been duly authorized by all necessary
        corporate action on part of Assignee. This PAAR Agreement has been duly executed
        and delivered by Assignee and, upon the due authorization, execution and
        delivery by Assignor and Company, will constitute the valid and legally binding
        obligation of Assignee enforceable against Assignee in accordance with its
        terms
        except as enforceability may be limited by bankruptcy, reorganization,
        insolvency, moratorium or other similar laws now or hereafter in effect relating
        to creditors’ rights generally, and by general principles of equity regardless
        of whether enforceability is considered in a proceeding in equity or at law;
        

      


      (c) No
        consent, approval, order or authorization of, or declaration, filing or
        registration with, any governmental entity is required to be obtained or
        made by
        Assignee in connection with the execution, delivery or performance by Assignee
        of this PAAR Agreement, or the consummation by it of the transactions
        contemplated hereby; and 

      


      (d) Assignee
        agrees to be bound as “Purchaser” by all of the terms, covenants and conditions
        of the Purchase Agreement with respect to the Assigned Loans, and from and
        after
        the date hereof, Assignee assumes for the benefit of each of Assignor and
        Company all of Assignor's obligations as “Purchaser” thereunder but solely with
        respect to such Assigned Loans.

       

      5. Company
        warrants and represents to, and covenant with, Assignor and Assignee as of
        the
        date hereof:

      


      (a)   
         Attached
        hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement,
        which agreement is in full force and effect as of the date hereof and the
        provisions of which have not been waived, amended or modified in any respect,
        nor has any notice of termination been given thereunder; 

      


      (b)  
          Company
        is duly organized, validly existing and in good standing under the laws of
        the
        jurisdiction of its incorporation, and has all requisite power and authority
        to
        service the Assigned Loans and otherwise to perform its obligations under
        the
        Purchase Agreement;

      


      
        	 	
                (c)

              	
                Company
                  has full corporate power and authority to execute, deliver and
                  perform its
                  obligations under this PAAR Agreement, and to consummate the transactions
                  set forth herein. The consummation of the transactions contemplated
                  by
                  this PAAR Agreement is in the ordinary course of Company’s business and
                  will not conflict with, or result in a breach of, any of the terms,
                  conditions or provisions of Company’s charter or by-laws or any legal
                  restriction, or any material agreement or instrument to which Company
                  is
                  now a party or by which it is bound, or result in the violation
                  of any
                  law, rule, regulation, order, judgment or decree to which Company
                  or its
                  property is subject. The execution, delivery and performance by
                  Company of
                  this PAAR Agreement and the consummation by it of the transactions
                  contemplated hereby, have been duly authorized by all necessary
                  corporate
                  action on part of Company. This PAAR Agreement has been duly executed
                  and
                  delivered by Company, and, upon the due authorization, execution
                  and
                  delivery by Assignor and Assignee, will constitute the valid and
                  legally
                  binding obligation of Company, enforceable against Company in accordance
                  with its terms except as enforceability may be limited by bankruptcy,
                  reorganization, insolvency, moratorium or other similar laws now
                  or
                  hereafter in effect relating to creditors’ rights generally, and by
                  general principles of equity regardless of whether enforceability
                  is
                  considered in a proceeding in equity or at
                  law;

              


      

      


      
        	 	
                (d)

              	
                No
                  consent, approval, order or authorization of, or declaration, filing
                  or
                  registration with, any governmental entity is required to be obtained
                  or
                  made by Assignee in connection with the execution, delivery or
                  performance
                  by Company of this PAAR Agreement, or the consummation by it of
                  the
                  transactions contemplated hereby;
                  and

              


      

      


      
        	 	
                (e)

              	
                No
                  event has occurred
                  from the Closing Date to the date hereof which would render the
                  representations and warranties as to the related Assigned Loans
                  made by
                  the Company in Sections 3.01 and 3.02 of the Purchase Agreement
                  to be
                  untrue in any material respect.

              


      

      


      
        	 	
                (f)

              	
                Neither
                  this AAR Agreement nor any certification, statement, report or
                  other
                  agreement, document or instrument furnished or to be furnished
                  by the
                  Company pursuant to this AAR Agreement contains or will contain
                  any
                  materially untrue statement of fact or omits or will omit to state
                  a fact
                  necessary to make the statements contained therein not
                  misleading.

              


      

      


      Recognition
        of Assignee

      


      6. From
        and
        after the date hereof, Company shall recognize Assignee as owner of the Assigned
        Loans and will service the Assigned Loans in accordance with the Purchase
        Agreement. It is the intention of Assignor, Company and Assignee that this
        PAAR
        Agreement shall be binding upon and for the benefit of the respective successors
        and assigns of the parties hereto. Neither Company nor Assignor shall amend
        or
        agree to amend, modify, waiver, or otherwise alter any of the terms or
        provisions of the Purchase Agreement which amendment, modification, waiver
        or
        other alteration would in any way affect the Assigned Loans without the prior
        written consent of Assignee.

      


       

      Miscellaneous

      


      7. All
        demands, notices and communications related to the Assigned Loans, the Purchase
        Agreement and this PAAR Agreement shall be in writing and shall be deemed
        to
        have been duly given if personally delivered at or mailed by registered mail,
        postage prepaid, as follows:

       

      


      (a) In
        the
        case of Company,

      


      ____________________

      ____________________

      ____________________

      ____________________

      ____________________

       

      With
        a
        copy to ______________________________________.

      


      
        	 	
                (b)

              	
                In
                  the case of Assignor,

              


      

      


      ____________________

      ____________________

      ____________________

      ____________________

      ____________________ 

      


      (c) In
        the
        case of Assignee,

      


      EMC
        Mortgage Corporation 

      Mac
        Arthur Ridge II 

      909
        Hidden Ridge Drive, Suite 200

      Irving,
        Texas 75038

      Attention:
        Raylene Ruyle

      Telecopier
        No.: (972) 444-2810

      


      with
        a
        copy to:

      


      ___________________

      383
        Madison Avenue

      New
        York,
        New York 10179

      Attention:
        ___________

      Telecopier
        No.: (212) 272-____

      


      8. Each
        party will pay any commissions it has incurred and the fees of its attorneys
        in
        connection with the negotiations for, documenting of and closing of the
        transactions contemplated by this PAAR Agreement. 

      


      9. This
        PAAR
        Agreement shall be construed in accordance with the laws of the State of
        New
        York, without regard to conflicts of law principles, and the obligations,
        rights
        and remedies of the parties hereunder shall be determined in accordance with
        such laws.

      


      10. No
        term
        or provision of this PAAR Agreement may be waived or modified unless such
        waiver
        or modification is in writing and signed by the party against whom such waiver
        or modification is sought to be enforced.

      


      11. This
        PAAR
        Agreement shall inure to the benefit of the successors and assigns of the
        parties hereto. Any entity into which Assignor, Assignee or Company may be
        merged or consolidated shall, without the requirement for any further writing,
        be deemed Assignor, Assignee or Company, respectively, hereunder.

      


      12. This
        PAAR
        Agreement shall survive the conveyance of the Assigned Loans, the assignment
        of
        the Purchase Agreement to the extent of the Assigned Loans by Assignor to
        Assignee and the termination of the Purchase Agreement.

      


      13. This
        PAAR
        Agreement may be executed simultaneously in any number of counterparts. Each
        counterpart shall be deemed to be an original and all such counterparts shall
        constitute one and the same instrument.

      


      14. In
        the
        event that any provision of this PAAR Agreement conflicts with any provision
        of
        the Purchase Agreement with respect to the Assigned Loans, the terms of this
        PAAR Agreement shall control. In the event that any provision of this PAAR
        Agreement conflicts with any provision of the Confirmation with respect to
        the
        Assigned Loans, the terms of this PAAR Agreement shall control.

      


      


      [Modification
        of Purchase Agreement

      


      
        	 	
                15.

              	
                The
                  Company and Assignor hereby amend the Purchase Agreement as
                  follows:

              


      

      


      (a) The
        following definitions are added to Section 1.01 of the Purchase
        Agreement:

      


      Securities
        Administrator: ________________________

      


      Supplemental
        PMI Insurer: ________________________

      


      Supplemental
        PMI Policy: The
        primary guarantee insurance policy of the Supplemental PMI Insurer attached
        hereto as Exhibit J, or any successor Supplemental PMI Policy given to the
        Servicer by the Assignee.

      


      Trustee:
         ________________________

      


      (b) The
        following definition is amended and restated:

      


      Insurance
        Proceeds: Proceeds
        of any Primary Mortgage Insurance Policy, the Supplemental PMI Policy, any
        title
        policy, any hazard insurance policy or any other insurance policy covering
        a
        Mortgage Loan or other related Mortgaged Property, including any amounts
        required to be deposited in the Custodial Account pursuant to Section 4.04,
        to
        the extent such proceeds are not to be applied to the restoration of the
        related
        Mortgaged Property or released to the Mortgagor in accordance with Accepted
        Servicing Practices.

      


      (c) The
        following are added as the fourth, fifth and sixth paragraphs of Section
        4.08:

      


      “In
        connection with its activities as servicer, the Company agrees to prepare
        and
        present, on behalf of itself and the Purchaser, claims to the Supplemental
        PMI
        Insurer with respect to the Supplemental PMI Policy and, in this regard,
        to take
        such action as shall be necessary to permit recovery under any Supplemental
        PMI
        Policy respecting a defaulted Mortgage Loan. Pursuant to Section 4.04, any
        amounts collected by the Company under any Supplemental PMI Policy shall
        be
        deposited in the Custodial Account, subject to withdrawal pursuant to Section
        4.05.

      


      In
        accordance with the Supplemental PMI Policy, the Company shall provide to
        the
        Supplemental PMI Insurer any required information regarding the Mortgage
        Loans.

      


      The
        Company shall provide to the [Securities Administrator] on a monthly basis
        via
        computer tape, or other mutually acceptable format, the unpaid principal
        balance, insurer certificate number, lender loan number, and premium due
        the
        Supplemental PMI Insurer for each Mortgage Loan covered by the Supplemental
        PMI
        Policy. In addition, the Company agrees to forward to the Purchaser and the
        [Securities Administrator] any statements or other reports given by the
        Supplemental PMI Insurer to the Servicer in connection with a claim under
        the
        Supplemental PMI Policy.”

      


      (d) Clause
        (vi) of Section 6.1 is amended to read as follows:

      


      “Company
        ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan seller
        or
        servicer for more than thirty days, or the Company fails to meet the servicer
        eligibility requirements of the Supplemental PMI Insurer; or”]

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties hereto have executed this PAAR Agreement as
        of the
        day and year first above written.

       

      

        
          	 	
                  
                    EMC
                      MORTGAGE CORPORATION

                    Assignor

                  

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 


        

      

       

      

        
          	 	 
	 	
                  
                    
                      Assignee

                    

                  

                



          
            	 	
                    By:

                  	 
	 	
                    Name:

                  	 
	 	
                    Title:

                  	 




            
              	 	 
	 	
                      
                        
                          Company

                        

                      

                    



              
                	 	
                        By:

                      	 
	 	
                        Name:

                      	 
	 	
                        Title:

                      	 




                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                



            

          

        

      

       EXHIBIT
        ___

      


      FORM
        OF
        COMPANY CERTIFICATION

      


      I,
        [identify certifying individual], certify to the [Trustee] [Seller] [Securities
        Administrator] [Mortgage Loan Seller] [Purchaser] and [Master Servicer]
        that:

      


      1. I
        have
        reviewed the servicing reports prepared by [COMPANY] (the “Company”) pursuant to
        the [Servicing Agreement] (the “Servicing Agreement”), dated as of __________
        between __________ and the Company (as modified by the AAR Agreement (as
        defined
        below) and delivered to [MASTER SERVICER] (the “Master Servicer”) pursuant to
        the Assignment, Assumption and Recognition Agreement (the “AAR Agreement”),
        dated as of __________ among [ASSIGNOR] as Assignor, Company and [ASSIGNEE],
        as
        Assignee.

      


      2. Based
        on
        my knowledge, the information 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
        such statements were made, not misleading as of the last day of the period
        covered by such servicing reports.

      


      3. Based
        on
        my knowledge, the servicing information required to be provided to the Master
        Servicer under the Servicing Agreement and the AAR Agreement is included
        in
        these reports.

      


      4. I
        am
        responsible for reviewing the activities performed the Company under the
        Servicing Agreement and the AAR Agreement and based upon the review required
        under the Servicing Agreement and the AAR Agreement, and except as disclosed
        in
        the Annual Statement of Compliance, the Company has fulfilled its obligations
        under the Servicing Agreement and the AAR Agreement.

      


      5. I
        have
        disclosed to the Master Servicer's certified public accountants all significant
        deficiencies relating to the Company's compliance with the minimum servicing
        standards in accordance with a review conduced in compliance with the Uniform
        Single Attestation Program for Mortgage Bankers or similar standard as set
        forth
        in the Servicing Agreement and the AAR Agreement.

      


      Capitalized
        terms used but not defined herein have the meanings ascribed to them in the
        AAR
        Agreement.

      


      Date:______________

      


      _____________________

      [Signature]

      [Title]

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ATTACHMENT
        1

      


      ASSIGNED
        LOAN SCHEDULE

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      ATTACHMENT
        2

      


      PURCHASE,
        WARRANTIES AND SERVICING AGREEMENT

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        E

      


      REPORTING
        DATA FOR MONTHLY REPORT

      


      

        
          	
                  Standard
                    File Layout - Master Servicing

                
	
                  Column
                    Name

                	
                  Description

                	
                  Decimal

                	
                  Format
                    Comment

                	
                  Max
                    Size

                
	
                  SER_INVESTOR_NBR

                	
                  A
                    value assigned by the Servicer to define a group of loans.

                	 	
                  Text
                    up to 10 digits

                	
                  20

                
	
                  LOAN_NBR

                	
                  A
                    unique identifier assigned to each loan by the investor.

                	 	
                  Text
                    up to 10 digits

                	
                  10

                
	
                  SERVICER_LOAN_NBR

                	
                  A
                    unique number assigned to a loan by the Servicer. This may be
                    different
                    than the LOAN_NBR.

                	 	
                  Text
                    up to 10 digits

                	
                  10

                
	
                  BORROWER_NAME

                	
                  The
                    borrower name as received in the file. It is not separated by
                    first and
                    last name.

                	 	
                  Maximum
                    length of 30 (Last, First)

                	
                  30

                
	
                  SCHED_PAY_AMT

                	
                  Scheduled
                    monthly principal and scheduled interest payment that a borrower
                    is
                    expected to pay, P&I constant.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NOTE_INT_RATE

                	
                  The
                    loan interest rate as reported by the Servicer.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  NET_INT_RATE

                	
                  The
                    loan gross interest rate less the service fee rate as reported
                    by the
                    Servicer.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  SERV_FEE_RATE

                	
                  The
                    servicer's fee rate for a loan as reported by the
                    Servicer.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  SERV_FEE_AMT

                	
                  The
                    servicer's fee amount for a loan as reported by the
                    Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NEW_PAY_AMT

                	
                  The
                    new loan payment amount as reported by the Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NEW_LOAN_RATE

                	
                  The
                    new loan rate as reported by the Servicer.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  ARM_INDEX_RATE

                	
                  The
                    index the Servicer is using to calculate a forecasted
                    rate.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  ACTL_BEG_PRIN_BAL

                	
                  The
                    borrower's actual principal balance at the beginning of the processing
                    cycle.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  ACTL_END_PRIN_BAL

                	
                  The
                    borrower's actual principal balance at the end of the processing
                    cycle.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  BORR_NEXT_PAY_DUE_DATE

                	
                  The
                    date at the end of processing cycle that the borrower's next
                    payment is
                    due to the Servicer, as reported by Servicer.

                	 	
                  MM/DD/YYYY

                	
                  10

                
	
                  SERV_CURT_AMT_1

                	
                  The
                    first curtailment amount to be applied.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_DATE_1

                	
                  The
                    curtailment date associated with the first curtailment
                    amount.

                	 	
                  MM/DD/YYYY

                	
                  10

                
	
                  CURT_ADJ_
                    AMT_1

                	
                  The
                    curtailment interest on the first curtailment amount, if
                    applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_AMT_2

                	
                  The
                    second curtailment amount to be applied.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_DATE_2

                	
                  The
                    curtailment date associated with the second curtailment
                    amount.

                	 	
                  MM/DD/YYYY

                	
                  10

                
	
                  CURT_ADJ_
                    AMT_2

                	
                  The
                    curtailment interest on the second curtailment amount, if
                    applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_AMT_3

                	
                  The
                    third curtailment amount to be applied.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_DATE_3

                	
                  The
                    curtailment date associated with the third curtailment
                    amount.

                	 	
                  MM/DD/YYYY

                	
                  10

                
	
                  CURT_ADJ_AMT_3

                	
                  The
                    curtailment interest on the third curtailment amount, if
                    applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PIF_AMT

                	
                  The
                    loan "paid in full" amount as reported by the Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PIF_DATE

                	
                  The
                    paid in full date as reported by the Servicer.

                	 	
                  MM/DD/YYYY

                	
                  10

                
	 	 	 	
                  Action
                    Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                    65=Repurchase,70=REO

                	
                  2

                
	
                  ACTION_CODE

                	
                  The
                    standard FNMA numeric code used to indicate the default/delinquent
                    status
                    of a particular loan.

                
	
                  INT_ADJ_AMT

                	
                  The
                    amount of the interest adjustment as reported by the
                    Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SOLDIER_SAILOR_ADJ_AMT

                	
                  The
                    Soldier and Sailor Adjustment amount, if applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NON_ADV_LOAN_AMT

                	
                  The
                    Non Recoverable Loan Amount, if applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  LOAN_LOSS_AMT

                	
                  The
                    amount the Servicer is passing as a loss, if applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_BEG_PRIN_BAL

                	
                  The
                    scheduled outstanding principal amount due at the beginning of
                    the cycle
                    date to be passed through to investors.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_END_PRIN_BAL

                	
                  The
                    scheduled principal balance due to investors at the end of a
                    processing
                    cycle.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_PRIN_AMT

                	
                  The
                    scheduled principal amount as reported by the Servicer for the
                    current
                    cycle -- only applicable for Scheduled/Scheduled Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_NET_INT

                	
                  The
                    scheduled gross interest amount less the service fee amount for
                    the
                    current cycle as reported by the Servicer -- only applicable
                    for
                    Scheduled/Scheduled Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  ACTL_PRIN_AMT

                	
                  The
                    actual principal amount collected by the Servicer for the current
                    reporting cycle -- only applicable for Actual/Actual
                    Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  ACTL_NET_INT

                	
                  The
                    actual gross interest amount less the service fee amount for
                    the current
                    reporting cycle as reported by the Servicer -- only applicable
                    for
                    Actual/Actual Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PREPAY_PENALTY_
                    AMT

                	
                  The
                    penalty amount received when a borrower prepays on his loan as
                    reported by
                    the Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PREPAY_PENALTY_
                    WAIVED

                	
                  The
                    prepayment penalty amount for the loan waived by the
                    servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  MOD_DATE

                	
                  The
                    Effective Payment Date of the Modification for the loan.

                	 	
                  MM/DD/YYYY

                	
                  10

                
	
                  MOD_TYPE

                	
                  The
                    Modification Type.

                	 	
                  Varchar
                    - value can be alpha or numeric

                	
                  30

                
	
                  DELINQ_P&I_ADVANCE_AMT

                	
                  The
                    current outstanding principal and interest advances made by
                    Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                


        

      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        F

      


      REPORTING
        DATA FOR DEFAULTED LOANS

      


      Standard
        File Layout - Delinquency Reporting

      


      
        	
                Column/Header
                  Name

              	
                Description

              	
                Decimal

              	
                Format
                  Comment

              
	
                SERVICER_LOAN_NBR

              	
                A
                  unique number assigned to a loan by the Servicer. This may be different
                  than the LOAN_NBR

              	 	
                 

              
	
                LOAN_NBR

              	
                A
                  unique identifier assigned to each loan by the originator.

              	 	
                 

              
	
                CLIENT_NBR

              	
                Servicer
                  Client Number

              	 	 
	
                SERV_INVESTOR_NBR

              	
                Contains
                  a unique number as assigned by an external servicer to identify
                  a group of
                  loans in their system.

              	 	
                 

              
	
                BORROWER_FIRST_NAME

              	
                First
                  Name of the Borrower.

              	 	 
	
                BORROWER_LAST_NAME

              	
                Last
                  name of the borrower.

              	 	 
	
                PROP_ADDRESS

              	
                Street
                  Name and Number of Property

              	 	
                 

              
	
                PROP_STATE

              	
                The
                  state where the property located.

              	 	
                 

              
	
                PROP_ZIP

              	
                Zip
                  code where the property is located.

              	 	
                 

              
	
                BORR_NEXT_PAY_DUE_DATE

              	
                The
                  date that the borrower's next payment is due to the servicer at
                  the end of
                  processing cycle, as reported by Servicer.

              	 	
                MM/DD/YYYY

              
	
                LOAN_TYPE

              	
                Loan
                  Type (i.e. FHA, VA, Conv)

              	 	
                 

              
	
                BANKRUPTCY_FILED_DATE

              	
                The
                  date a particular bankruptcy claim was filed.

              	 	
                MM/DD/YYYY

              
	
                BANKRUPTCY_CHAPTER_CODE

              	
                The
                  chapter under which the bankruptcy was filed.

              	 	
                 

              
	
                BANKRUPTCY_CASE_NBR

              	
                The
                  case number assigned by the court to the bankruptcy
                  filing.

              	 	
                 

              
	
                POST_PETITION_DUE_DATE

              	
                The
                  payment due date once the bankruptcy has been approved by the
                  courts

              	 	
                MM/DD/YYYY

              
	
                BANKRUPTCY_DCHRG_DISM_DATE

              	
                The
                  Date The Loan Is Removed From Bankruptcy. Either by Dismissal,
                  Discharged
                  and/or a Motion For Relief Was Granted. 

              	 	
                MM/DD/YYYY

              
	
                LOSS_MIT_APPR_DATE

              	
                The
                  Date The Loss Mitigation Was Approved By The Servicer

              	 	
                MM/DD/YYYY

              
	
                LOSS_MIT_TYPE

              	
                The
                  Type Of Loss Mitigation Approved For A Loan Such As;

              	 	 
	
                LOSS_MIT_EST_COMP_DATE

              	
                The
                  Date The Loss Mitigation /Plan Is Scheduled To End/Close

              	 	
                MM/DD/YYYY

              
	
                LOSS_MIT_ACT_COMP_DATE

              	
                The
                  Date The Loss Mitigation Is Actually Completed

              	 	
                MM/DD/YYYY

              
	
                FRCLSR_APPROVED_DATE

              	
                The
                  date DA Admin sends a letter to the servicer with instructions
                  to begin
                  foreclosure proceedings.

              	 	
                MM/DD/YYYY

              
	
                ATTORNEY_REFERRAL_DATE

              	
                Date
                  File Was Referred To Attorney to Pursue Foreclosure

              	 	
                MM/DD/YYYY

              
	
                FIRST_LEGAL_DATE

              	
                Notice
                  of 1st legal filed by an Attorney in a Foreclosure Action

              	 	
                MM/DD/YYYY

              
	
                FRCLSR_SALE_EXPECTED_DATE

              	
                The
                  date by which a foreclosure sale is expected to occur.

              	 	
                MM/DD/YYYY

              
	
                FRCLSR_SALE_DATE

              	
                The
                  actual date of the foreclosure sale.

              	 	
                MM/DD/YYYY

              
	
                FRCLSR_SALE_AMT

              	
                The
                  amount a property sold for at the foreclosure sale.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                EVICTION_START_DATE

              	
                The
                  date the servicer initiates eviction of the borrower.

              	 	
                MM/DD/YYYY

              
	
                EVICTION_COMPLETED_DATE

              	
                The
                  date the court revokes legal possession of the property from the
                  borrower.

              	 	
                MM/DD/YYYY

              
	
                LIST_PRICE

              	
                The
                  price at which an REO property is marketed.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                LIST_DATE

              	
                The
                  date an REO property is listed at a particular price.

              	 	
                MM/DD/YYYY

              
	
                OFFER_AMT

              	
                The
                  dollar value of an offer for an REO property.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                OFFER_DATE_TIME

              	
                The
                  date an offer is received by DA Admin or by the Servicer.

              	 	
                MM/DD/YYYY

              
	
                REO_CLOSING_DATE

              	
                The
                  date the REO sale of the property is scheduled to close.

              	 	
                MM/DD/YYYY

              
	
                REO_ACTUAL_CLOSING_DATE

              	
                Actual
                  Date Of REO Sale

              	 	
                MM/DD/YYYY

              
	
                OCCUPANT_CODE

              	
                Classification
                  of how the property is occupied.

              	 	
                 

              
	
                PROP_CONDITION_CODE

              	
                A
                  code that indicates the condition of the property.

              	 	
                 

              
	
                PROP_INSPECTION_DATE

              	
                The
                  date a property inspection is performed.

              	 	
                MM/DD/YYYY

              
	
                APPRAISAL_DATE

              	
                The
                  date the appraisal was done.

              	 	
                MM/DD/YYYY

              
	
                CURR_PROP_VAL

              	
                 The
                  current "as is" value of the property based on brokers price opinion
                  or
                  appraisal.

              	
                2

              	
                 

              
	
                REPAIRED_PROP_VAL

              	
                The
                  amount the property would be worth if repairs are completed pursuant
                  to a
                  broker's price opinion or appraisal.

              	
                2

              	
                 

              
	
                If
                  applicable:

              	
                 

              	 	
                 

              
	
                DELINQ_STATUS_CODE

              	
                FNMA
                  Code Describing Status of Loan

              	 	 
	
                DELINQ_REASON_CODE

              	
                The
                  circumstances which caused a borrower to stop paying on a loan.
                  Code
                  indicates the reason why the loan is in default for this
                  cycle.

              	 	 
	
                MI_CLAIM_FILED_DATE

              	
                Date
                  Mortgage Insurance Claim Was Filed With Mortgage Insurance
                  Company.

              	 	
                MM/DD/YYYY

              
	
                MI_CLAIM_AMT

              	
                Amount
                  of Mortgage Insurance Claim Filed

              	 	
                No
                  commas(,) or dollar signs ($)

              
	
                MI_CLAIM_PAID_DATE

              	
                Date
                  Mortgage Insurance Company Disbursed Claim Payment

              	 	
                MM/DD/YYYY

              
	
                MI_CLAIM_AMT_PAID

              	
                Amount
                  Mortgage Insurance Company Paid On Claim

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                POOL_CLAIM_FILED_DATE

              	
                Date
                  Claim Was Filed With Pool Insurance Company

              	 	
                MM/DD/YYYY

              
	
                POOL_CLAIM_AMT

              	
                Amount
                  of Claim Filed With Pool Insurance Company

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                POOL_CLAIM_PAID_DATE

              	
                Date
                  Claim Was Settled and The Check Was Issued By The Pool
                  Insurer

              	 	
                MM/DD/YYYY

              
	
                POOL_CLAIM_AMT_PAID

              	
                Amount
                  Paid On Claim By Pool Insurance Company

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_A_CLAIM_FILED_DATE

              	
                 Date
                  FHA Part A Claim Was Filed With HUD

              	 	
                MM/DD/YYYY

              
	
                FHA_PART_A_CLAIM_AMT

              	
                 Amount
                  of FHA Part A Claim Filed

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_A_CLAIM_PAID_DATE

              	
                 Date
                  HUD Disbursed Part A Claim Payment

              	 	
                MM/DD/YYYY

              
	
                FHA_PART_A_CLAIM_PAID_AMT

              	
                 Amount
                  HUD Paid on Part A Claim

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_B_CLAIM_FILED_DATE

              	
                  Date
                  FHA Part B Claim Was Filed With HUD

              	 	
                MM/DD/YYYY

              
	
                FHA_PART_B_CLAIM_AMT

              	
                  Amount
                  of FHA Part B Claim Filed

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_B_CLAIM_PAID_DATE

              	
                   Date
                  HUD Disbursed Part B Claim Payment

              	 	
                MM/DD/YYYY

              
	
                FHA_PART_B_CLAIM_PAID_AMT

              	
                 Amount
                  HUD Paid on Part B Claim

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                VA_CLAIM_FILED_DATE

              	
                 Date
                  VA Claim Was Filed With the Veterans Admin

              	 	
                MM/DD/YYYY

              
	
                VA_CLAIM_PAID_DATE

              	
                 Date
                  Veterans Admin. Disbursed VA Claim Payment

              	 	
                MM/DD/YYYY

              
	
                VA_CLAIM_PAID_AMT

              	
                 Amount
                  Veterans Admin. Paid on VA Claim

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              


      

       

       

       

      


      Exhibit
        2: Standard
        File Codes - Delinquency Reporting

       

      


       

      The
        Loss
        Mit Type
        field
        should show the approved Loss Mitigation Code as follows: 

       

       

      
        	 	·	
                ASUM-

              	Approved Assumption
	 	·	BAP- 	Borrower Assistance Program
	 	· 	CO-	Charge Off
	 	· 	
                DIL-

              	
                Deed-in-Lieu

              
	 	· 	FFA- 	Formal Forbearance Agreement
	 	· 	MOD- 	Loan Modification
	 	· 	
                PRE-

              	
                Pre-Sale

              
	 	· 	
                SS-

              	
                Short
                  Sale

              
	 	· 	MISC- 	Anything else approved by the PMI
                or Pool
                Insurer


      

       

       

      NOTE:
        Wells
        Fargo Bank will accept alternative Loss Mitigation Types to those above,
        provided that they are consistent with industry standards. If Loss Mitigation
        Types other than those above are used, the Servicer must supply Wells Fargo
        Bank
        with a description of each of the Loss Mitigation Types prior to sending
        the
        file.

       

       

      The
        Occupant
        Code
        field
        should show the current status of the property code as follows:

       

      
        	 	
                ·

              	
                Mortgagor

              


      

       

      
        	 	
                ·

              	
                Tenant

              


      

       

      
        	 	
                ·

              	
                Unknown
                  

              


      

       

      
        	 	
                ·

              	
                Vacant

              


      

       

       

      The
        Property
        Condition
        field
        should show the last reported condition of the property as follows:


       

      · Damaged

      · Excellent

      · Fair

      · Gone

      · Good

      · Poor

      · Special
        Hazard

      · Unknown


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      


      Exhibit
        2: Standard
        File Codes - Delinquency Reporting, Continued

       

       

      The
        FNMA
        Delinquent Reason Code
        field
        should show the Reason for Delinquency as follows: 

       

      


      
        	
                Delinquency
                  Code

              	
                Delinquency
                  Description

              
	
                001

              	
                FNMA-Death
                  of principal mortgagor

              
	
                002

              	
                FNMA-Illness
                  of principal mortgagor

              
	
                003

              	
                FNMA-Illness
                  of mortgagor’s family member

              
	
                004

              	
                FNMA-Death
                  of mortgagor’s family member

              
	
                005

              	
                FNMA-Marital
                  difficulties

              
	
                006

              	
                FNMA-Curtailment
                  of income

              
	
                007

              	
                FNMA-Excessive
                  Obligation

              
	
                008

              	
                FNMA-Abandonment
                  of property

              
	
                009

              	
                FNMA-Distant
                  employee transfer

              
	
                011

              	
                FNMA-Property
                  problem

              
	
                012

              	
                FNMA-Inability
                  to sell property

              
	
                013

              	
                FNMA-Inability
                  to rent property

              
	
                014

              	
                FNMA-Military
                  Service

              
	
                015

              	
                FNMA-Other

              
	
                016

              	
                FNMA-Unemployment

              
	
                017

              	
                FNMA-Business
                  failure

              
	
                019

              	
                FNMA-Casualty
                  loss

              
	
                022

              	
                FNMA-Energy
                  environment costs

              
	
                023

              	
                FNMA-Servicing
                  problems

              
	
                026

              	
                FNMA-Payment
                  adjustment

              
	
                027

              	
                FNMA-Payment
                  dispute

              
	
                029

              	
                FNMA-Transfer
                  of ownership pending

              
	
                030

              	
                FNMA-Fraud

              
	
                031

              	
                FNMA-Unable
                  to contact borrower

              
	
                INC

              	
                FNMA-Incarceration

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      Exhibit
        2: Standard
        File Codes - Delinquency Reporting, Continued

      


       

      The
        FNMA
        Delinquent Status Code
        field
        should show the Status of Default as follows: 

       

      


      
        	
                Status
                  Code

              	
                Status
                  Description

              
	
                09

              	
                Forbearance

              
	
                17

              	
                Pre-foreclosure
                  Sale Closing Plan Accepted

              
	
                24

              	
                Government
                  Seizure

              
	
                26

              	
                Refinance

              
	
                27

              	
                Assumption

              
	
                28

              	
                Modification

              
	
                29

              	
                Charge-Off

              
	
                30

              	
                Third
                  Party Sale

              
	
                31

              	
                Probate

              
	
                32

              	
                Military
                  Indulgence

              
	
                43

              	
                Foreclosure
                  Started

              
	
                44

              	
                Deed-in-Lieu
                  Started

              
	
                49

              	
                Assignment
                  Completed

              
	
                61

              	
                Second
                  Lien Considerations

              
	
                62

              	
                Veteran’s
                  Affairs-No Bid

              
	
                63

              	
                Veteran’s
                  Affairs-Refund

              
	
                64

              	
                Veteran’s
                  Affairs-Buydown

              
	
                65

              	
                Chapter
                  7 Bankruptcy

              
	
                66

              	
                Chapter
                  11 Bankruptcy

              
	
                67

              	
                Chapter
                  13 Bankruptcy

              


      

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        G

      


      REQUEST
        FOR RELEASE OF DOCUMENTS AND RECEIPT

      


      RE: Mortgage
        Loan #___________________________________

      BORROWER:__________________________________________________

      PROPERTY:
        __________________________________________________

      


      


      Pursuant
        to a Purchase, Warranties and Servicing Agreement (the "Agreement") between
        the
        Company and the Purchaser, the undersigned hereby certifies that he or she
        is an
        officer of the Company requesting release of the documents for the reason
        specified below. The undersigned further certifies that:

      


      (Check
        one of the items below)

      


      _____ On
        _________________, the above captioned mortgage loan was paid in full or
        that
        the Company has been notified that payment in full has been or will be escrowed.
        The Company hereby certifies that all amounts with respect to this loan which
        are required under the Agreement have been or will be deposited in the Custodial
        Account as required.

      


      _____ The
        above
        captioned loan is being repurchased pursuant to the terms of the Agreement.
        The
        Company hereby certifies that the repurchase price has been credited to the
        Custodial Account as required under the Agreement.

      


      _____ The
        above
        captioned loan is being placed in foreclosure and the original documents
        are
        required to proceed with the foreclosure action. The Company hereby certifies
        that the documents will be returned to the Purchaser in the event of
        reinstatement.

      


      _____ Other
        (explain)

      


      _______________________________________________________

      _______________________________________________________

      


      All
        capitalized terms used herein and not defined shall have the meanings assigned
        to them in the Agreement.

      


      Based
        on
        this certification and the indemnities provided for in the Agreement, please
        release to the Company all original mortgage documents in your possession
        relating to this loan.

      


      Dated:_________________

      


      By:________________________________

      Signature

      ___________________________________

      Title

      


      Send
        documents to: _____________________________________________

      _____________________________________________

      _____________________________________________

      


      Acknowledgement:

      


      Purchaser
        hereby acknowledges that all original documents previously released on the
        above
        captioned mortgage loan have been returned and received by the
        Purchaser.

      


      


      Dated:________________

      


      By:________________________________

      Signature

      


      _______________________________

      Title


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      EXHIBIT
        H

      


      COMPANY’S
        UNDERWRITING GUIDELINES

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        I

       

      TERM
        SHEET

      


      This
        TERM
        SHEET (the "Term Sheet") dated _____________, by and among American Home
        Mortgage Corporation, with offices located at 520 Broadhollow Road, Melville,
        New York 11747 (the “Company”), American Home Mortgage Servicing, Inc., with
        offices located at 4600 Regent Boulevard, Suite 200, Irving, Texas 75063
        (the
        "Servicer"), and EMC Mortgage Corporation, a Delaware corporation, located
        at
        909 Hidden Ridge Drive, Suite 200, Irving, Texas 75038 (the "Purchaser")
        is made
        pursuant to the terms and conditions of that certain Purchase, Warranties
        and
        Servicing Agreement (the "Agreement") dated as of March 1, 2006, by and among
        the Company, the Servicer and the Purchaser, the provisions of which are
        incorporated herein as if set forth in full herein, as such terms and conditions
        may be modified or supplemented hereby. All initially capitalized terms used
        herein unless otherwise defined shall have the meanings ascribed thereto
        in the
        Agreement. 

      


      The
        Purchaser hereby purchases from the Company and the Company hereby sells
        to the
        Purchaser, all of the Company’s right, title and interest in and to the Mortgage
        Loans on a servicing retained basis described on the Mortgage Loan Schedule
        annexed hereto as Schedule
        I,
        pursuant to and in accordance with the terms and conditions set forth in
        the
        Agreement, as same may be supplemented or modified hereby. Hereinafter, the
        Servicer shall service the Mortgage Loans for the benefit of the Purchaser
        and
        all subsequent transferees of the Mortgage Loans pursuant to and in accordance
        with the terms and conditions set forth in the Agreement. 

      


      1. Definitions

      


      For
        purposes of the Mortgage Loans to be sold pursuant to this Term Sheet, the
        following terms shall have the following meanings:

      


      Aggregate
        Principal Balance

      (as
        of
        the Cut-Off Date):    

      


      Closing
        Date:    

      


      Custodian:    

      


      Cut-off
        Date:    

      


      Initial
        Weighted Average

      Mortgage
        Loan Remittance Rate:  

      


      Mortgage
        Loan:    

      


      Purchase
        Price Percentage:   

      


      Servicing
        Fee Rate:   

      Additional
        Closing Conditions: 

      


      In
        addition to the conditions specified in the Agreement, the obligation of
        each of
        the Company and the Purchaser is subject to the fulfillment, on or prior
        to the
        applicable Closing Date, of the following additional conditions: [None].
        

      


      Additional
        Loan Documents: 

      


      In
        addition to the contents of the Mortgage File specified in the Agreement,
        the
        following documents shall be delivered with respect to the Mortgage Loans:
        [None]

      


      [Additional]
        [Modification] of Representations and Warranties:

       

      [In
        addition to the representations and warranties set forth in the Agreement,
        as of
        the date hereof, the Company makes the following additional representations
        and
        warranties with respect to the Mortgage Loans: [None]. [Notwithstanding anything
        to the contrary set forth in the Agreement, with respect to each Mortgage
        Loan
        to be sold on the Closing Date, the representation and warranty set forth
        in
        Section ______ of the Agreement shall be modified to read as
        follows:]

      


      Except
        as
        modified herein, Section ______ of the Agreement shall remain in full force
        and
        effect as of the date hereof.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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.

       

      

        
          	 	
                  AMERICAN
                    HOME MORTGAGE CORPORATION

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 


        

      

      

        

          
            	 	
                    
                      EMC
                        MORTGAGE CORPORATION

                    

                  
	 	 	 
	 	
                    By:

                  	 
	 	
                    Name:

                  	 
	 	
                    Title:

                  	 


          

        

         

        
          

            
              	 	
                      
                        
                          AMERICAN
                            HOME MORTGAGE SERVICING, INC.

                        

                      

                    
	 	 	 
	 	
                      By:

                    	 
	 	
                      Name:

                    	 
	 	
                      Title:

                    	 


            

          

          
  

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

                
                

              

            




        

      

      SCHEDULE
        I

      


      MORTGAGE
        LOAN SCHEDULE


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        J

      


      RECONSTITUTED
        MORTGAGE LOAN REPORTING

      


      

        
          	
                  (a)

                	
                  Servicer
                    Mortgage Loan Number

                
	
                  (b)

                	
                  FNMA
                    Mortgage Loan Number (if applicable)

                
	
                  (c)

                	
                  Lender/Seller
                    Mortgage Loan Number (plus any other loan number)

                
	
                  (d)

                	
                  Month
                    end date/ date file created 

                
	
                  (e)

                	
                  Scheduled
                    Beginning Balance 

                
	
                  (f)

                	
                  Actual
                    Beginning Balance 

                
	
                  (g)

                	
                  Scheduled
                    Ending Balance 

                
	
                  (h)

                	
                  Actual
                    Ending Balance 

                
	
                  (i)

                	
                  Gross
                    Rate (current gross rate)

                
	
                  (j)

                	
                  Net
                    Rate (current passthrough)

                
	
                  (k)

                	
                  Last
                    Payment Date (LPI_DATE in Fannie's Laser Reporting)

                
	
                  (l)

                	
                  Next
                    Due Date

                
	
                  (m)

                	
                  Delinquency
                    Month (if available)

                
	
                  (n)

                	
                  Default
                    Flag, i.e. FC, REO, etc. (if applicable)

                
	
                  (o)

                	
                  Pay-In-Full
                    Date (Mortgage Loan paid off by Mortgagor)

                
	
                  (p)

                	
                  Foreclosure
                    start date

                
	
                  (q)

                	
                  Foreclosure
                    end date

                
	
                  (r)

                	
                  REO
                    Property date

                
	
                  (s)

                	
                  With
                    respect to Liquidated Mortgage
                    Loans:

                


        

        
          	 	
                  (i)

                	
                  claim
                    date

                
	 	
                  (ii)
                    

                	
                  claim
                    amount

                
	 	
                  (iii)
                    

                	
                  proceeds

                
	 	
                  (iv)
                    

                	
                  amount
                    of loss or gain (as applicable) 

                
	 	
                  (v)
                    

                	
                  the
                    date of the loss or gain.

                
	 	
                  (vi)
                    

                	
                  the
                    liquidation reason (paid in full or repurchased out of deal)
                    

                


        

        
          	
                  (t)

                	
                  Fannie's
                    Laser Reporting (For FNMA loans)

                	 


        

        
          	 	
                  (i)
                    

                	
                  Action
                    Code (for default or paid off Mortgage Loans; i.e. 60, 65,
                    etc.)

                
	 	
                  (ii)
                    

                	
                  Action
                    Date

                
	 	
                  (iii)
                    

                	
                  Remit
                    Prin (submitted principal amount)

                
	 	
                  (iv)
                    

                	
                  Remit
                    Int (submitted interest amount)

                
	 	
                  (v)
                    

                	
                  Pool/Invest
                    indicator (indicating Schedule/Schedule or Actual/Actual
                    pool)

                


        

        
 

      

       

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        K

      


      COMPANY’S
        OBLIGATIONS IN CONNECTION 

      WITH
        A
        RECONSTITUTION

      


      • The
        Servicer shall (i) possess the ability to service to a securitization documents;
        (ii) service on a “Scheduled/Scheduled” reporting basis (advancing through the
        liquidation of an REO Property), (iii) make compensating interest payments
        on
        payoffs and curtailments, (iv) report to a Master Servicer in format acceptable
        to such Master Servicer by the 10th calendar day of each month, and (v) remit
        to
        a Master Servicer in format acceptable to such Master Servicer by the 18th
        calendar day of each month, and if such 18th
        calendar
        day is not a Business Day, the Business Day immediately preceding the
        18th
        calendar
        day)..

      .

      


      • The
        Servicer shall provide an acceptable annual certification (officer’s
        certificate) to the Master Servicer (as required by the Sarbanes-Oxley Act
        of
        2002) as well as any other annual certifications required under the
        securitization documents (i.e. the annual statement as to compliance/annual
        independent certified public accountants’ servicing report due by March 15 of
        each year).

      


      • The
        Servicer shall allow for the Purchaser, the Master Servicer or their designee
        to
        perform a review of audited financials and net worth of the
        Servicer.

      


      • The
        Servicer shall provide a Uniform Single Attestation Program certificate and
        Management Assertion as requested by the Master Servicer or the
        Purchaser.

      


      • The
        Servicer shall provide information on each Custodial Account as requested
        by the
        Master Servicer or the Purchaser, and each Custodial Accounts shall comply
        with
        the requirements for such accounts as set forth in the securitization
        documents.

      


      • The
        Servicer shall maintain its servicing system in accordance with the requirements
        of the Master Servicer.

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        L

      


      FORM
        OF
        COMPANY CERTIFICATION

      


      Re: The
        [     ]
        agreement dated as of [     l,
        200[     ] (the “Agreement”),
        among [IDENTIFY PARTIES]

      


      I,
        ____________________________, the _______________________ of [NAME OF COMPANY]
        (the “Company”), certify to [the Purchaser], [the Depositor], and the [Master
        Servicer] [Securities Administrator] [Trustee], and their officers, with
        the
        knowledge and intent that they will rely upon this certification,
        that:

      


      I
        have
        reviewed the servicer compliance statement of the Company provided in accordance
        with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
        assessment of the Company’s compliance with the servicing criteria set forth in
        Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
        with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
        (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
        Assessment”), the registered public accounting firm’s attestation report
        provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
        and
        Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing
        reports, officer’s certificates and other information relating to the servicing
        of the Mortgage Loans by the Company during 200[ ] that were delivered by
        the
        Company to the [Depositor] [Master Servicer] [Securities Administrator]
        [Trustee] pursuant to the Agreement (collectively, the “Company Servicing
        Information”);

      


      Based
        on
        my knowledge, the Company Servicing Information, taken as a whole, does not
        contain any untrue statement of a material fact or omit to state a material
        fact
        necessary to make the statements made, in the light of the circumstances
        under
        which such statements were made, not misleading with respect to the period
        of
        time covered by the Company Servicing Information;

      


      Based
        on
        my knowledge, all of the Company Servicing Information required to be provided
        by the Company under the Agreement has been provided to the [Depositor] [Master
        Servicer] [Securities Administrator] [Trustee];

      


      I
        am
        responsible for reviewing the activities performed by the Company as servicer
        under the Agreement, and based on my knowledge and the compliance review
        conducted in preparing the Compliance Statement and except as disclosed in
        the
        Compliance Statement, the Servicing Assessment or the Attestation Report,
        the
        Company has fulfilled its obligations under the Agreement in all material
        respects; and

      


      The
        Compliance Statement required to be delivered by the Company pursuant to
        this
        Agreement, and the Servicing Assessment and Attestation Report required to
        be
        provided by the Company and by any Subservicer and Subcontractor pursuant
        to the
        Agreement, have been provided to the [Depositor] [Master Servicer]. Any material
        instances of noncompliance described in such reports have been disclosed
        to the
        [Depositor] [Master Servicer]. Any material instance of noncompliance with
        the
        Servicing Criteria has been disclosed in such reports.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        M

      


      SUMMARY
        OF REGULATION AB

      SERVICING
        CRITERIA

      


      NOTE:
        This Exhibit M is provided for convenience of reference only. In the event
        of a
        conflict or inconsistency between the terms of this Exhibit M and the text
        of
        Regulation AB, the text of Regulation AB, its adopting release and other
        public
        statements of the SEC shall control. 

      


      Item
        1122(d)

       

      
        	 	
                (a)

              	
                General
                  servicing considerations.

              


      

       

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

       

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

       

      (3) Any
        requirements in the transaction agreements to maintain a back-up servicer
        for
        the mortgage loans are maintained.

       

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

       

      
        	 	
                (b)

              	
                Cash
                  collection and administration.

              


      

       

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

       

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

       

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

       

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

       

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

       

      (6) Unissued
        checks are safeguarded so as to prevent unauthorized access.

       

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

       

      
        	 	
                (c)

              	
                Investor
                  remittances and reporting.

              


      

       

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

       

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

       

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

       

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

       

      
        	 	
                (d)

              	
                Mortgage
                  Loan administration.

              


      

       

      (1) Collateral
        or security on mortgage loans is maintained as required by the transaction
        agreements or related mortgage loan documents.

       

      (2) Mortgage
        loan and related documents are safeguarded as required by the transaction
        agreements.

       

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

       

      (4) Payments
        on mortgage loans, including any payoffs, made in accordance with the related
        mortgage loan 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 mortgage loan
        documents.

       

      (5) The
        Servicer’s records regarding the mortgage loans agree with the Servicer’s
        records with respect to an obligor’s unpaid principal balance.

       

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

       

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

       

      (8) Records
        documenting collection efforts are maintained during the period a mortgage
        loan
        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 mortgage loans including, for example, phone calls, letters and
        payment rescheduling plans in cases where delinquency is deemed temporary
        (e.g.,
        illness or unemployment).

       

      (9) Adjustments
        to interest rates or rates of return for mortgage loans with variable rates
        are
        computed based on the related mortgage loan documents.

       

      (10) Regarding
        any funds held in trust for an obligor (such as escrow accounts): (A) such
        funds
        are analyzed, in accordance with the obligor’s mortgage loan 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 mortgage loan documents and state laws; and (C)
        such
        funds are returned to the obligor within 30 calendar days of full repayment
        of
        the related mortgage loans, or such other number of days specified in the
        transaction agreements.

       

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

       

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

       

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

       

      (14) Delinquencies,
        charge-offs and uncollectable accounts are recognized and recorded in accordance
        with the transaction agreements.

       

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

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        N

      


      SUMMARY
        OF APPLICABLE REGULATION AB REQUIREMENTS

      


      NOTE:
        This Exhibit N is provided for convenience of reference only. In the event
        of a
        conflict or inconsistency between the terms of this Exhibit N and the text
        of
        Regulation AB, the text of Regulation AB, its adopting release and other
        public
        statements of the SEC shall control. 

       

      Item
        1105(a)(1)-(3) and (c)

      


      -Provide
        static pool information with respect to mortgage loans that were originated
        or
        purchased by the Company and which are of the same type as the Mortgage
        Loans.

       

      -Provide
        static pool information regarding delinquencies, cumulative losses and
        prepayments for prior securitized pools of the Company.

       

      -If
        the
        Company has less than 3 years experience securitizing assets of the same
        type as
        the Mortgage Loans, provide the static pool information by vintage origination
        years regarding loans originated or purchased by the Company, instead of
        by
        prior securitized pool. A vintage origination year represents mortgage loans
        originated during the same year.

       

      -Such
        static pool information shall be for the prior five years, or for so long
        as the
        Company has been originating or purchasing (in the case of data by vintage
        origination year) or securitizing (in the case of data by prior securitized
        pools) such mortgage loans if for less than five years.

       

      -The
        static pool information for each vintage origination year or prior securitized
        pool, as applicable, shall be presented in monthly increments over the life
        of
        the mortgage loans included in the vintage origination year or prior securitized
        pool.

       

      -Provide
        summary information for the original characteristics of the prior securitized
        pools or vintage origination years, as applicable and material, including:
        number of pool assets, original pool balance, weighted average initial loan
        balance, weighted average mortgage rate, weighted average and minimum and
        maximum FICO, product type, loan purpose, weighted average and minimum and
        maximum LTV, distribution of loans by mortgage rate, and geographic
        concentrations of 5% or more.

       

      


      Item
        1108(b) and (c)

      


      Provide
        the following information with respect to each servicer that will service,
        including interim service, 20% or more of the mortgage loans in any loan
        group
        in the securitization issued in the Securitization Transaction: 

       

      -a
        description of the Company’s form of organization;

       

      -a
        description of how long the Company has been servicing residential mortgage
        loans; a general discussion of the Company’s experience in servicing assets of
        any type as well as a more detailed discussion of the Company’s experience in,
        and procedures for the servicing function it will perform under this Agreement
        and any Reconstitution Agreements; information regarding the size, composition
        and growth of the Company’s portfolio of mortgage loans of the type similar to
        the Mortgage Loans and information on factors related to the Company that
        may be
        material to any analysis of the servicing of the Mortgage Loans or the related
        asset-backed securities, as applicable, including whether any default or
        servicing related performance trigger has occurred as to any other
        securitization due to any act or failure to act of the Company, whether any
        material noncompliance with applicable servicing criteria as to any other
        securitization has been disclosed or reported by the Company, and the extent
        of
        outsourcing the Company uses;

       

      -a
        description of any material changes to the Company’s policies or procedures in
        the servicing function it will perform under this Agreement and any
        Reconstitution Agreements for mortgage loans of the type similar to the Mortgage
        Loans during the past three years;

       

      -information
        regarding the Company’s financial condition to the extent that there is a
        material risk that the effect on one or more aspects of servicing resulting
        from
        such financial condition could have a material impact on the performance
        of the
        securities issued in the Securitization Transaction, or on servicing of mortgage
        loans of the same asset type as the Mortgage Loans;

       

      -any
        special or unique factors involved in servicing loans of the same type as
        the
        Mortgage Loans, and the Company’s processes and procedures designed to address
        such factors;

       

      -statistical
        information regarding principal and interest advances made by the Company
        on the
        Mortgage Loans and the Company’s overall servicing portfolio for the past three
        years; and

       

      -the
        Company’s process for handling delinquencies, losses, bankruptcies and
        recoveries, such as through liquidation of REO Properties, foreclosure, sale
        of
        the Mortgage Loans or workouts.

       

      Item
        1110(a)

      


      -Identify
        any originator or group of affiliated originators that originated, or is
        expected to originate, 10% or more of the mortgage loans in any loan group
        in
        the securitization issued in the Securitization Transaction.

       

      


      Item
        1110(b)

      


      Provide
        the following information with respect to any originator or group of affiliated
        originators that originated, or is expected to originate, 20% or more of
        the
        mortgage loans in any loan group in the securitization issued in the
        Securitization Transaction:

       

      -the
        Company’s form of organization; and

       

      -a
        description of the Company’s origination program and how long the Company has
        been engaged in originating residential mortgage loans, which description
        must
        include a discussion of the Company’s experience in originating mortgage loans
        of the same type as the Mortgage Loans and information regarding the size
        and
        composition of the Company’s origination portfolio as well as information that
        may be material to an analysis of the performance of the Mortgage Loans,
        such as
        the Company’s credit-granting or underwriting criteria for mortgage loans of the
        same type as the Mortgage Loans.

       

      


      Item
        1117

      


      -describe
        any legal proceedings pending against the Company or against any of its
        property, including any proceedings known to be contemplated by governmental
        authorities, that may be material to the holders of the securities issued
        in the
        Securitization Transaction.

       

      


      Item
        1119(a)

      


      -describe
        any affiliations of the Company, each other originator of the Mortgage Loans
        and
        each Subservicer with the sponsor, depositor, issuing entity, trustee, any
        originator, any other servicer, any significant obligor, enhancement or support
        provider or any other material parties related to the Securitization
        Transaction.

       

      


      Item
        1119(b)

      


      -describe
        any business relationship, agreement, arrangement, transaction or understanding
        entered into outside of the ordinary course of business or on terms other
        than
        those obtained in an arm’s length transaction with an unrelated third party,
        apart from the Securitization Transaction, between the Company, each other
        originator of the Mortgage Loans and each Subservicer, or their respective
        affiliates, and the sponsor, depositor or issuing entity or their respective
        affiliates, that exists currently or has existed during the past two years,
        that
        may be material to the understanding of an investor in the securities issued
        in
        the Securitization Transaction.

       

      Item
        1119(c)

      


      -describe
        any business relationship, agreement, arrangement, transaction or understanding
        involving or relating to the Mortgage Loans or the Securitization Transaction,
        including the material terms and approximate dollar amount involved, between
        the
        Company, each other originator of the Mortgage Loans and each Subservicer,
        or
        their respective affiliates and the sponsor, depositor or issuing entity
        or
        their respective affiliates, that exists currently or has existed during
        the
        past two years.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        O

      


      SERVICING
        CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

      


      The
        assessment of compliance to be delivered by [the Company] [Name of Subservicer]
        shall address, at a minimum, the criteria identified as below as “Applicable
        Servicing Criteria”:

      

        
          	
                  Servicing
                    Criteria 

                	
                  Applicable
                    Servicing Criteria

                
	
                  Reference

                	
                  Criteria

                	
                   

                
	
                   

                	
                  General
                    Servicing Considerations

                	
                   

                
	
                  1122(d)(1)(i)

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

                	
                  X

                
	
                  1122(d)(1)(ii)

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

                	
                  X

                
	
                  1122(d)(1)(iii)

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

                	 
	
                  1122(d)(1)(iv)

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

                	
                  X

                
	
                   

                	
                  Cash
                    Collection and Administration

                	 
	
                  1122(d)(2)(i)

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

                	
                  X

                
	
                  1122(d)(2)(ii)

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

                	
                  X

                
	
                  1122(d)(2)(iii)

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

                	
                  X

                
	
                  1122(d)(2)(iv)

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

                	
                  X

                
	
                  1122(d)(2)(v)

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

                	
                  X

                
	
                  1122(d)(2)(vi)

                	
                  Unissued
                    checks are safeguarded so as to prevent unauthorized
                    access.

                	
                  X

                
	
                  1122(d)(2)(vii)

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

                	
                  X

                
	
                   

                	
                  Investor
                    Remittances and Reporting

                	 
	
                  1122(d)(3)(i)

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

                	
                  X

                
	
                  1122(d)(3)(ii)

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

                	
                  X

                
	
                  1122(d)(3)(iii)

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

                	
                  X

                
	
                  1122(d)(3)(iv)

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

                	
                  X

                
	
                   

                	
                  Pool
                    Asset Administration

                	 
	
                  1122(d)(4)(i)

                	
                  Collateral
                    or security on mortgage loans is maintained as required by the
                    transaction
                    agreements or related mortgage loan documents.

                	
                  X

                
	
                  1122(d)(4)(ii)

                	
                  Mortgage
                    loan and related documents are safeguarded as required by the
                    transaction
                    agreements

                	
                  X

                
	
                  1122(d)(4)(iii)

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

                	
                  X

                
	
                  1122(d)(4)(iv)

                	
                  Payments
                    on mortgage loans, including any payoffs, made in accordance
                    with the
                    related mortgage loan 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 mortgage loan documents.

                	
                  X

                
	
                  1122(d)(4)(v)

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

                	
                  X

                
	
                  1122(d)(4)(vi)

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

                	
                  X

                
	
                  1122(d)(4)(vii)

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

                	
                  X

                
	
                  1122(d)(4)(viii)

                	
                  Records
                    documenting collection efforts are maintained during the period
                    a mortgage
                    loan 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 mortgage loans including,
                    for example,
                    phone calls, letters and payment rescheduling plans in cases
                    where
                    delinquency is deemed temporary (e.g., illness or
                    unemployment).

                	
                  X

                
	
                  1122(d)(4)(ix)

                	
                  Adjustments
                    to interest rates or rates of return for mortgage loans with
                    variable
                    rates are computed based on the related mortgage loan
                    documents.

                	
                  X

                
	
                  1122(d)(4)(x)

                	
                  Regarding
                    any funds held in trust for an obligor (such as escrow accounts):
                    (A) such
                    funds are analyzed, in accordance with the obligor’s mortgage loan
                    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 mortgage
                    loan
                    documents and state laws; and (C) such funds are returned to
                    the obligor
                    within 30 calendar days of full repayment of the related mortgage
                    loans,
                    or such other number of days specified in the transaction
                    agreements.

                	
                  X

                
	
                  1122(d)(4)(xi)

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

                	
                  X

                
	
                  1122(d)(4)(xii)

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

                	
                  X

                
	
                  1122(d)(4)(xiii)

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

                	
                  X

                
	
                  1122(d)(4)(xiv)

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

                	
                  X

                
	
                  1122(d)(4)(xv)

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

                	 
	
                   

                	
                   

                	
                   

                

 

      

       

      

        
          	 	
                  [WELLS
                    FARGO BANK, N.A.] [U.S. Bank National Association]

                
	 	 	 
	 	Date:	 
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 


        

      

       

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      EXHIBIT
        P

      


      REPORTING
        DATA FOR REALIZED LOSSES AND GAINS

      


      Calculation
        of Realized Loss/Gain Form 332- Instruction Sheet

      


      NOTE:
        Do not net or combine items. Show all expenses individually and all credits
        as
        separate line items. Claim packages are due on the remittance report date.
        Late
        submissions may result in claims not being passed until the following month.
        The
        Servicer is responsible to remit all funds pending loss approval and /or
        resolution of any disputed items. 

      


       

      The
        numbers on the 332 form correspond with the numbers listed
        below.

       

      Liquidation
        and Acquisition Expenses:

       

      1.          
         The
        Actual Unpaid Principal Balance of the Mortgage Loan. For documentation,
        an
        Amortization Schedule from date of default through liquidation breaking out
        the
        net interest and servicing fees advanced is required.

       

       

      2.         
         The
        Total
        Interest Due less the aggregate amount of servicing fee that would have been
        earned if all delinquent payments had been made as agreed. For documentation,
        an
        Amortization Schedule from date of default through liquidation breaking out
        the
        net interest and servicing fees advanced is required.

      3.         
          Accrued
        Servicing Fees based upon the Scheduled Principal Balance of the Mortgage
        Loan
        as calculated on a monthly basis. For documentation, an Amortization Schedule
        from date of default through liquidation breaking out the net interest and
        servicing fees advanced is required.

      4-12.      
         Complete
        as applicable. Required documentation:

      *
        For
        taxes and insurance advances - see page 2 of 332 form - breakdown required
        showing period

      of
        coverage, base tax, interest, penalty. Advances prior to default require
        evidence of servicer efforts to recover advances.

      *
        For
        escrow advances - complete payment history 

      (to
        calculate advances from last positive escrow balance forward)

      *
        Other
        expenses -  copies of corporate advance history showing all payments


      *
        REO
        repairs > $1500 require explanation

      *
        REO
        repairs >$3000 require evidence of at least 2 bids.

      *
        Short
        Sale or Charge Off require P&L supporting the decision and WFB’s approved
        Officer Certificate 

      *
        Unusual
        or extraordinary items may require further documentation. 

      13.           The
        total
        of lines 1 through 12.

      Credits:
        

       

      14-21.    
         Complete
        as applicable. Required documentation:

      *
        Copy of
        the HUD 1 from the REO sale. If a 3rd
        Party
        Sale, bid instructions and Escrow Agent / Attorney

      Letter
        of
        Proceeds Breakdown.

      *
        Copy of
        EOB for any MI or gov't guarantee 

      *
        All
        other credits need to be clearly defined on the 332
        form      
     

       

      
        	 	
                22.

              	
                The
                  total of lines 14 through 21.

              


      

       

       

      Please
        Note: For
        HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for
        Part
        B/Supplemental proceeds.

       

      Total
        Realized Loss (or Amount of Any Gain)

       

      23.         
         The
        total
        derived from subtracting line 22 from 13. If the amount represents a realized
        gain, show the amount in parenthesis ( ). 

       

      
        	
                Calculation
                  of Realized Loss/Gain Form
                  332

              


      

       

      
        
          	
                  Prepared
                    by: __________________

                	
                  Date:
                    _______________

                
	
                  Phone:
                    ______________________ 

                	
                  Email
                    Address:_____________________

                


        

      

       

      
        	
                Servicer
                  Loan No.

              	 	
                Servicer
                  Name

              	 	
                Servicer
                  Address 

                 

              


      

       

      WELLS
        FARGO BANK, N.A. Loan No._____________________________

       

      Borrower's
        Name: _________________________________________________________

      Property
        Address: _________________________________________________________

       

      Liquidation
        Type: REO Sale  
        3rd
        Party Sale  Short
        Sale     Charge
        Off 

       

      Was
        this loan granted a Bankruptcy deficiency or cramdown  Yes      No

      If
“Yes”,
        provide deficiency or cramdown amount
        _______________________________

       

      Liquidation
        and Acquisition
        Expenses:

      
        
          
            	 	 	 	 
	
                    (1)

                  	
                    Actual
                      Unpaid Principal Balance of Mortgage Loan

                  	
                    $
                      ______________

                  	
                    (1)

                  
	
                    (2)

                  	
                    Interest
                      accrued at Net Rate

                  	
                    ________________

                  	
                    (2)

                  
	
                    (3)

                  	
                    Accrued
                      Servicing Fees

                  	
                    ________________

                  	
                    (3)

                  
	
                    (4)

                  	
                    Attorney's
                      Fees

                  	
                    ________________

                  	
                    (4)

                  
	
                    (5)

                  	
                    Taxes

                  	
                    ________________

                  	
                    (5)

                  
	
                    (6)

                  	
                    Property
                      Maintenance

                  	
                    ________________

                  	
                    (6)

                  
	
                    (7)

                  	
                    MI/Hazard
                      Insurance Premiums

                  	
                    ________________

                  	
                    (7)

                  
	
                    (8)

                  	
                    Utility
                      Expenses

                  	
                    ________________

                  	
                    (8)

                  
	
                    (9)

                  	
                    Appraisal/BPO

                  	
                    ________________

                  	
                    (9)

                  
	
                    (10)

                  	
                    Property
                      Inspections

                  	
                    ________________

                  	
                    (10)

                  
	
                    (11)

                  	
                    FC
                      Costs/Other Legal Expenses

                  	
                    ________________

                  	
                    (11)

                  
	
                    (12)

                  	
                    Other
                      (itemize)

                  	
                    $________________

                  	
                    (12)

                  
	
                    Cash
                      for Keys__________________________

                  	 	
                    ________________

                  	 
	
                    HOA/Condo
                      Fees_______________________

                  	 	
                    ________________

                  	 
	
                    ______________________________________

                  	 	
                    ________________

                  	 
	
                    ______________________________________

                  	 	
                    ________________

                  	 
	
                    Total
                      Expenses

                  	 	
                    $
                      _______________

                  	
                    (13)

                  
	
                    Credits:

                  	 	 	 
	
                    (14)

                  	
                    Escrow
                      Balance

                  	
                    $
                      _______________

                  	
                    (14)

                  
	
                    (15)

                  	
                    HIP
                      Refund

                  	
                    ________________

                  	
                    (15)

                  
	
                    (16)

                  	
                    Rental
                      Receipts

                  	
                    ________________

                  	
                    (16)

                  
	
                    (17)

                  	
                    Hazard
                      Loss Proceeds

                  	
                    ________________

                  	
                    (17)

                  
	
                    (18)

                  	
                    Primary
                      Mortgage Insurance Proceeds

                  	
                    ________________

                  	
                    (18)

                  
	 	
                    HUD
                      Part A

                  	
                    ________________

                  	
                    (18a)

                  
	 	
                    HUD
                      Part B

                  	
                    ________________

                  	
                    (18b)

                  
	
                    (19)

                  	
                    Pool
                      Insurance Proceeds

                  	
                    ________________

                  	
                    (19)

                  
	
                    (20)

                  	
                    Proceeds
                      from Sale of Acquired Property

                  	
                    ________________

                  	
                    (20)

                  
	
                    (21)

                  	
                    Other
                      (itemize)

                  	
                    ________________

                  	
                    (21)

                  
	
                    _________________________________________

                  	 	
                    _________________

                  	 
	
                    _________________________________________

                  	 	
                    _________________

                  	 
	
                    Total
                      Credits

                  	
                    $________________

                  	
                    (22)

                  	 
	
                    Total
                      Realized Loss (or Amount of Gain)

                  	
                    $________________

                  	
                    (23)

                  	 


          

        

      

       

      Escrow
        Disbursement Detail

      


      


      
        	
                Type

                (Tax
                  /Ins.)

              	
                Date
                  Paid

              	
                Period
                  of Coverage

              	
                Total
                  Paid

              	
                Base
                  Amount

              	
                Penalties

              	
                Interest

              
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


      

      


       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      Q-2

     

    HSBC
      SERVICING AGREEMENT

     

     

    


    
 

    EMC
      MORTGAGE CORPORATION

    Purchaser,
      

    


    


    HSBC
      MORTGAGE CORPORATION (USA) 

    Company,

    


    AMENDED
      AND RESTATED

    PURCHASE,
      WARRANTIES AND SERVICING AGREEMENT

    


    Dated
      as
      of September 1, 2005

    
 

    (Fixed
      and Adjustable Rate Mortgage Loans)

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    TABLE
      OF CONTENTS

     

    
      
        	
                ARTICLE
                  I

              
	 	 
	 	 
	
                Section
                  1.01

              	
                Defined
                  Terms

              
	 	 
	
                ARTICLE
                  II

              
	 	 
	
                Section
                  2.01

              	
                Agreement
                  to Purchase

              
	
                Section
                  2.02

              	
                Purchase
                  Price

              
	
                Section
                  2.03

              	
                Servicing
                  of Mortgage Loans

              
	
                Section
                  2.04 

              	
                Record
                  Title and Possession of Mortgage Files; Maintenance
                  of Servicing Files

              
	
                Section
                  2.05 

              	
                Books
                  and Records

              
	
                Section
                  2.06 

              	
                Transfer
                  of Mortgage Loans

              
	
                Section
                  2.07 

              	
                Delivery
                  of Mortgage Loan Documents

              
	
                Section
                  2.08 

              	
                Quality
                  Control Procedure

              
	
                Section
                  2.09

              	
                Near-term
                  Principal Prepayments; Near Term Payment Defaults

              
	
                Section
                  2.10

              	
                Modification
                  of Obligations

              
	 	 
	
                ARTICLE
                  III

              
	 	 
	
                Section
                  3.01 

              	
                Representations
                  and Warranties of the Company

              
	
                Section
                  3.02

              	
                Representations
                  and Warranties as to Individual
                  Mortgage Loans

              
	
                Section
                  3.03

              	
                Repurchase;
                  Substitution

              
	
                Section
                  3.04

              	
                Representations
                  and Warranties of the Purchaser

              
	 	 
	
                ARTICLE
                  IV

              
	 	 
	
                Section
                  4.01

              	
                Company
                  to Act as Servicer

              
	
                Section
                  4.02

              	
                Collection
                  of Mortgage Loan Payments

              
	
                Section
                  4.03

              	
                Realization
                  Upon Defaulted Mortgage Loans

              
	
                Section
                  4.04

              	
                Establishment
                  of Custodial Accounts; Deposits
                  in Custodial Accounts

              
	
                Section
                  4.05

              	
                Permitted
                  Withdrawals from the Custodial Account

              
	
                Section
                  4.06

              	
                Establishment
                  of Escrow Accounts; Deposits
                  in Escrow Accounts

              
	
                Section
                  4.07

              	
                Permitted
                  Withdrawals From Escrow Account

              
	
                Section
                  4.08

              	
                Payment
                  of Taxes, Insurance and Other Charges;
                  Maintenance of Primary Mortgage Insurance
                  Policies; Collections Thereunder

              
	
                Section
                  4.09

              	
                Transfer
                  of Accounts 

              
	
                Section
                  4.10

              	
                Maintenance
                  of Hazard Insurance

              
	
                Section
                  4.11

              	
                Maintenance
                  of Mortgage Impairment Insurance
                  Policy

              
	
                Section
                  4.12

              	
                Fidelity
                  Bond, Errors and Omissions Insurance

              
	
                Section
                  4.13

              	
                Title,
                  Management and Disposition of REO Property

              
	
                Section
                  4.14

              	
                Notification
                  of Maturity Date

              
	 	 
	
                ARTICLE
                  V

              
	 	 
	
                Section
                  5.01

              	
                Distributions

              
	
                Section
                  5.02

              	
                Statements
                  to the Purchaser

              
	
                Section
                  5.03

              	
                Monthly
                  Advances by the Company

              
	
                Section
                  5.04

              	
                Liquidation
                  Reports

              
	 	 
	
                ARTICLE
                  VI

              
	 	 
	
                Section
                  6.01

              	
                Assumption
                  Agreements

              
	
                Section
                  6.02

              	
                Satisfaction
                  of Mortgages and Release of
                  Mortgage Files

              
	
                Section
                  6.03

              	
                Servicing
                  Compensation

              
	
                Section
                  6.04

              	
                Annual
                  Statement as to Compliance

              
	
                Section
                  6.05

              	
                Annual
                  Independent Certified Public Accountants’
                  Servicing Report

              
	
                Section
                  6.06

              	
                Purchaser’s
                  Right to Examine Company Records

              
	 	 
	
                ARTICLE
                  VII

              
	 	 
	
                Section
                  7.01

              	
                Company
                  Shall Provide Information as Reasonably Required

              
	 	 
	
                ARTICLE
                  VIII

              
	 	 
	
                Section
                  8.01

              	
                Indemnification;
                  Third Party Claims

              
	
                Section
                  8.02

              	
                Merger
                  or Consolidation of the Company

              
	
                Section
                  8.03

              	
                Limitation
                  on Liability of the Company and Others

              
	
                Section
                  8.04

              	
                Company
                  Not to Assign or Resign

              
	
                Section
                  8.05

              	
                No
                  Transfer of Servicing

              
	 	 
	
                ARTICLE
                  IX

              
	 	 
	
                Section
                  9.01

              	
                Events
                  of Default

              
	
                Section
                  9.02

              	
                Waiver
                  of Defaults

              
	 	 
	
                ARTICLE
                  X

              
	 	 
	
                Section
                  10.01

              	
                Termination

              
	
                Section
                  10.02

              	
                Termination
                  without cause

              
	 	 
	
                ARTICLE
                  XI

              
	 	 
	
                Section
                  11.01

              	
                Successor
                  to the Company

              
	
                Section
                  11.02

              	
                Amendment

              
	
                Section
                  11.03

              	
                Recordation
                  of Agreement

              
	
                Section
                  11.04

              	
                Governing
                  Law

              
	
                Section
                  11.05

              	
                Notices

              
	
                Section
                  11.06

              	
                Severability
                  of Provisions

              
	
                Section
                  11.07

              	
                Exhibits

              
	
                Section
                  11.08

              	
                General
                  Interpretive Principles

              
	
                Section
                  11.09

              	
                Reproduction
                  of Documents

              
	
                Section
                  11.10

              	
                Confidentiality
                  of Information

              
	
                Section
                  11.11

              	
                Recordation
                  of Assignment of Mortgage

              
	
                Section
                  11.12

              	
                Assignment
                  by Purchaser

              
	
                Section
                  11.13

              	
                No
                  Partnership

              
	
                Section
                  11.14

              	
                Execution:
                  Successors and Assigns

              
	
                Section
                  11.15

              	
                Entire
                  Agreement

              
	
                Section
                  11.16

              	
                No
                  Solicitation

              
	
                Section
                  11.17

              	
                Closing

              
	
                Section
                  11.18

              	
                Cooperation
                  of Company with Reconstitution

              
	
                Section
                  11.19

              	
                Monthly
                  Reporting with Respect to a
                  Reconstitution

              


      



    EXHIBITS

    
      

        
          	
                  A

                	
                  Contents
                    of Mortgage File

                
	
                  B

                	
                  Custodial
                    Account Letter Agreement

                
	
                  C

                	
                  Escrow
                    Account Letter Agreement

                
	
                  D

                	
                  Form
                    of Assignment, Assumption and Recognition Agreement

                
	
                  E

                	
                  Form
                    of Trial Balance

                
	
                  F

                	
                  [reserved]

                
	
                  G

                	
                  Request
                    for Release of Documents and Receipt

                
	
                  H

                	
                  Company’s
                    Underwriting Guidelines

                
	
                  I

                	
                  Form
                    of Term Sheet

                
	
                  J

                	
                  Reconstituted
                    Mortgage Loan
                    Reporting

                


        

      



    


    
      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

    

    



     

    This
      is
      an Amended and Restated Purchase, Warranties and Servicing Agreement, dated
      as
      of September 1, 2005, which amends and restates the Purchase, Warranties and
      Servicing Agreement, originally dated May 1, 2002, each between EMC MORTGAGE
      CORPORATION, as Purchaser, with offices located at Mac Arthur Ridge II, 909
      Hidden Ridge Drive, Suite 200, Irving, Texas 75038 (the "Purchaser") and HSBC
      Mortgage Corporation (USA), with offices located at 2929 Walden Avenue, Depew,
      New York 14043 (the "Company").

     

    W
      I T
      N E S S E T H :

     

    WHEREAS,
      the Purchaser has heretofore agreed to purchase from the Company and the Company
      has heretofore agreed to sell to the Purchaser, from time to time, certain
      Mortgage Loans on a servicing retained basis; 

    


    WHEREAS,
      each of the Mortgage Loans is secured by a mortgage, deed of trust or other
      security instrument creating a first lien on a residential dwelling located
      in
      the jurisdiction indicated on the Mortgage Loan Schedule, which is annexed
      to
      the related Term Sheet; and

    


    WHEREAS,
      the Purchaser and the Company wish to prescribe the representations and
      warranties of the Company with respect to itself and the Mortgage Loans and
      the
      management, servicing and control of the Mortgage Loans;

    


    NOW,
      THEREFORE, in consideration of the mutual agreements hereinafter set forth,
      and
      for other good and valuable consideration, the receipt and adequacy of which
      is
      hereby acknowledged, the Purchaser and the Company agree as
      follows:

    


    


    
      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

    

    



    


    ARTICLE
      I

    


    DEFINITIONS

    


    Section
      1.01 Defined
      Terms.

    


    Whenever
      used in this Agreement, the following words and phrases, unless the context
      otherwise requires, shall have the following meaning specified in this
      Article:

    


    Accepted
      Servicing Practices:
      With
      respect to any Mortgage Loan, those mortgage servicing practices (including
      collection procedures) of prudent mortgage banking institutions which service
      mortgage loans of the same type as such Mortgage Loan in the jurisdiction where
      the related Mortgaged Property is located, and which are in accordance with
      Fannie Mae servicing practices and procedures, for MBS pool mortgages, as
      defined in the Fannie Mae Guides including future updates. 

    


    Adjustment
      Date:
      As to
      each adjustable rate Mortgage Loan, the date on which the Mortgage Interest
      Rate
      is adjusted in accordance with the terms of the related Mortgage
      Note.

    


    Agreement:
      This
      Purchase, Warranties and Servicing Agreement including all exhibits hereto,
      amendments hereof and supplements hereto.

    


    Appraised
      Value:
      With
      respect to any Mortgaged Property, the lesser of (i) the value thereof as
      determined by an appraisal made for the originator of the Mortgage Loan at
      the
      time of origination of the Mortgage Loan by an appraiser who met the minimum
      requirements of Fannie Mae and FHLMC, and (ii) the purchase price paid for
      the
      related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage
      Loan, provided, however, in the case of a Refinanced Mortgage Loan, such value
      of the Mortgaged Property is based solely upon the value determined by an
      appraisal made for the originator of such Refinanced Mortgage Loan at the time
      of origination of such Refinanced Mortgage Loan by an appraiser who met the
      minimum requirements of FANNIE MAE and FHLMC. However in the case of a mortgage
      made on property in New York State value will always be determined by the
      appraisal for determining any requirement for primary mortgage insurance
      only.

    


    Assignment:
      An
      individual assignment of the Mortgage, notice of transfer or equivalent
      instrument, in recordable form, sufficient under the laws of the jurisdiction
      wherein the related Mortgaged Property is located to reflect of record the
      sale
      or transfer of the Mortgage Loan.

     

    BIF:
      The
      Bank Insurance Fund, or any successor thereto.

    


    Business
      Day:
      Any day
      other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the State
      of
      New York or (iii) a day on which banks in the State of New York are authorized
      or obligated by law or executive order to be closed.

    


    


    Buydown
      Agreement:
      An
      agreement between the Seller and a Mortgagor, or an agreement among the Company,
      a Mortgagor and a seller of a Mortgaged Property or a third party with respect
      to a Mortgage Loan which provides for the application of Buydown
      Funds.

    


    Buydown
      Funds:
      In
      respect of any Buydown Mortgage Loan, any amount contributed by seller of a
      Mortgaged Property subject to a Buydown Mortgage Loan, the buyer of such
      property, the Company or any other source, plus interest earned thereon, in
      order to enable the Mortgagor to reduce the payments required to be made from
      the mortgagor’s fund in the early years of a Mortgage Loan.

    


    Buydown
      Mortgage Loan:
      Any
      Mortgage Loan in respect of which, pursuant to a Buydown Agreement, (i) the
      Mortgagor pays less than the full monthly payments specified in the Mortgage
      Note for a specified period, and (ii) the difference between the payments
      required under such Buydown Agreement and the Mortgage Note is provided from
      Buydown Funds.

    


    Buydown
      Period:
      The
      period of time when a Buydown Agreement is in effect with respect to a related
      Buydown Mortgage Loan.

    


    Closing
      Date:
      With
      respect to any Mortgage Loan, the date stated on the related Term Sheet.


     

    Code:  The
      Internal Revenue Code of 1986, or any successor statute thereto.

    


    Company:
      HSBC
      Mortgage Corporation (USA), their successors in interest and assigns, as
      permitted by this Agreement.

    


    Condemnation
      Proceeds:
      All
      awards or settlements in respect of a Mortgaged Property, whether permanent
      or
      temporary, partial or entire, by exercise of the power of eminent domain or
      condemnation, to the extent not required to be released to a Mortgagor in
      accordance with the terms of the related Mortgage Loan Documents.

    


    Confirmation:
      The
      trade confirmation letter between the Purchaser and the Company which relates
      to
      the Mortgage Loans.

    


    Consumer
      Information:
       Information
      including, but not limited to, all personal information about Mortgagors that
      is
      supplied to the Purchaser by or on behalf of the Company.

    


    Co-op
      Lease:
      With
      respect to a Co-op Loan, the lease with respect to a dwelling unit occupied
      by
      the Mortgagor and relating to the stock allocated to the related dwelling
      unit.

    


    Co-op
      Loan:
      A
      Mortgage Loan secured by the pledge of stock allocated to a dwelling unit in
      a
      residential cooperative housing corporation and a collateral assignment of
      the
      related Co-op Lease.

    


    Credit
      Score:
      The
      credit score of the Mortgagor provided by Fair, Isaac & Company, Inc. or
      such other organization providing credit scores as per HSBC underwriting/program
      guidelines in affect at the time of the origination of a Mortgage
      Loan.

     

    Current
      Appraised Value: With
      respect to any Mortgaged Property, the value thereof as determined by an
      appraisal made for the Company (by an appraiser who met the requirements of
      the
      Company and Fannie Mae) at the request of a Mortgagor for the purpose of
      canceling a Primary Mortgage Insurance Policy in accordance with federal, state
      and local laws and regulations or otherwise made at the request of the Company
      or Mortgagor.

    


    Current
      LTV: The
      ratio
      of the Stated Principal Balance of a Mortgage Loan to the Current Appraised
      Value of the Mortgaged Property.

    


    Custodial
      Account:
      Each
      separate demand account or accounts created and maintained pursuant to Section
      4.04 which shall be entitled "[_____________________], in trust for the
      [Purchaser], Owner of Adjustable Rate Mortgage Loans" and shall be established
      in an Eligible Account, in the name of the Person that is the "Purchaser" with
      respect to the related Mortgage Loans.

     

    Custodian:
      With
      respect to any Mortgage Loan, the entity stated on the related Term Sheet,
      and
      its successors and assigns, as custodian for the Purchaser.

    


    Cut-off
      Date:
      With
      respect to any Mortgage Loan, the date stated on the related Term Sheet.


    


    Determination
      Date:
      The
      15th day (or if such 15th day is not a Business Day, the Business Day
      immediately preceding such 15th day) of the month of the related Remittance
      Date.

    


    Due
      Date:
      The day
      of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive
      of any days of grace, which is the first day of the month.

    


    Due
      Period:
      With
      respect to any Remittance Date, the period commencing on the second day of
      the
      month preceding the month of such Remittance Date and ending on the first day
      of
      the month of the Remittance Date.

    


    Eligible
      Account:
      An
      account established and maintained: (i) within FDIC insured accounts created,
      maintained and monitored by the Company so that all funds deposited therein
      are
      fully insured, or (ii) as a trust account with the corporate trust department
      of
      a depository institution or trust company organized under the laws of the United
      States of America or any one of the states thereof or the District of Columbia
      which is not affiliated with the Company (or any sub-servicer) or (iii) with
      an
      entity which is an institution whose deposits are insured by the FDIC, the
      unsecured and uncollateralized long-term debt obligations of which shall be
      rated “A2” or higher by Standard & Poor’s and “A” or higher by Fitch, Inc.
      or one of the two highest short-term ratings by any applicable Rating Agency,
      and which is either (a) a federal savings association duly organized, validly
      existing and in good standing under the federal banking laws, (b) an institution
      duly organized, validly existing and in good standing under the applicable
      banking laws of any state, (c) a national banking association under the federal
      banking laws, or (d) a principal subsidiary of a bank holding company, or (iv)
      if ownership of the Mortgage Loans is evidenced by mortgaged-backed securities,
      the equivalent required ratings of each Rating Agency, and held such that the
      rights of the Purchaser and the owner of the Mortgage Loans shall be fully
      protected against the claims of any creditors of the Company (or any
      sub-servicer) and of any creditors or depositors of the institution in which
      such account is maintained or (v) in a separate non-trust account without FDIC
      or other insurance in an Eligible Institution. In the event that a Custodial
      Account is established pursuant to clause (iii), (iv) or (v) of the preceding
      sentence, the Company shall provide the Purchaser with written notice on the
      Business Day following the date on which the applicable institution fails to
      meet the applicable ratings requirements.

    


    Eligible
      Institution:
      An
      institution having (i) the highest short-term debt rating, and one of the two
      highest long-term debt ratings of each Rating Agency; or (ii) with respect
      to
      any Custodial Account, an unsecured long-term debt rating of at least one of
      the
      two highest unsecured long-term debt ratings of each Rating Agency.

    


    Equity
      Take-Out Refinanced Mortgage Loan:
      A
      Refinanced Mortgage Loan the proceeds of which were in excess of the outstanding
      principal balance of the existing mortgage loan as defined in the HSBC
      underwriting manual in effect at the time of origination. 

    


    Escrow
      Account:
      Each
      separate trust account or accounts created and maintained pursuant to Section
      4.06 which shall be entitled "__________________, in trust for the [Purchaser],
      Owner of Adjustable Rate Mortgage Loans, and various Mortgagors" and shall
      be
      established in an Eligible Account, in the name of the Person that is the
      "Purchaser" with respect to the related Mortgage Loans.

    


    Escrow
      Payments:
      With
      respect to any Mortgage Loan, the amounts constituting ground rents, taxes,
      assessments, water rates, sewer rents, municipal charges, mortgage insurance
      premiums, fire and hazard insurance premiums, condominium charges, and any
      other
      payments required to be escrowed by the Mortgagor with the mortgagee pursuant
      to
      the Mortgage or any other document.

    


    Event
      of Default:
      Any one
      of the conditions or circumstances enumerated in Section 9.01.

    


    Fannie
      Mae: The
      Federal National Mortgage Association, or any successor thereto.

    


    Fannie
      Mae Guide(s):
      The
      Fannie Mae Selling Guide and the Fannie Mae Servicing Guide and all amendments
      or additions thereto.

    


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

    


    FHLMC:
      The
      Federal Home Loan Mortgage Corporation, or any successor thereto.

    


    FHLMC
      Guide:
      The
      FHLMC Single Family Seller/Servicer Guide and all amendments or additions
      thereto.

    


    Fidelity
      Bond:
      A
      fidelity bond to be maintained by the Company pursuant to Section
      4.12.

    


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

    


    First
      Remittance Date:
      With
      respect to any Mortgage Loan, the Remittance Date occurring in the month
      following the month in which the related Closing Date occurs.

    


    GAAP:
      Generally accepted accounting principles, consistently applied.

    


    HUD:
      The
      United States Department of Housing and Urban Development or any
      successor.

    


    Index:
      With
      respect to any adjustable rate Mortgage Loan, the index identified on the
      Mortgage Loan Schedule and set forth in the related Mortgage Note for the
      purpose of calculating the interest rate thereon.

    


    Initial
      Rate Cap: As
      to
      each adjustable rate Mortgage Loan, where applicable, the maximum increase
      or
      decrease in the Mortgage Interest Rate on the first Adjustment
      Date.

    


    Insurance
      Proceeds:
      With
      respect to each Mortgage Loan, proceeds of insurance policies insuring the
      Mortgage Loan or the related Mortgaged Property.

    


    Interest
      Only Mortgage Loan:
      A
      Mortgage Loan that requires payment of interest for a period of time specified
      on the related Mortgage Note during the interest-only period followed by full
      amortization of the remaining balance for the remaining duration of the
      loan.

     

    Lifetime
      Rate Cap:
      As to
      each adjustable rate Mortgage Loan, the maximum Mortgage Interest Rate over
      the
      term of such Mortgage Loan. 

    


    Liquidation
      Proceeds:
      Cash
      received in connection with the liquidation of a defaulted Mortgage Loan,
      whether through the sale or assignment of such Mortgage Loan, trustee's sale,
      foreclosure sale or otherwise.

    


    Loan-to-Value
      Ratio or LTV:
      With
      respect to any Mortgage Loan, the ratio of the original outstanding principal
      amount of the Mortgage Loan, to the lower of the Appraised Value or the Sales
      Price of the Mortgaged Property. However, in the case of a mortgage made on
      property in New York State, value will always be determined by the appraisal
      for
      determining any requirement for primary mortgage insurance only.

    


    Margin:
      With
      respect to each adjustable rate Mortgage Loan, the fixed percentage amount
      set
      forth in each related Mortgage Note which is added to the Index in order to
      determine the related Mortgage Interest Rate, as set forth in the Mortgage
      Loan
      Schedule.

    


    MERS:
      Mortgage Electronic Registration System, Inc., a subsidiary of MERSCORP,
      Inc.

     

     

    MERS
      Mortgage Loan:
      Any
      Mortgage Loan registered with MERS on the MERS® System.

     

    


    MERS®
      System:
      The
      electronic mortgage registration system maintained by MERS.

     

    MIN:
      The
      Mortgage Identification Number for any MERS Mortgage Loan.

     

    MOM
      Mortgage:
      A
      Mortgage Loan naming MERS as the original mortgagee on the mortgage security
      instrument.

     

    Monthly
      Advance:
      The
      aggregate of the advances made by the Company on any Remittance Date pursuant
      to
      Section 5.03.

    


    Monthly
      Payment:
      The
      scheduled monthly payment of principal (if applicable) and interest on a
      Mortgage Loan which is payable by a Mortgagor under the related Mortgage
      Note.

    


    Mortgage:
      The
      mortgage, deed of trust or other instrument securing a Mortgage Note which
      creates a first lien on an unsubordinated estate in fee simple in real property
      securing the Mortgage Note.

    


    Mortgage
      File:
      The
      mortgage documents pertaining to a particular Mortgage Loan which are specified
      in Exhibit A hereto and any additional documents required to be added to the
      Mortgage File pursuant to this Agreement.

    


    Mortgage
      Impairment Insurance Policy:
      A
      mortgage impairment or blanket hazard insurance policy as required by Section
      4.11.

    


    Mortgage
      Interest Rate:
      The
      annual rate at which interest accrues on any Mortgage Loan, which may be
      adjusted from time to time for an adjustable rate Mortgage Loan, in accordance
      with the provisions of the related Mortgage Note.

    


    Mortgage
      Loan:
      An
      individual mortgage loan which is the subject of this Agreement, each Mortgage
      Loan originally sold and subject to this Agreement being identified on the
      Mortgage Loan Schedule attached to the related Term Sheet, which Mortgage Loan
      includes without limitation the Mortgage File, the Monthly Payments, Principal
      Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds,
      REO Disposition Proceeds, and all other rights, benefits, proceeds and
      obligations arising from or in connection with such Mortgage Loan, excluding
      replaced or repurchased mortgage loans.

    


    Mortgage
      Loan Documents:
      The
      documents listed in
      Exhibit A.

    


    Mortgage
      Loan Remittance Rate:
      With
      respect to each Mortgage Loan, the annual rate of interest remitted to the
      Purchaser, which shall be equal to the Mortgage Interest Rate minus the
      Servicing Fee Rate.

    


    Mortgage
      Loan Schedule:
      The
      schedule of Mortgage Loans annexed to the related Term Sheet, such schedule
      setting forth the following information with respect to each Mortgage Loan
      in
      the related Mortgage Loan Package:

    


    (1) the
      Company's Mortgage Loan identifying number;

    


    (2) the
      Mortgagor's first and last name;

    


    (3)
       the
      street address of the Mortgaged Property including the city, state and zip
      code;

    


    (4) a
      code
      indicating whether the Mortgaged Property is owner-occupied, a second home
      or an
      investor property;

    


    (5) the
      type
      of residential property constituting the Mortgaged Property;

    


    (6)  the
      original months to maturity of the Mortgage Loan;

    


    (7)  the
      remaining months to maturity from the related Cut-off Date, based on the
      original amortization schedule and, if different, the maturity expressed in
      the
      same manner but based on the actual amortization schedule;

    


    (8) the
      Sales
      Price, if applicable, Appraised Value and Loan-to-Value Ratio, at
      origination;

    


    (9) the
      Mortgage Interest Rate as of origination and as of the related Cut-off Date;
      with respect to each adjustable rate Mortgage Loan, the initial Adjustment
      Date,
      the next Adjustment Date immediately following the related Cut-off Date, the
      Index, the Margin, the Initial Rate Cap, if any, Periodic Rate Cap, if any,
      minimum Mortgage Interest Rate under the terms of the Mortgage Note and the
      Lifetime Rate Cap;

    


    (10) the
      Origination Date of the Mortgage Loan;

    


    (11) the
      stated maturity date;

    


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

    


    (13) the
      amount of the Monthly Payment as of the related Cut-off Date;

    


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

    


    (15) the
      scheduled Stated Principal Balance of the Mortgage Loan as of the close of
      business on the related Cut-off Date, after deduction of payments of principal
      due on or before the related Cut-off Date whether or not collected;

    


    (16)
      a
      code indicating the purpose of the Mortgage Loan (i.e., purchase, rate and
      term
      refinance, equity take-out refinance); 

    


    (17)
      a
      code indicating the documentation style (i.e. full, alternative, etc.);


    


    (18) the
      number of times during the twelve (12) month period preceding the related
      Closing Date that any Monthly Payment has been received after the month of
      its
      scheduled due date;

    


    (19) the
      date
      on which the first payment is or was due; 

    


    (20)  a
      code
      indicating whether or not the Mortgage Loan is the subject of a Primary Mortgage
      Insurance Policy and the name of the related insurance carrier; 

    


    (21)
       a
      code
      indicating whether or not the Mortgage Loan is currently convertible and the
      conversion spread; 

    


    (22)
       the
      last
      Due Date on which a Monthly Payment was actually applied to the unpaid principal
      balance of the Mortgage Loan.

    


    (23)
       product
      type (i.e. fixed, adjustable, 3/1, 5/1, etc.); 

    


    (24)  credit
      score and/or mortgage score, if applicable;

    


    (25) a
      code
      indicating whether or not the Mortgage Loan is the subject of a Lender Primary
      Mortgage Insurance Policy; 

    


    (26)  a
      code
      indicating whether or not the Mortgage Loan has a prepayment penalty and if
      so,
      the amount and term thereof;

    


    (27)  the
      Current Appraised Value of the Mortgage Loan and Current LTV, if
      applicable; 

    


    (28)  for
      any
      Mortgage Loan originated in the State of New Jersey prior to July 7, 2004,
      whether such Mortgage Loan is a “Home Loan”, “Covered Home Loan”, “Manufactured
      Housing” or “Home Improvement Loan” as defined in the
      New
      Jersey Home Ownership Security Act of 2002; and

    


    (29)  whether
      the Mortgage Loan has a mandatory arbitration clause;

    


    (30)  a
      code
      indicating whether the Mortgage Loan is a MERS Mortgage Loan; 

    


    (31)  MERS
      #,
      if applicable.

    


    With
      respect to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule
      attached to the related Term Sheet shall set forth the following information,
      as
      of the related Cut-off Date:

    


    (1) the
      number of Mortgage Loans;

    


    (2) the
      current aggregate outstanding principal balance of the Mortgage
      Loans;

    


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

    


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

    


    (5)
       the
      weighted average months to next Adjustment Date;

     

    Mortgage
      Note:
      The
      note or other evidence of the indebtedness of a Mortgagor secured by a
      Mortgage.

    


    Mortgaged
      Property:
      The
      underlying real property securing repayment of a Mortgage Note, consisting
      of a
      single parcel of real estate considered to be real estate under the laws of
      the
      state in which such real property is located which may include condominium
      units
      and planned unit developments, improved by a residential dwelling; except that
      with respect to real property located in jurisdictions in which the use of
      leasehold estates for residential properties is a widely-accepted practice,
      a
      leasehold estate of the Mortgage, the term of which is equal to or longer than
      the term of the Mortgage. 

    


    Mortgagor:
      The
      obligor on a Mortgage Note. 

    


    OCC:
      Office
      of the Comptroller of the Currency, its successors and assigns.

    


    Officers'
      Certificate:
      A
      certificate signed by the Chairman of the Board, the Vice Chairman of the Board,
      the President, a Senior Vice President or a Vice President or by the Treasurer
      or the Secretary or one of the Assistant Treasurers or Assistant Secretaries
      of
      the Company, and delivered to the Purchaser as required by this
      Agreement.

    


    Opinion
      of Counsel:
      A
      written opinion of counsel, who may be an employee of the party on behalf of
      whom the opinion is being given, reasonably acceptable to the
      Purchaser.

    


    Origination
      Date:
      The
      date on which a Mortgage Loan funded, which date shall not, in connection with
      a
      Refinanced Mortgage Loan, be the date of the funding of the debt being
      refinanced, but rather the closing of the debt currently outstanding under
      the
      terms of the Mortgage Loan Documents. 

    


    OTS:
      Office
      of Thrift Supervision, its successors and assigns.

    


    Periodic
      Rate Cap:
      As to
      each adjustable rate Mortgage Loan, the maximum increase or decrease in the
      Mortgage Interest Rate on any Adjustment Date, as set forth in the related
      Mortgage Note and the related Mortgage Loan Schedule.

    


    Permitted
      Investments:
      Any one
      or more of the following obligations or securities:

    


    (i) direct
      obligations of, and obligations fully guaranteed by the United States of America
      or any agency or instrumentality of the United States of America the obligations
      of which are backed by the full faith and credit of the United States of
      America; 

    


    
      	 	
              (ii)
                (a) demand or time deposits, federal funds or bankers' acceptances
                issued
                by any depository institu-tion or trust company incorporated under
                the
                laws of the United States of America or any state thereof and subject
                to
                supervision and examination by federal and/or state banking authorities,
                provided that the commercial paper and/or the short-term deposit
                rating
                and/or the long-term unsecured debt obligations or deposits of such
                depository institution or trust company at the time of such investment
                or
                contractual commitment providing for such investment are rated in
                one of
                the two highest rating categories by each Rating Agency and (b) any
                other
                demand or time deposit or certificate of deposit that is fully insured
                by
                the FDIC;

            


    

    


    
      	 	
              (iii)
                repurchase obligations with a term not to exceed thirty (30) days
                and with
                respect to (a) any security described in clause (i) above and entered
                into
                with a depository institution or trust company (acting as principal)
                described in clause (ii)(a) above;

            


    

    


    
      	 	
              (iv)
                securities bearing interest or sold at a discount issued by any
                corporation incorporated under the laws of the United States of America
                or
                any state thereof that are rated in one of the two highest rating
                categories by each Rating Agency at the time of such in-vestment
                or
                contractual commitment providing for such investment; provided,
                however,
                that securities issued by any particular corporation will not be
                Permitted
                Investments to the extent that investments therein will cause the
                then
                outstanding principal amount of secur-ities issued by such corporation
                and
                held as Permitted Investments to exceed 10% of the aggregate outstand-ing
                principal balances of all of the Mortgage Loans and Permitted
                Investments;

            


    

    


    
      	 	
              (v)
                commercial paper (including both non-interest-bearing discount obligations
                and interest-bearing obliga-tions payable on demand or on a specified
                date
                not more than one year after the date of issuance there-of) which
                are
                rated in one of the two highest rating categories by each Rating
                Agency at
                the time of such investment;

            


    

    


    
      	 	
              (vi)
                any other demand, money market or time deposit, obligation, security
                or
                investment as may be acceptable to each Rating Agency as evidenced
                in
                writing by each Rating Agency; and

            


    

    


    
      	 	
              (vii)
                any money market funds the collateral of which consists of obligations
                fully guaranteed by the United States of America or any agency or
                instru-ment-al-ity of the United States of America the obligations
                of
                which are backed by the full faith and credit of the United States
                of
                America (which may include repurchase obligations secured by collateral
                described in clause (i)) and other securities and which money market
                funds
                are rated in one of the two highest rating categories by each Rating
                Agency. 

            


    

    


    provided,
      however,
      that no
      instrument or security shall be a Permitted Investment if such instrument or
      security evidences a right to receive only interest payments with respect to
      the
      ob-li-ga-tions underlying such instrument or if such security provides for
      payment of both principal and interest with a yield to matur-ity in excess
      of
      120% of the yield to maturity at par or if such investment or security is
      purchased at a price greater than par.

    


    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
      Interest Shortfall:
      With
      respect to any Remittance Date, for each Mortgage Loan that was the subject
      of a
      Principal Prepayment during the related Prepayment Period, an amount equal
      to
      the excess of one month’s interest at the applicable Mortgage Loan Remittance
      Rate on the amount of such Principal Prepayment over the amount of interest
      (adjusted to the Mortgage Loan Remittance Rate) actually paid by the related
      Mortgagor with respect to such Prepayment Period.

    


    Prepayment
      Period: With
      respect to any Remittance Date, the calendar month preceding the month in which
      such Remittance Date occurs.

    


    Primary
      Mortgage Insurance Policy:
      Each
      primary policy of mortgage insurance represented to be in effect pursuant to
      Section 3.02(hh), or any replacement policy therefor obtained by the Company
      pursuant to Section 4.08.

    


    Prime
      Rate:
      The
      prime rate announced to be in effect from time to time as published as the
      average rate in the Wall Street Journal (Northeast Edition).

    


    Principal
      Prepayment:
      Any
      payment or other recovery of principal on a Mortgage Loan full or partial which
      is received in advance of its scheduled Due Date, excluding any prepayment
      penalty, and which is not accompanied by an amount of interest representing
      scheduled interest due on any date or dates in any month or months subsequent
      to
      the month of prepayment. 

     

    Purchase
      Price:
      As
      defined in Section 2.02.

    


    Purchaser:
      EMC
      Mortgage Corporation, its successors in interest and assigns.

    


    Qualified
      Appraiser:
      An
      appraiser who had no interest, direct or indirect in the Mortgaged Property
      or
      in any loan made on the security thereof, and whose compensation is not affected
      by the approval or disapproval of the Mortgage Loan, and such appraiser and
      the
      appraisal made by such appraiser both satisfy the requirements of Title XI
      of
      FIRREA and the regulations promulgated thereunder and the requirements of Fannie
      Mae, all as in effect on the date the Mortgage Loan was originated.

    


    Qualified
      Insurer:
      An
      insurance company duly qualified as such under the laws of the states in which
      the Mortgaged Properties are located, duly authorized and licensed in such
      states to transact the applicable insurance business and to write the insurance
      provided, approved as an insurer by Fannie Mae or FHLMC. 

    


    Rating
      Agency:
      Standard & Poor's, Fitch, Inc. or, in the event that some or all of the
      ownership of the Mortgage Loans is evidenced by mortgage-backed securities,
      the
      nationally recognized rating agencies issuing ratings with respect to such
      securities, if any.

     

    Refinanced
      Mortgage Loan:
      A
      Mortgage Loan which was made to a Mortgagor who owned the Mortgaged Property
      prior to the origination of such Mortgage Loan and the proceeds of which are
      not
      in excess of the existing first mortgage, as outlined in the HSBC Underwriting
      Guidelines in effect at the time of origination.

    


    REMIC:
      A "real
      estate mortgage investment conduit," as such term is defined in Section 860D
      of
      the Code.

    


    REMIC
      Provisions:
      The
      provisions of the federal income tax law relating to REMICs, which appear at
      Sections 860A through 860G of the Code, and the related provisions and
      regulations promulgated thereunder, as the foregoing may be in effect from
      time
      to time.

    


    Remittance
      Date:
      The
      18th day of any month, beginning with the First Remittance Date, or if such
      18th
      day is not a Business Day, the first Business Day immediately preceding such
      18th day.

    


    REO
      Disposition:
      The
      final sale by the Company of any REO Property.

    


    REO
      Disposition Proceeds:
      Amounts
      received by the Company in connection with a related REO
      Disposition.

    


    REO
      Property:
      A
      Mortgaged Property acquired by the Company on behalf of the Purchaser as
      described in Section 4.13.

    


    Repurchase
      Price:
      With
      respect to any Mortgage Loan, a price equal to (i) the product of the greater
      of
      100% or the percentage of par as stated in the Confirmation multiplied by the
      Stated Principal Balance
      of such Mortgage Loan on the repurchase date,
      plus
      (ii)
      interest on such outstanding principal balance at the Mortgage Loan Remittance
      Rate from the last date through which interest has been paid and distributed
      to
      the Purchaser to the end of the month of repurchase,; less amounts received
      or
      advanced in respect of such repurchased Mortgage Loan which are being held
      in
      the Custodial Account for distribution in the month of repurchase.

    


    SAIF:
      The
      Savings Association Insurance Fund, or any successor thereto.

    


    Sales
      Price: With
      respect to any Mortgage Loan the proceeds of which were used by the Mortgagor
      to
      acquire the related Mortgaged Property, the amount paid by the related Mortgagor
      for such Mortgaged Property.

    


    Servicing
      Advances:
      All
      customary, reasonable and necessary "out of pocket" costs and expenses
      (including reasonable attorneys' fees and disbursements) incurred in the
      performance by the Company of its servicing obligations, including, but not
      limited to, the cost of (a) the preservation, restoration and protection of
      the
      Mortgaged Property, (b) any enforcement, administrative or judicial proceedings,
      or any legal work or advice specifically related to servicing the Mortgage
      Loans, including but not limited to, foreclosures, bankruptcies, condemnations,
      drug seizures, elections, foreclosures by subordinate or superior lienholders,
      and other legal actions incidental to the servicing of the Mortgage Loans
      (provided that such expenses are reasonable and that the Company specifies
      the
      Mortgage Loan(s) to which such expenses relate and, upon Purchaser’s request,
      provides documentation supporting such expense (which documentation would be
      acceptable to Fannie Mae), and provided further that any such enforcement,
      administrative or judicial proceeding does not arise out of a breach of any
      representation, warranty or covenant of the Company hereunder), (c) the
      management and liquidation of the Mortgaged Property if the Mortgaged Property
      is acquired in full or partial satisfaction of the Mortgage, (d) taxes,
      assessments, water rates, sewer rates and other charges which are or may become
      a lien upon the Mortgaged Property, and Primary Mortgage Insurance Policy
      premiums and fire and hazard insurance coverage, (e) any expenses reasonably
      sustained by the Company with respect to the liquidation of the Mortgaged
      Property in accordance with the terms of this Agreement and (f) compliance
      with
      the obligations under Section 4.08.

    


    Servicing
      Fee:
      With
      respect to each Mortgage Loan, the amount of the annual fee the Purchaser shall
      pay to the Company, which shall, for a period of one full month, be equal to
      one-twelfth of the product of (a) the Servicing Fee Rate and (b) the outstanding
      principal balance of such Mortgage Loan. Such fee shall be payable monthly,
      computed on the basis of the same principal amount and period respecting which
      any related interest payment on a Mortgage Loan is computed. The obligation
      of
      the Purchaser to pay the Servicing Fee is limited to, and the Servicing Fee
      is
      payable solely from, the interest portion of such Monthly Payment collected
      by
      the Company, or as otherwise provided under Section 4.05 and in accordance
      with
      the Fannie Mae Guide(s). Any fee payable to the Company for administrative
      services related to any REO Property as described in Section 4.13 shall be
      payable from Liquidation Proceeds of the related REO Property.

    


    Servicing
      Fee Rate:
      As set
      forth in the Term Sheet.

    


    Servicing
      File:
      With
      respect to each Mortgage Loan, the file retained by the Company consisting
      of
      originals of all documents in the Mortgage File which are not delivered to
      the
      Purchaser and copies of the Mortgage Loan Documents listed in Exhibit A, the
      originals of which are delivered to the Purchaser or its designee pursuant
      to
      Section 2.04.

    


    Servicing
      Officer:
      Any
      officer of the Company involved in, or responsible for, the administration
      and
      servicing of the Mortgage Loans whose name appears on a list of servicing
      officers furnished by the Company to the Purchaser upon request, as such list
      may from time to time be amended.

    


    Stated
      Principal Balance:
      As to
      each Mortgage Loan as of any date of determination, (i) the principal balance
      of
      such Mortgage Loan at the Cut-off Date after giving effect to payments of
      principal due on or before such date, whether or not received, minus (ii) all
      amounts previously distributed to the Purchaser with respect to the Mortgage
      Loan representing payments or recoveries of principal or advances in lieu
      thereof.

    


    Subservicer:
      Any
      subservicer which is subservicing the Mortgage Loans pursuant to a Subservicing
      Agreement. Any subservicer shall meet the qualifications set forth in Section
      4.01.

    


    Subservicing
      Agreement:
      An
      agreement between the Company and a Subservicer, if any, for the servicing
      of
      the Mortgage Loans.

    


    Term
      Sheet:
      A
      supplemental agreement in the form attached hereto as Exhibit I which shall
      be
      executed and delivered by the Company and the Purchaser to provide for the
      sale
      and servicing pursuant to the terms of this Agreement of the Mortgage Loans
      listed on Schedule I attached thereto, which supplemental agreement shall
      contain certain specific information relating to such sale of such Mortgage
      Loans and may contain additional covenants relating to such sale of such
      Mortgage Loans.

    


    


    ARTICLE
      II

    


    PURCHASE
      OF MORTGAGE LOANS; SERVICING OF MORTGAGE LOANS;

    RECORD
      TITLE AND POSSESSION OF MORTGAGE FILES;

    BOOKS
      AND RECORDS; CUSTODIAL AGREEMENT;

    DELIVERY
      OF MORTGAGE LOAN DOCUMENTS

    


    Section
      2.01 Agreement
      to Purchase.

    


    The
      Company agrees to sell and the Purchaser agrees to purchase the Mortgage Loans
      having an aggregate Stated Principal Balance on the related Cut-off Date set
      forth in the related Term Sheet in an amount as set forth in the Confirmation,
      or in such other amount as agreed by the Purchaser and the Company as evidenced
      by the actual aggregate Stated Principal Balance of the Mortgage Loans accepted
      by the Purchaser on the related Closing Date, with servicing retained by the
      Company. The Company shall deliver the related Mortgage Loan Schedule attached
      to the related Term Sheet for the Mortgage Loans to be purchased on the related
      Closing Date to the Purchaser at least two (2) Business Days prior to the
      related Closing Date. The Mortgage Loans shall be sold pursuant to this
      Agreement, and the related Term Sheet shall be executed and delivered on the
      related Closing Date.

    


    Section
      2.02 Purchase
      Price.

    


    The
      Purchase Price for each Mortgage Loan shall be the percentage of par as stated
      in the Confirmation (subject to adjustment as provided therein), multiplied
      by
      the Stated Principal Balance, as of the related Cut-off Date, of the Mortgage
      Loan listed on the related Mortgage Loan Schedule attached to the related Term
      Sheet, after application of scheduled payments of principal due on or before
      the
      related Cut-off Date whether or not collected. 

    


    In
      addition to the Purchase Price as described above, the Purchaser shall pay
      to
      the Company, at closing, accrued interest on the Stated Principal Balance of
      each Mortgage Loan as of the related Cut-off Date at the Mortgage Loan
      Remittance Rate of each Mortgage Loan from the related Cut-off Date through
      the
      day prior to the related Closing Date, inclusive.

    


    The
      Purchase Price plus accrued interest as set forth in the preceding paragraph
      shall be paid on the related Closing Date by wire transfer of immediately
      available funds.

    


    Purchaser
      shall be entitled to (1) all scheduled principal due after the related Cut-off
      Date, (2) all other recoveries of principal collected on or after the related
      Cut-off Date (provided, however, that all scheduled payments of principal due
      on
      or before the related Cut-off Date and collected by the Company or any successor
      servicer after the related Cut-off Date shall belong to the Company), and (3)
      all payments of interest on the Mortgage Loans net of applicable Servicing
      Fees
      (minus that portion of any such payment which is allocable to the period prior
      to the related Cut-off Date). The outstanding principal balance of each Mortgage
      Loan as of the related Cut-off Date is determined after application of payments
      of principal due on or before the related Cut-off Date whether or not collected,
      together with any unscheduled principal prepayments collected prior to the
      related Cut-off Date; provided, however, that payments of scheduled principal
      and interest prepaid for a Due Date beyond the related Cut-off Date shall not
      be
      applied to the principal balance as of the related Cut-off Date. Such prepaid
      amounts shall be the property of the Purchaser. The Company shall deposit any
      such prepaid amounts into the Custodial Account, which account is established
      for the benefit of the Purchaser for subsequent remittance by the Company to
      the
      Purchaser.

    


    Section
      2.03 Servicing
      of Mortgage Loans.

    


    Simultaneously
      with the execution and delivery of each Term Sheet, the Company does hereby
      agree to directly service the Mortgage Loans listed on the related Mortgage
      Loan
      Schedule attached to the related Term Sheet subject to the terms of this
      Agreement and the related Term Sheet. The rights of the Purchaser to receive
      payments with respect to the related Mortgage Loans shall be as set forth in
      this Agreement.

    


    Section
      2.04 Record
      Title and Possession of Mortgage Files; Maintenance of Servicing
      Files.

    


    As
      of the
      related Closing Date, the Company sold, transferred, assigned, set over and
      conveyed to the Purchaser, without recourse, on a servicing retained basis,
      and
      the Company hereby acknowledges that the Purchaser has, but subject to the
      terms
      of this Agreement and the related Term Sheet, all the right, title and interest
      of the Company in and to the Mortgage Loans. Company will deliver the Mortgage
      Files to the Custodian designated by Purchaser, on or before the related Closing
      Date, at the expense of the Company. The Company shall maintain a Servicing
      File
      consisting of a copy of the contents of each Mortgage File and the originals
      of
      the documents in each Mortgage File not delivered to the Purchaser. The
      Servicing File shall contain all documents necessary to service the Mortgage
      Loans. The possession of each Servicing File by the Company is at the will
      of
      the Purchaser, for the sole purpose of servicing the related Mortgage Loan,
      and
      such retention and possession by the Company is in a custodial capacity only.
      From the related Closing Date, the ownership of each Mortgage Loan, including
      the Mortgage Note, the Mortgage, the contents of the related Mortgage File
      and
      all rights, benefits, proceeds and obligations arising therefrom or in
      connection therewith, has been vested in the Purchaser. All rights arising
      out
      of the Mortgage Loans including, but not limited to, all funds received on
      or in
      connection with the Mortgage Loans and all records or documents with respect
      to
      the Mortgage Loans prepared by or which come into the possession of the Company
      shall be received and held by the Company in trust for the benefit of the
      Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files
      retained by the Company shall be appropriately identified in the Company's
      computer system to clearly reflect the ownership of the Mortgage Loans by the
      Purchaser. The Company shall release its custody of the contents of the Mortgage
      Files only in accordance with written instructions of the Purchaser, except
      when
      such release is required as incidental to the Company's servicing of the
      Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or
      Loans with respect thereto pursuant to this Agreement and the related Term
      Sheet, such written instructions shall not be required.

    


    Section
      2.05  Books
      and Records.

    


    The
      sale
      of each Mortgage Loan shall be reflected on the Company's balance sheet and
      other financial statements as a sale of assets by the Company. The Company
      shall
      be responsible for maintaining, and shall maintain, a complete set of books
      and
      records for the Mortgage Loans that shall be appropriately identified in the
      Company's computer system to clearly reflect the ownership of the Mortgage
      Loan
      by the Purchaser. In particular, the Company shall maintain in its possession,
      available for inspection by the Purchaser, or its designee and shall deliver
      to
      the Purchaser upon demand, evidence of compliance with all federal, state and
      local laws, rules and regulations, and requirements of Fannie Mae or FHLMC,
      as
      applicable, including but not limited to documentation as to the method used
      in
      determining the applicability of the provisions of the Flood Disaster Protection
      Act of 1973, as amended, to the Mortgaged Property, documentation evidencing
      insurance coverage of any condominium project as required by Fannie Mae or
      FHLMC, and periodic inspection reports as required by Section 4.13. 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.

    


    The
      Company shall maintain with respect to each Mortgage Loan and shall make
      available for inspection by any Purchaser or its designee the related Servicing
      File during the time the Purchaser retains ownership of a Mortgage Loan and
      thereafter in accordance with applicable laws and regulations.

    


    In
      addition to the foregoing, Company shall provide to any supervisory agents
      or
      examiners that regulate Purchaser, including but not limited to, the OTS, the
      FDIC and other similar entities, access, during normal business hours, upon
      reasonable advance notice to Company and without charge to Company or such
      supervisory agents or examiners, to any documentation regarding the Mortgage
      Loans that may be required by any applicable regulator.

    


    Section
      2.06. Transfer
      of Mortgage Loans.

    


    The
      Company shall keep at its servicing office books and records in which, subject
      to such reasonable regulations as it may prescribe, the Company shall note
      transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless
      such transfer is in compliance with the terms hereof. For the purposes of this
      Agreement, the Company shall be under no obligation to deal with any person
      with
      respect to this Agreement or any Mortgage Loan unless a notice of the transfer
      of such Mortgage Loan has been delivered to the Company in accordance with
      this
      Section 2.06 and the books and records of the Company show such person as the
      owner of the Mortgage Loan. The Purchaser may, subject to the terms of this
      Agreement, sell and transfer one or more of the Mortgage Loans, provided,
      however, that the transferee will not be deemed to be a Purchaser hereunder
      binding upon the Company unless such transferee shall agree in writing to be
      bound by the terms of this Agreement and an original counterpart of the
      instrument of transfer in an Assignment and Assumption of this Agreement
      substantially in the form of Exhibit D hereto executed by the transferee shall
      have been delivered to the Company. The Purchaser also shall advise the Company
      of the transfer. Upon receipt of notice of the transfer, the Company shall
      mark
      its books and records to reflect the ownership of the Mortgage Loans of such
      assignee, and the previous Purchaser shall be released from its obligations
      hereunder with respect to the Mortgage Loans sold or transferred.

    


    Section
      2.07 Delivery
      of Mortgage Loan Documents.

    


    The
      Company shall deliver and release to the Purchaser or its designee the Mortgage
      Loan Documents in accordance with the terms of this Agreement and the related
      Term Sheet. The documents enumerated as items (1), (2), (3), (4), (5), (6),
      (7),
      (8), (9) and (16) (including those listed in (B) relating to Co-op Loans) in
      Exhibit A hereto shall be delivered by the Company to the Purchaser or its
      designee no later than three (3) Business Days prior to the related Closing
      Date
      pursuant to a bailee letter agreement. All other documents in Exhibit A hereto,
      together with all other documents executed in connection with the Mortgage
      Loan
      that Company may have in its possession, shall be retained by the Company in
      trust for the Purchaser. If the Company cannot deliver the original recorded
      Mortgage Loan Documents or the original policy of title insurance, including
      riders and endorsements thereto, on the related Closing Date, the Company shall,
      promptly upon receipt thereof and in any case not later than 180 days from
      the
      related Closing Date, deliver such original documents, including original
      recorded documents, to the Purchaser or its designee (unless the Company is
      delayed in making such delivery by reason of the fact that such documents shall
      not have been returned by the appropriate recording office). If delivery is
      not
      completed within 270 days solely due to delays in making such delivery by reason
      of the fact that such documents shall not have been returned by the appropriate
      recording office, the Company shall continue to use its best efforts to effect
      delivery as soon as possible thereafter, provided that if such documents are
      not
      delivered by the 360th day from the date of the related Closing Date, the
      Company shall repurchase the related Mortgage Loans at the Repurchase Price
      in
      accordance with Section 3.03 hereof.

    


    The
      Company shall pay all initial recording fees, if any, for the assignments of
      mortgage and any other fees in connection with the transfer of all original
      documents to the Purchaser or its designee. Company shall prepare, in recordable
      form, all assignments of mortgage necessary to assign the Mortgage Loans to
      Purchaser, or its designee. Company shall be responsible for recording the
      assignments of mortgage.

    


    Any
      review by the Purchaser, or its designee, of the Mortgage Files shall in no
      way
      alter or reduce the Company's obligations hereunder.

    


    If
      the
      Purchaser or its designee discovers any defect with respect to a Mortgage File,
      the Purchaser shall, or shall cause its designee to, give written specification
      of such defect to the Company which may be given in the exception report or
      the
      certification delivered pursuant to this Section 2.07, or otherwise in writing
      and the Company shall cure or repurchase such Mortgage Loan in accordance with
      Section 3.03.

    


    The
      Company shall forward to the Purchaser, or its designee, original documents
      evidencing an assumption, modification, consolidation or extension of any
      Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within one
      week of their execution; provided, however, that the Company shall provide
      the
      Purchaser, or its designee, with a certified true copy of any such document
      submitted for recordation within one week of its execution, and shall provide
      the original of any document submitted for recordation or a copy of such
      document certified by the appropriate public recording office to be a true
      and
      complete copy of the original within sixty (60) days of its submission for
      recordation.

    


    From
      time
      to time the Company may have a need for Mortgage Loan Documents to be released
      from Purchaser, or its designee. Purchaser shall, or shall cause its designee,
      upon the written request of the Company, within ten (10) Business Days, deliver
      to the Company, any requested documentation previously delivered to Purchaser
      as
      part of the Mortgage File, provided that such documentation is promptly returned
      to Purchaser, or its designee, when the Company no longer requires possession
      of
      the document, and provided that during the time that any such documentation
      is
      held by the Company, such possession is in trust for the benefit of Purchaser.
      Company shall indemnify Purchaser, and its designee, from and against any and
      all losses, claims, damages, penalties, fines, forfeitures, costs and expenses
      (including court costs and reasonable attorney's fees) resulting from or related
      to the loss, damage, or misplacement of any documentation delivered to Company
      pursuant to this paragraph.

     

    In
      addition, in connection with the assignment of any MERS Mortgage Loan, the
      Company agrees that it will cause, at its own expense, the MERS® System to
      indicate that such Mortgage Loans have been assigned by the Company to the
      Purchaser in accordance with this Agreement by including (or deleting, in the
      case of Mortgage Loans which are repurchased in accordance with this Agreement)
      in such computer files the information required by the MERS® System to identify
      the Purchaser of such Mortgage Loans. The Company further agrees that it will
      not alter the information 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.

    


    Section
      2.08 Quality
      Control Procedures.

    


    The
      Company must have an internal quality control program that verifies, on a
      regular basis, the existence and accuracy of the legal documents, credit
      documents, property appraisals, and underwriting decisions. The program must
      be
      capable of evaluating and monitoring the overall quality of its loan production
      and servicing activities. The program is to ensure that the Mortgage Loans
      are
      originated and serviced in accordance with prudent mortgage banking practices
      and accounting principles; guard against dishonest, fraudulent, or negligent
      acts; and guard against errors and omissions by officers, employees, or other
      authorized persons.

    


    Section
      2.09
      Near-term Principal Prepayments; Near Term Payment Defaults

    


    In
      the
      event any Principal Prepayment in full is made by a Mortgagor on or prior to
      three months after the related Closing Date, the Company shall remit to the
      Purchaser an amount equal to the excess, if any, of the Purchase Price
      Percentage over par multiplied by the amount of such Principal Prepayment in
      full. Such remittance shall be made by the Company to Purchaser no later than
      the third Business Day following receipt of such Principal Prepayment by the
      Company.

    


    In
      the
      event the first scheduled Monthly Payment which is due under any Mortgage Loan
      after the related Cut-off Date is not made during the month in which such
      Monthly Payment is due, then not later than five (5) Business Days after notice
      to the Company by Purchaser (and at Purchaser’s sole option), the Company, shall
      repurchase such Mortgage Loan from the Purchaser pursuant to the repurchase
      provisions contained in this Subsection 3.03.

     

    Section
      2.10  Modification
      of Obligations.
      Purchaser may, without any notice to Company, extend, compromise, renew,
      release, change, modify, adjust or alter, by operation of law or otherwise,
      any
      of the obligations of the Mortgagors or other persons obligated under a Mortgage
      Loan without releasing or otherwise affecting the obligations of Company under
      this Agreement, or with respect to such Mortgage Loan, except to the extent
      Purchaser’s extension, compromise, release, change, modification, adjustment, or
      alteration affects Company’s ability to collect the Mortgage Loan or realize on
      the security of the Mortgage, but then only to the extent such action has such
      effect.

    


    ARTICLE
      III

    


    REPRESENTATIONS
      AND WARRANTIES OF

    THE
      COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS

    


    Section
      3.01 Representations
      and Warranties of the Company. 

    


    The
      Company represents, warrants and covenants to the Purchaser that, as of the
      related Closing Date or as of such date specifically provided
      herein:

    


    (a) The
      Company is a corporation, duly organized, validly existing and in good standing
      under the laws of the State of Delaware and has all licenses necessary to carry
      out its business as now being conducted, and is licensed and qualified to
      transact business in and is in good standing under the laws of each state in
      which any Mortgaged Property is located or is otherwise exempt under applicable
      law from such licensing or qualification or is otherwise not required under
      applicable law to effect such licensing or qualification and no demand for
      such
      licensing or qualification has been made upon such Company by any such state,
      and in any event such Company is in compliance with the laws of any such state
      to the extent necessary to ensure the enforceability of each Mortgage Loan
      and
      the servicing of the Mortgage Loans in accordance with the terms of this
      Agreement;

     

    (b)
      The
      Company has the full power and authority and legal right to hold, transfer
      and
      convey each Mortgage Loan, to sell each Mortgage Loan and to execute, deliver
      and perform, and to enter into and consummate all transactions contemplated
      by
      this Agreement and the related Term Sheet and to conduct its business as
      presently conducted, has duly authorized the execution, delivery and performance
      of this Agreement and the related Term Sheet and any agreements contemplated
      hereby, has duly executed and delivered this Agreement and the related Term
      Sheet, and any agreements contemplated hereby, and this Agreement and the
      related Term Sheet and each Assignment to the Purchaser and any agreements
      contemplated hereby, constitutes a legal, valid and binding obligation of the
      Company, enforceable against it in accordance with its terms, and all requisite
      corporate action has been taken by the Company to make this Agreement and the
      related Term Sheet and all agreements contemplated hereby valid and binding
      upon
      the Company in accordance with their terms; 

    


    (c)
      Neither the execution and delivery of this Agreement and the related Term Sheet,
      nor the origination or purchase of the Mortgage Loans by the Company, the sale
      of the Mortgage Loans to the Purchaser, the consummation of the transactions
      contemplated hereby, or the fulfillment of or compliance with the terms and
      conditions of this Agreement and the related Term Sheet will conflict with
      any
      of the terms, conditions or provisions of the Company's charter or by-laws
      or
      materially conflict with or result in a material breach of any of the terms,
      conditions or provisions of any legal restriction or any agreement or instrument
      to which the Company is now a party or by which it is bound, or constitute
      a
      default or result in an acceleration under any of the foregoing, or result
      in
      the material violation of any law, rule, regulation, order, judgment or decree
      to which the Company or its properties are subject, or impair the ability of
      the
      Purchaser to realize on the Mortgage Loans.

    


    (d)
      There
      is no litigation, suit, proceeding or investigation pending or, to the best
      of
      Company’s knowledge, threatened, or any order or decree outstanding, with
      respect to the Company which, either in any one instance or in the aggregate,
      is
      reasonably likely to have a material adverse effect on the sale of the Mortgage
      Loans, the execution, delivery, performance or enforceability of this Agreement
      and the related Term Sheet, or which is reasonably likely to have a material
      adverse effect on the financial condition of the Company.

    


    (e)
      No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Company
      of
      or compliance by the Company with this Agreement or the related Term Sheet,
      or
      the sale of the Mortgage Loans and delivery of the Mortgage Files to the
      Purchaser or the consummation of the transactions contemplated by this Agreement
      or the related Term Sheet, except for consents, approvals, authorizations and
      orders which have been obtained;

    


    (f)
      The
      consummation of the transactions contemplated by this Agreement or the related
      Term Sheet is in the ordinary course of business of the Company and Company,
      and
      the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages
      by the Company pursuant to this Agreement or the related Term Sheet are not
      subject to bulk transfer or any similar statutory provisions in effect in any
      applicable jurisdiction;

    


    (g)
      The
      origination and servicing practices used by the Company and any prior originator
      or servicer with respect to each Mortgage Note and Mortgage have been legal
      and
      in accordance with applicable laws and regulations and the Mortgage Loan
      Documents, and in all material respects proper and prudent in the mortgage
      origination and servicing business. Each Mortgage Loan has been serviced in
      all
      material respects with Accepted Servicing Practices. With respect to escrow
      deposits and payments that the Company, on behalf of an investor, is entitled
      to
      collect, all such payments are in the possession of, or under the control of,
      the Company, and there exist no deficiencies in connection therewith for which
      customary arrangements for repayment thereof have not been made. All escrow
      payments have been collected in full compliance with state and federal law
      and
      the provisions of the related Mortgage Note and Mortgage. As to any Mortgage
      Loan that is the subject of an escrow, escrow of funds is not prohibited by
      applicable law and has been established in an amount sufficient to pay for
      every
      escrowed item that remains unpaid and has been assessed but is not yet due
      and
      payable. No escrow deposits or other charges or payments due under the Mortgage
      Note have been capitalized under any Mortgage or the related Mortgage
      Note;

    


    (h)
      The
      Company used no selection procedures that identified the Mortgage Loans as
      being
      less desirable or valuable than other comparable mortgage loans in the Company's
      portfolio at the related Cut-off Date; 

    


    (i) The
      Company will treat the sale of the Mortgage Loans to the Purchaser as a sale
      for
      reporting and accounting purposes and, to the extent appropriate, for federal
      income tax purposes; 

    


    (j) Company
      is an approved seller/servicer of residential mortgage loans for Fannie Mae,
      FHLMC and HUD, with such facilities, procedures and personnel necessary for
      the
      sound servicing of such mortgage loans. The Company is duly qualified, licensed,
      registered and otherwise authorized under all applicable federal, state and
      local laws, and regulations, if applicable, meets the minimum capital
      requirements set forth by the OCC, and is in good standing to sell mortgage
      loans to and service mortgage loans for Fannie Mae and FHLMC and no event has
      occurred which would make Company unable to comply with eligibility requirements
      or which would require notification to either Fannie Mae or FHLMC; 

    


    (k) The
      Company does not believe, nor does it have any cause or reason to believe,
      that
      it cannot perform each and every covenant contained in this Agreement or the
      related Term Sheet. The Company is solvent and the sale of the Mortgage Loans
      will not cause the Company to become insolvent. The sale of the Mortgage Loans
      is not undertaken with the intent to hinder, delay or defraud any of the
      Company's creditors;

    


    (l) No
      statement, tape, diskette, form, report or other document prepared by, or on
      behalf of, Company pursuant to this Agreement or the related Term Sheet or
      in
      connection with the transactions contemplated hereby, contains or will contain
      any statement that is or will be inaccurate or misleading in any material
      respect;

    


    (m)
       The
      Company acknowledges and agrees that the Servicing Fee represents reasonable
      compensation for performing such services and that the entire Servicing Fee
      shall be treated by the Company, for accounting and tax purposes, as
      compensation for the servicing and administration of the Mortgage Loans pursuant
      to this Agreement. In the opinion of Company, the consideration received by
      Company upon the sale of the Mortgage Loans to Purchaser under this Agreement
      and the related Term Sheet constitutes fair consideration for the Mortgage
      Loans
      under current market conditions. 

    


    (n)
       Company
      has delivered to the Purchaser financial statements of its parent, for its
      last
      two complete fiscal years. All such financial information fairly presents the
      pertinent results of operations and financial position for the period identified
      and has been prepared in accordance with GAAP consistently applied throughout
      the periods involved, except as set forth in the notes thereto. There has been
      no change in the business, operations, financial condition, properties or assets
      of the Company since the date of the Company’s financial information that would
      have a material adverse effect on its ability to perform its obligations under
      this Agreement;

    


    (o)
       The
      Company has not dealt with any broker, investment banker, agent or other person
      that may be entitled to any commission or compensation in connection with the
      sale of the Mortgage Loans; and

    


    (p) At
      the
      time any Mortgage Loan is registered by the Company with MERS, the
      Company will be a member of MERS in good standing, and will comply in all
      material respects with the rules and procedures of MERS in connection with
      the
      servicing of the MERS Mortgage Loans for as long as such Mortgage Loans are
      registered with MERS.

    


    Section
      3.02 Representations
      and Warranties as to Individual Mortgage Loans.

    


    References
      in this Section to percentages of Mortgage Loans refer in each case to the
      percentage of the aggregate Stated Principal Balance of the Mortgage Loans
      as of
      the related Cut-off Date, based on the outstanding Stated Principal Balances
      of
      the Mortgage Loans as of the related Cut-off Date, and giving effect to
      scheduled Monthly Payments due on or prior to the related Cut-off Date, whether
      or not received. References to percentages of Mortgaged Properties refer, in
      each case, to the percentages of expected aggregate Stated Principal Balances
      of
      the related Mortgage Loans (determined as described in the preceding sentence).
      The Company hereby represents and warrants to the Purchaser, as to each Mortgage
      Loan, as of the related Closing Date as follows:

    


      
      (a)
The
      information set forth in the Mortgage Loan Schedule attached to the related
      Term
      Sheet is true, complete and correct in all material respects as of the related
      Cut-Off Date;

    


    (b) The
      Mortgage creates a valid, subsisting and enforceable first lien or a first
      priority ownership interest in an estate in fee simple in real property securing
      the related Mortgage Note subject to principles of equity, bankruptcy,
      insolvency and other laws of general application affecting the rights of
      creditors;

    


    (c)
      All
      payments due prior to the related Cut-off Date for such Mortgage Loan have
      been
      made as of the related Closing Date; the Mortgage Loan has not been dishonored;
      there are no material defaults under the terms of the Mortgage Loan; the Company
      has not advanced its own 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 by the Mortgage Loan. As of the related Closing Date, all of the
      Mortgage Loans will have an actual interest paid to date of their related
      Cut-off Date(or later) and will be due for the scheduled monthly payment next
      succeeding the Cut-off Date (or later), as evidenced by a posting to Company's
      servicing collection system. No payment under any Mortgage Loan is delinquent
      as
      of the related Closing Date nor has any scheduled payment been delinquent at
      any
      time during the twelve (12) months prior to the month of the related Closing
      Date. For purposes of this paragraph, a Mortgage Loan will be deemed delinquent
      if any payment due thereunder was not paid by the Mortgagor in the month such
      payment was due;

    


    (d)
      There
      are no defaults by Company in complying with the terms of the Mortgage, and
      all
      taxes, governmental assessments, insurance premiums, water, sewer and municipal
      charges, leasehold payments or ground rents which previously became due and
      owing have been paid, or escrow funds have been established in an amount
      sufficient to pay for every such escrowed item which remains unpaid and which
      has been assessed but is not yet due and payable;

    


    (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 have
      been recorded to the extent any such recordation is required by law, or,
      necessary to protect the interest of the Purchaser. No instrument of waiver,
      alteration or modification has been executed except in connection with a
      modification agreement and which modification agreement is part of the Mortgage
      File and the terms of which are reflected in the related Mortgage Loan Schedule,
      and no Mortgagor has been released, in whole or in part, from the terms thereof
      except in connection with an assumption agreement and which assumption agreement
      is part of the Mortgage File and the terms of which are reflected in the related
      Mortgage Loan Schedule; the substance of any such waiver, alteration or
      modification has been approved by the issuer of any related Primary Mortgage
      Insurance Policy and title insurance policy, to the extent required by the
      related policies;

    


    (f)
      The
      Mortgage Note and the Mortgage are not subject to any right of rescission,
      set-off, counterclaim or defense, including, without limitation, the defense
      of
      usury, nor will the operation of any of the terms of the Mortgage Note or the
      Mortgage, or the exercise of any right thereunder, render the Mortgage Note
      or
      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; and as of the related Closing Date the Mortgagor
      was not a debtor in any state or federal bankruptcy or insolvency
      proceeding;

    


    (g)
      All
      buildings or other customarily insured improvements upon the Mortgaged Property
      are insured by an insurer acceptable under the Fannie Mae or FHLMC Guides,
      against loss by fire, hazards of extended coverage and such other hazards as
      are
      provided for in the Fannie Mae or FHLMC Guide, as well as all additional
      requirements set forth in Section 4.10 of this Agreement. All such standard
      hazard policies are in full force and effect and contain a standard mortgagee
      clause naming the Company and its successors in interest and assigns as loss
      payee and such clause is still in effect and all premiums due thereon have
      been
      paid. If required by the Flood Disaster Protection Act of 1973, as amended,
      the
      Mortgage Loan is covered by a flood insurance policy meeting the requirements
      of
      the current guidelines of the Federal Insurance Administration which policy
      conforms to Fannie Mae or FHLMC requirements, as well as all additional
      requirements set forth in Section 4.10 of this Agreement. Such policy was issued
      by an insurer acceptable under Fannie Mae or FHLMC guidelines. The Mortgage
      obligates the Mortgagor thereunder to maintain all such insurance at the
      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 the
      Mortgagor's cost and expense and to seek reimbursement therefor from the
      Mortgagor. Neither the Company (nor any prior originator or servicer of any
      of
      the Mortgage Loans) nor any Mortgagor has engaged in any act or omission which
      has impaired or would impair the coverage of any such policy, the benefits
      of
      the endorsement provided for herein, or the validity and binding effect of
      either;

    


    (h)
      Each
Mortgage
      Loan complies with, and the Company has complied with, applicable local, state
      and federal laws, regulations and other requirements including, without
      limitation, usury, equal credit opportunity, real estate settlement procedures,
      the Federal Truth-In-Lending Act, disclosure laws and all applicable predatory
      and abusive lending laws and consummation of the transactions contemplated
      hereby, including without limitation, the receipt of interest by the owner
      of
      such Mortgage Loan, will not involve the violation of any such laws, rules
      or
      regulations. None of the Mortgage Loans are (a) Mortgage Loans subject to 12
      CFR
      Part 226.31, 12 CFR Part 226.32 or 226.34 of Regulation Z, the regulation
      implementing TILA, which implements the Home Ownership and Equity Protection
      Act
      of 1994, as amended, or (b) except as may be provided in subparagraph (c) below,
      classified and/or defined, as a “high cost”, “threshold”, “predatory” “high risk
      home loan” or “covered” loan (or a similarly classified loan using different
      terminology under a law imposing additional legal liability for mortgage loans
      having high interest rates, points and or/fees) under any other state, federal
      or local law including, but not limited to, the States of Georgia, New York,
      North Carolina, Arkansas, Kentucky or New Mexico, or (c) Mortgage Loans subject
      to the New Jersey Home Ownership Security Act of 2002 (the “Act”), unless such
      Mortgage Loan is a (1) “Home Loan” as defined in the Act that is a first lien
      Mortgage Loan, which is not a “High Cost Home Loan” as defined in the Act or (2)
“Covered Home Loan” as defined in the Act that is a first lien purchase money
      Mortgage Loan, which is not a High Cost Home Loan under the Act. In addition
      to
      and notwithstanding anything to the contrary herein, no Mortgage Loan for which
      the Mortgaged Property is located in New Jersey is a Home Loan as defined in
      the
      Act that was made, arranged, or assigned by a person selling either a
      manufactured home or home improvements to the Mortgaged Property or was made
      by
      an originator to whom the Mortgagor was referred by any such seller. Each
      Mortgage Loan is being (and has been) serviced in accordance with Accepted
      Servicing Practices and applicable state and federal laws, including, without
      limitation, the Federal Truth-In-Lending Act and other consumer protection
      laws,
      real estate settlement procedures, usury, equal credit opportunity and
      disclosure laws. Company shall maintain in its possession, available for the
      Purchaser’s inspection, as appropriate, and shall deliver to the Purchaser or
      its designee upon demand, evidence of compliance with all such requirements;

    


    (i)
      The
      Mortgage has not been satisfied, canceled or subordinated, in whole or in part,
      or rescinded, 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. The
      Company has not waived the performance by the Mortgagor of any action, if the
      Mortgagor’s failure to perform such action would cause the Mortgage Loan to be
      in default, nor has the Company waived any default resulting from any action
      or
      inaction by the Mortgagor;

    


    (j) The
      Mortgage is a valid, subsisting, enforceable and perfected first lien on the
      Mortgaged Property, including all buildings on the Mortgaged Property and all
      installations and mechanical, electrical, plumbing, heating and air conditioning
      systems affixed to such buildings, and all additions, alterations and
      replacements made at any time with respect to the foregoing securing the
      Mortgage Note's original principal balance subject to principles of equity,
      bankruptcy, insolvency and other laws of general application affecting the
      rights of creditors. The Mortgage and the Mortgage Note do not contain any
      evidence of any security interest or other interest or right thereto. Such
      lien
      is free and clear of all adverse claims, liens and encumbrances having priority
      over the first lien of the Mortgage subject only to (1) the lien of
      non-delinquent 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 which are
      acceptable to mortgage lending institutions generally and either (A) which
      are
      referred to in the lender’s title insurance policy delivered to the originator
      or otherwise considered in the appraisal made for the originator of the Mortgage
      Loan, or (B) which do not adversely affect the residential use or Appraised
      Value of the Mortgaged Property as set forth in such appraisal, and (3) other
      matters to which like properties are commonly subject which do not individually
      or in the aggregate materially interfere with the benefits of the security
      intended to be provided by the Mortgage or the use, enjoyment, value or
      marketability of the related Mortgaged Property. Any security agreement, chattel
      mortgage or equivalent document related to and delivered in connection with
      the
      Mortgage Loan establishes and creates a valid, subsisting, enforceable and
      perfected first lien and first priority security interest on the property
      described therein, and the Company has the full right to sell and assign the
      same to the Purchaser;

    


    (k)
      The
      Mortgage Note and the related Mortgage are original and genuine and each is
      the
      legal, valid and binding obligation of the maker thereof, enforceable in all
      respects in accordance with its terms subject to principles of equity,
      bankruptcy, insolvency and other laws of general application affecting the
      rights of creditors, and the Company has taken all action necessary to transfer
      such rights of enforceability to the Purchaser. All parties to the Mortgage
      Note
      and the Mortgage had the legal capacity to enter into the Mortgage Loan and
      to
      execute and deliver the Mortgage Note and the Mortgage. The Mortgage Loan
      Documents are on forms acceptable to Fannie Mae and FHLMC. The Mortgage Note
      and
      the Mortgage have been duly and properly executed by such parties. No fraud,
      error, omission, misrepresentation, negligence or similar occurrence with
      respect to a Mortgage Loan has taken place on the part of Company or the
      Mortgagor, or on the part of any other party involved in the origination or
      servicing of the Mortgage Loan. 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
      improvements 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;

    


    (l)
      The
      Company is the sole owner and holder of the Mortgage Loan and the indebtedness
      evidenced by the Mortgage Note. Upon the sale of the Mortgage Loan to the
      Purchaser, the Company will retain the Mortgage File or any part thereof with
      respect thereto not delivered to the Purchaser or the Purchaser’s designee in
      trust only for the purpose of servicing and supervising the servicing of the
      Mortgage Loan. Immediately prior to the transfer and assignment to the
      Purchaser, the Mortgage Loan, including the Mortgage Note and the Mortgage,
      were
      not subject to an assignment, sale or pledge to any person other than Purchaser,
      and the Company had good and marketable title to and was the sole owner thereof
      and had full right to transfer and sell the Mortgage Loan to the Purchaser
      free
      and clear of any encumbrance, equity, lien, pledge, charge, claim or security
      interest and has the full right and authority subject to no interest or
      participation of, or agreement with, any other party, to sell and assign the
      Mortgage Loan pursuant to this Agreement and following the sale of the Mortgage
      Loan, the Purchaser will own such Mortgage Loan free and clear of any
      encumbrance, equity, participation interest, lien, pledge, charge, claim or
      security interest. The Company intends to relinquish all rights to possess,
      control and monitor the Mortgage Loan, except for the purposes of servicing
      the
      Mortgage Loan as set forth in this Agreement. After the related Closing Date,
      the Company will not have any right to modify or alter the terms of the sale
      of
      the Mortgage Loan and the Company will not have any obligation or right to
      repurchase the Mortgage Loan or substitute another Mortgage Loan, except as
      provided in this Agreement, or as otherwise agreed to by the Company and the
      Purchaser;

    


    (m)
      Each
      Mortgage Loan is covered by an ALTA lender's title insurance policy or other
      generally acceptable form of policy or insurance acceptable to Fannie Mae or
      FHLMC (including adjustable rate endorsements), issued by a title insurer
      acceptable to Fannie Mae or FHLMC and qualified to do business in the
      jurisdiction where the Mortgaged Property is located, insuring (subject to
      the
      exceptions contained in (j)(1), (2) and (3) above) the Company, 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 providing for adjustment in the Mortgage Interest Rate and Monthly
      Payment. Where required by state law or regulation, the Mortgagor has been
      given
      the opportunity to choose the carrier of the required mortgage title insurance.
      The Company, its successors and assigns, is the sole insured of such lender's
      title insurance policy, such title insurance policy has been duly and validly
      endorsed to the Purchaser or the assignment to the Purchaser of the Company's
      interest therein does not require the consent of or notification to the insurer
      and such lender's title insurance policy is in full force and effect and will
      be
      in full force and effect upon the consummation of the transactions contemplated
      by this Agreement. No claims have been made under such lender's title insurance
      policy, and no prior holder or servicer of the related Mortgage, including
      the
      Company, nor any Mortgagor, has done, by act or omission, anything which would
      impair the coverage of such lender's title insurance policy;

    


    (n)
      There
      is no default, breach, violation or event of acceleration existing under the
      Mortgage or the related Mortgage Note and 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 permitting acceleration; and
      neither the Company, nor any prior mortgagee has waived any default, breach,
      violation or event permitting acceleration;

    


    (o)
      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 liens) affecting the related Mortgaged Property which are or may be
      liens prior to or equal to the lien of the related Mortgage;

    


    (p)
      All
      improvements subject to the Mortgage which were considered in determining the
      appraised value of the Mortgaged Property lie wholly within the boundaries
      and
      building restriction lines of the Mortgaged Property (and wholly within the
      project with respect to a condominium unit) and no improvements on adjoining
      properties encroach upon the Mortgaged Property except those which are insured
      against by the title insurance policy referred to in clause (m) above and all
      improvements on the property comply with all applicable zoning and subdivision
      laws and ordinances;

    


    (q)
      Each
      Mortgage Loan was originated by or for the Company pursuant to, and conforms
      with, the Company’s underwriting guidelines attached as Exhibit H hereto. The
      Mortgage Loan bears interest at an adjustable rate (if applicable) as set forth
      in the related Mortgage Loan Schedule, and Monthly Payments under the Mortgage
      Note are due and payable on the first day of each month. The Mortgage contains
      the usual and enforceable provisions of the Company at the time of origination
      for the acceleration of the payment of the unpaid principal amount of the
      Mortgage Loan if the related Mortgaged Property is sold without the prior
      consent of the mortgagee thereunder;

    


    (r)
      The
      Mortgaged Property is not subject to any material damage. At origination of
      the
      Mortgage Loan there was not, since origination of the Mortgage Loan there has
      not been, and there currently is no proceeding pending for the total or partial
      condemnation of the Mortgaged Property. The Company has not received
      notification that any such proceedings are scheduled to commence at a future
      date;

    


    (s)
      The
      related Mortgage contains customary and enforceable provisions such as to render
      the rights and remedies of the holder thereof adequate for the realization
      against the Mortgaged Property of the benefits of the security 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 homestead
      or 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;

    


    (t)
      If
      the Mortgage constitutes a deed of trust, a trustee, authorized and duly
      qualified if required under applicable law to act as such, has been properly
      designated and currently so serves and is named in the Mortgage, and no fees
      or
      expenses, except as may be required by local law, are or will become payable
      by
      the Purchaser to the trustee under the deed of trust, except in connection
      with
      a trustee's sale or attempted sale after default by the Mortgagor;

    


    (u)
      The
      Mortgage File contains an appraisal of the related Mortgaged Property signed
      prior to the final approval of the mortgage loan application by a Qualified
      Appraiser who had no interest, direct or indirect, in the Mortgaged Property
      or
      in any loan made on the security thereof, and whose compensation is not affected
      by the approval or disapproval of the Mortgage Loan, and the appraisal and
      appraiser both satisfy the requirements of Fannie Mae or FHLMC and Title XI
      of
      the Federal Institutions Reform, Recovery, and Enforcement Act of 1989 and
      the
      regulations promulgated thereunder, all as in effect on the date the Mortgage
      Loan was originated. The appraisal is in a form acceptable to Fannie Mae or
      FHLMC;

    


    (v)
      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) (A) in compliance with any and all
      applicable licensing requirements of the laws of the state wherein the Mortgaged
      Property is located, and (B) (1) organized under the laws of such state, or
      (2)
      qualified to do business in such state, or (3) federal savings and loan
      associations or national banks or a Federal Home Loan Bank or savings bank
      having principal offices in such state, or (4) not doing business in such
      state;

    


    (w)
      The
      related Mortgage Note is not and has not been secured by any collateral except
      the lien of the corresponding Mortgage and the security interest of any
      applicable security agreement or chattel mortgage referred to above and such
      collateral does not serve as security for any other obligation;

    


    (x)
      The
      Mortgagor has received and has executed, where applicable, all disclosure
      materials required by applicable law with respect to the making of such mortgage
      loans;

    


    (y)
      The
      Mortgage Loan does not contain "graduated payment" features. Unless otherwise
      indicated on the related Mortgage Loan Schedule, no Mortgage Loan is subject
      to
      a buydown agreement or contains any buydown provision. With
      respect to any temporary Buydown Mortgage Loan, the maximum CLTV is ninety-five
      percent (95%); the maximum rate discount is three percent (3%), the maximum
      Buydown Period is three (3) years; the maximum increase is one percent (1%)
      per
      year; with respect to LTV that is 80.01% and above, the debt-to-income ratio
      and
      payment shock are calculated at the second year Mortgage Interest Rate;
with
      respect to LTV 80.00% and below, debt-to-income ratio and payment shock are
      calculated at the first year Mortgage Interest Rate. With respect to each
      Mortgage Loan that is a Buydown Mortgage Loan, (i) on or before the date of
      origination of such Mortgage Loan, the Company and the Mortgagor, or the
      Company, the Mortgagor and the seller of the Mortgaged Property or a third
      party
      entered into a Buydown Agreement. The Buydown Agreement provides that the seller
      of the Mortgaged Property (or third party) shall deliver to the Company
      temporary Buydown Funds in an amount equal to the aggregate undiscounted amount
      of payments that, when added to the amount the Mortgagor on such Mortgage Loan
      is obligated to pay on each Due Date in accordance with the terms of the Buydown
      Agreement, is equal to the full scheduled Monthly Payment due on such Mortgage
      Loan. The temporary Buydown Funds enable the Mortgagor to qualify for the
      Buydown Mortgage Loan. The effective interest rate of a Buydown Mortgage Loan
      if
      less than the interest rate set forth in the related Mortgage Note will increase
      within the Buydown Period as provided in the related Buydown Agreement so that
      the effective interest rate will be equal to the interest rate as set forth
      in
      the related Mortgage Note. The Buydown Mortgage Loan satisfies the requirements
      of Fannie Mae guidelines; (ii) The Mortgage and Mortgage Note reflect the
      permanent payment terms rather than the payment terms of the Buydown Agreement.
      The Buydown Agreement provides for the payment by the Mortgagor of the full
      amount of the Monthly Payment on any Due Date that the Buydown Funds are
      available. The Buydown Funds were not used to reduce the original principal
      balance of the Mortgage Loan or to increase the Appraised Value of the Mortgage
      Property when calculating the Loan-to-Value Ratios for purposes of the Agreement
      and, if the Buydown Funds were provided by the Seller and if required under
      Fannie Mae and FHLMC guidelines, the terms of the Buydown Agreement were
      disclosed to the appraiser of the Mortgaged Property; (iii) The Buydown Funds
      may not be refunded to the Mortgagor unless the Mortgagor makes a principal
      payment for the outstanding balance of the Mortgage Loan; (iv) As of the date
      of
      origination of the Mortgage Loan, the provisions of the related Buydown
      Agreement complied with the requirements of Fannie Mae and FHLMC regarding
      buydown agreements.

    


    (z)
      The
      Mortgagor is not in bankruptcy and, the Mortgagor is not insolvent and the
      Company has no knowledge of any circumstances or conditions with respect to
      the
      Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit
      standing that could reasonably be expected to cause investors to regard the
      Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to become
      delinquent, or materially adversely affect the value or marketability of the
      Mortgage Loan;

    


    (aa)
      Principal
      payments on the Mortgage Loan, other than the Interest Only Mortgage Loan,
      shall
      commence (with respect to any newly originated Mortgage Loans) or commenced
      no
      more than sixty (60) days after the proceeds of the Mortgage Loan were
      disbursed. The Mortgage Loan bears interest at the Mortgage Interest Rate.
      With
      respect to each Mortgage Loan, the Mortgage Note is payable on the first day
      of
      each month in Monthly Payments, which, (A) in the case of a fixed rate Mortgage
      Loan, are sufficient to fully amortize the original principal balance over
      the
      original term thereof and to pay interest at the related Mortgage Interest
      Rate,
      (B) in the case of an adjustable rate Mortgage Loan, other than the Interest
      Only Mortgage Loan, are changed on each Adjustment Date, and in any case, are
      sufficient to fully amortize the original principal balance over the original
      term thereof and to pay interest at the related Mortgage Interest Rate and
      (C)
      in the case of a Balloon Loan, are based on a fifteen (15) or thirty (30) year
      amortization schedule, as set forth in the related Mortgage Note, and a final
      monthly payment substantially greater than the preceding monthly payment which
      is sufficient to amortize the remaining principal balance of the Balloon Loan
      and to pay interest at the related Mortgage Interest Rate. The Index for each
      Adjustable Rate Mortgage Loan is as defined in the related Confirmation and
      the
      Mortgage Loan Schedule. The Mortgage Note does not permit negative amortization,
      unless otherwise noted on the related Mortgage Loan Schedule. No Mortgage Loan
      is a convertible Mortgage Loan; (D) in the case of an Interest Only Mortgage
      Loan, the monthly payments on each Interest Only Mortgage Loan during the
      related interest only period is equal to the product of the related Mortgage
      Interest Rate and the principal balance of such Mortgage Loan on the first
      day
      of each month and after such interest only period, except with respect to
      Interest Only Mortgage Loan that are adjustable rate Mortgage Loans, such
      Mortgage Loan is payable in equal monthly installments of principal and
      interest;

    


    (bb)
      If
      such Mortgage Loan is a Co-op
      Loan,
      the security instruments create a valid, enforceable and subsisting first
      priority security interest in the related cooperative shares securing the
      related cooperative note, subject only to (x) the lien of the related
      cooperative for unpaid assessments representing the Mortgagor’s pro rata share
      of payments for a blanket mortgage, if any, current and future real property
      taxes, insurance premiums, maintenance fees and other assessments to which
      like
      collateral is commonly subject and (y) other matters to which like collateral
      is
      commonly subject and which do not materially interfere with the benefits of
      the
      security intended to be provided; provided, however, that the related
      proprietary lease for the cooperative apartment may be subordinated or otherwise
      subject to the lien of a mortgage on the cooperative building;

     

    


    (cc)
      (INTENTIONALLY LEFT BLANK)

    


    (dd)
      (INTENTIONALLY LEFT BLANK)

     

    (ee)
      (INTENTIONALLY LEFT BLANK) 

    


    (ff)
      (INTENTIONALLY LEFT BLANK)

    


    (gg)
      (INTENTIONALLY LEFT BLANK) 

    


    (hh)
      In
      the event the Mortgage Loan had an LTV at origination greater than 80.00%,
      the
      excess of the principal balance of the Mortgage Loan over 75.0% of the Appraised
      Value of the Mortgaged Property with respect to a Refinanced Mortgage Loan,
      or
      the lesser of the Appraised Value or the purchase price of the Mortgaged
      Property with respect to a purchase money Mortgage Loan was insured as to
      payment defaults by a Primary Mortgage Insurance Policy issued by a Qualified
      Insurer. No Mortgage Loan has an LTV over 95%. All provisions of such Primary
      Mortgage Insurance Policy have been and are being complied with, such policy
      is
      in full force and effect, and all premiums due thereunder have been paid. No
      Mortgage Loan requires payment of such premiums, in whole or in part, by the
      Purchaser. No action, inaction, or event has occurred and no state of facts
      exists that has, or will result in the exclusion from, denial of, or defense
      to
      coverage. Any Mortgage Loan subject to a Primary Mortgage Insurance Policy
      obligates the Mortgagor thereunder to maintain the Primary Mortgage Insurance
      Policy, subject to state and federal law, and to pay all premiums and charges
      in
      connection therewith. No action has been taken or failed to be taken, on or
      prior to the Closing Date which has resulted or will result in an exclusion
      from, denial of, or defense to coverage under any Primary Mortgage Insurance
      Policy (including, without limitation, any exclusions, denials or defenses
      which
      would limit or reduce the availability of the timely payment of the full amount
      of the loss otherwise due thereunder to the insured) whether arising out of
      actions, representations, errors, omissions, negligence, or fraud of the Company
      or the Mortgagor, or for any other reason under such coverage; The mortgage
      interest rate for the Mortgage Loan as set forth on the related Mortgage Loan
      Schedule is net of any such insurance premium. None of the Mortgage Loans are
      subject to “lender-paid” mortgage insurance;

     

    (ii) The
      Assignment is in recordable form and is acceptable for recording under the
      laws
      of the jurisdiction in which the Mortgaged Property is located;

    


    (jj) Unless
      specified on the related Mortgage Loan Schedule, none of the Mortgage Loans
      are
      secured by an interest in a leasehold estate. The Mortgaged Property is located
      in the state identified in the related Mortgage Loan Schedule and consists
      of a
      single parcel of real property with a detached single family residence erected
      thereon, or a townhouse, or a two-to four-family dwelling, or an individual
      condominium unit in a condominium project, or an individual unit in a planned
      unit development or a de minimis planned unit development, provided, however,
      that no residence or dwelling is a single parcel of real property with a
      manufactured home not affixed to a permanent foundation, or a mobile home.
      Any
      condominium unit or planned unit development conforms with the Company’s
      underwriting guidelines. As
      of the
      date of origination, no portion of any Mortgaged Property was used for
      commercial purposes, and since the Origination Date, no portion of any Mortgaged
      Property has been, or currently is, used for commercial purposes;

    


    (kk) Payments
      on the Mortgage Loan commenced no more than sixty (60) days after the funds
      were
      disbursed in connection with the Mortgage Loan. The Mortgage Note is payable
      on
      the first day of each month in monthly installments of principal (if applicable)
      and interest, which installments are subject to change due to the adjustments
      to
      the Mortgage Interest Rate on each Adjustment Date, with interest calculated
      and
      payable in arrears. Each of the Mortgage Loans will amortize fully by the stated
      maturity date, over an original term of not more than thirty years from
      commencement of amortization;

    


    (ll) As
      of the
      Closing Date of the Mortgage Loan, the Mortgage Property was 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 and fire underwriting certificates,
      have been made or obtained from the appropriate authorities;

    


    (mm) There
      is
      no pending action or proceeding directly involving the Mortgaged Property in
      which compliance with any environmental law, rule or regulation is an issue;
      Company has no knowledge of any violation of any environmental law, rule or
      regulation with respect to the Mortgaged Property; and the Company has not
      received any notice of any environmental hazard on the Mortgaged Property and
      nothing further remains to be done to satisfy in full all requirements of each
      such law, rule or regulation constituting a prerequisite to use and enjoyment
      of
      said property;

    


    (nn) The
      Mortgagor has not notified the Company, and the Company has no knowledge of
      any
      relief requested or allowed to the Mortgagor under the Soldiers' and Sailors'
      Civil Relief Act of 1940;

    


    (oo)
       No
      Mortgage Loan is a construction or rehabilitation Mortgage Loan or was made
      to
      facilitate the trade-in or exchange of a Mortgaged Property;

    


    (pp) The
      Mortgagor for each Mortgage Loan is a natural person;

    


    (qq) [Reserved]; 

    


    (rr)
       With
      respect to each Mortgage Loan that has a prepayment penalty feature, each such
      prepayment penalty is enforceable and will be enforced by the Company and each
      prepayment penalty is permitted pursuant to federal, state and local law. No
      Mortgage Loan will impose a prepayment penalty for a term in excess of five
      years from the date such Mortgage Loan was originated;

    


    (ss)
       With
      respect to each Mortgage Loan either (i) the fair market value of the Mortgaged
      Property securing such Mortgage Loan was at least equal to 80 percent of the
      original principal balance of such Mortgage Loan at the time such Mortgage
      Loan
      was originated or (ii) (a) the Mortgage Loan is only secured by the Mortgage
      Property and (b) substantially all of the proceeds of such Mortgage Loan were
      used to acquire or to improve or protect the Mortgage Property. For the purposes
      of the preceding sentence, if the Mortgage Loan has been significantly modified
      other than as a result of a default or a reasonable foreseeable default, the
      modified Mortgage Loan will be viewed as having been originated on the date
      of
      the modification;

    


    (tt)
      The
      Mortgage Loan was originated by a mortgagee approved by the Secretary of Housing
      and Urban Development pursuant to sections 203 and 211 of the National Housing
      Act, a savings and loan association, a savings bank, a commercial bank, credit
      union, insurance company or similar institution which is supervised and examined
      by a federal or state authority; 

    


    (uu)
      None
      of the Mortgage Loans are simple interest Mortgage Loans and none of the
      Mortgaged Properties are timeshares; 

    


    (vv)
      All
      of the terms of the Mortgage pertaining to interest rate adjustments, payment
      adjustments and adjustments of the outstanding principal balance are
      enforceable, all such adjustments have been properly made, including the mailing
      of required notices, and such adjustments do not and will not affect the
      priority of the Mortgage lien. With respect to each Mortgage Loan which has
      passed its initial Adjustment Date, Company has performed an audit of the
      Mortgage Loan to determine whether all interest rate adjustments have been
      made
      in accordance with the terms of the Mortgage Note and Mortgage;

    


    (ww)
      Each
      Mortgage Note, each Mortgage, each Assignment and any other documents required
      pursuant to this Agreement to be delivered to the Purchaser or its designee,
      or
      its assignee for each Mortgage Loan, have been, on or before the related Closing
      Date, delivered to the Purchaser or its designee, or its assignee;

    


    (xx)
      There is no Mortgage Loan that was originated on or after October 1, 2002 and
      before March 7, 2003, which is secured by property located in the State of
      Georgia;

    


    (yy)
      No
      proceeds from any Mortgage Loan were used to finance single premium credit
      insurance policies;

    


    (zz)
       [Reserved];

    


    (aaa) The
      methodology used in underwriting the extension of credit for each Mortgage
      Loan
      employs objective mathematical principles which relate the borrower’s income,
      assets and liabilities to the proposed payment and such underwriting methodology
      does not rely on the extent of the borrower’s equity in the collateral as the
      principal determining factor in approving such credit extension. Such
      underwriting methodology confirmed that at the time of origination
      (application/approval) the borrower had a reasonable ability to make timely
      payments on the Mortgage Loan;

     

    (bbb) With
      respect to any Mortgage Loan that contains a provision permitting imposition
      of
      a premium upon a prepayment prior to maturity: (i) prior to the loan’s
      origination, the borrower agreed to such premium in exchange for a monetary
      benefit, including but not limited to a rate or fee reduction, (ii) prior to
      the
      loan’s origination, the borrower was offered the option of obtaining a mortgage
      loan that did not require payment of such a premium, (iii) the prepayment
      premium is disclosed to the borrower in the loan documents pursuant to
      applicable state and federal law, and (iv) notwithstanding any state or federal
      law to the contrary, the Servicer shall not impose such prepayment premium
      in
      any instance when the mortgage debt is accelerated as the result of the
      borrower’s default in making the loan payments;

     

    (ccc) No
      borrower was required to purchase any credit life, disability, accident or
      health insurance product as a condition of obtaining the extension of credit.
      No
      borrower obtained a prepaid single-premium credit life, disability, accident
      or
      health insurance policy in connection with the origination of the Mortgage
      Loan;
      No proceeds from any Mortgage Loan were used to purchase single premium credit
      insurance policies as part of the origination of, or as a condition to closing,
      such Mortgage Loan; 

     

    (ddd) [Reserved],
      

     

    (eee)
      Any
      Mortgage Loan with a Mortgaged Property in the State of Illinois complies with
      the Illinois Interest Act, if applicable; 

    


    (fff)
      With
      respect to any Mortgage Loan originated on or after August 1, 2004 and
      underlying the security, neither the related Mortgage nor the related Mortgage
      Note requires the borrower to submit to arbitration to resolve any dispute
      arising out of or relating in any way to the mortgage loan
      transaction;

     

    (ggg)
      No
      Mortgage Loan is secured by Mortgaged Property in the Commonwealth of
      Massachusetts with a loan application date on or after November 7, 2004 that
      refinances a mortgage loan that is less than sixty (60) months old, unless
      such
      Mortgage Loan (1) is on an investment property, (ii) meets the requirements
      set
      forth in the Code of Massachusetts Regulation (“CMR”), 209 CMR 53.04(1)(b), or
      (iii) meets the requirements set forth in the 209 CMR 53.04(1)(c);

    


    (hhh)
      For
      any Mortgage Loan with the related Mortgaged Property located in State of Texas
      which is a second lien and the interest rate is in excess of 10% and where
      terms
      of the Mortgage Note contain a provision for which the Mortgagor may be entitled
      to prepaid interest upon payoff, no Mortgagor paid any administrative fees,
      points, or loan origination fees which would actually result in any prepaid
      interest being due the Mortgagor under the terms of the Mortgage
      Note;

     

    (iii)  
      The Company has complied with all applicable anti-money laundering laws and
      regulations, including without limitation the USA Patriot Act of 2001
      (collectively, the Anti-Money Laundering Laws").  The Company has
      established an anti-money laundering compliance program as required by the
      Anti-Money Laundering Laws and has conducted the requisite due diligence in
      connection with the origination of each Mortgage Loan for the purposes of the
      Anti-Money Laundering Laws.  The Company further represents that it
      takes reasonable efforts to determine whether any Mortgagor appears on any
      list of blocked or prohibited parties designated by the U.S. Department of
      Treasury; and

     

    (jjj)
      If
      the Mortgage Loan is secured by a long-term residential lease, (1) the terms
      of
      such lease expressly permit the mortgaging of the leasehold estate, the
      assignment of the lease without the lessor’s consent (or the lessor’s consent
      has been obtained) and the acquisition by the holder of the Mortgage of the
      rights of the lessee upon foreclosure or assignment in lieu of foreclosure
      or
      provide the holder of the Mortgage with substantially similar protection (2)
      the
      terms of such lease do not (a) allow the termination thereof upon the lessee’s
      default without the holder of the Mortgage being entitled to receive written
      notice of, and opportunity to cure, such default, (b) allow the termination
      of a
      lease in the event of damage or destruction as long as the Mortgage is in
      existence or (c) prohibit the holder of the Mortgage from being insured under
      the hazard insurance policy relating to the Mortgaged Property (3) the original
      term of such lease is not less than 15 years (4) the term of such lease does
      not
      terminate earlier than 5 years after the maturity date of the Note and (5)
      the
      Mortgaged Property is located in a jurisdiction in which the use of leasehold
      estates for residential properties is a widely-accepted practice. 

     

    Section
      3.03 Repurchase;
      Substitution.

    


    It
      is
      understood and agreed that the representations and warranties set forth in
      Sections 3.01 and 3.02 shall survive the sale of the Mortgage Loans and delivery
      of the Mortgage Loan Documents to the Purchaser, or its designee, and shall
      inure to the benefit of the Purchaser, notwithstanding any restrictive or
      qualified endorsement on any Mortgage Note or Assignment or the examination,
      or
      lack of examination, of any Mortgage File. Upon discovery by either the Company
      or the Purchaser of a breach of any of the foregoing representations and
      warranties which materially and adversely affects the value of the Mortgage
      Loans or the interest of the Purchaser in any Mortgage Loan, the party
      discovering such breach shall give prompt written notice to the other. The
      Company shall have a period of sixty (60) days from the earlier of its discovery
      or its receipt of notice of any such breach within which to correct or cure
      such
      breach. The Company hereby covenants and agrees that if any such breach is
      not
      corrected or cured within such sixty day period, the Company shall, at the
      Purchaser's option and not later than ninety (90) days of its discovery or
      its
      receipt of notice of such breach, repurchase such Mortgage Loan at the
      Repurchase Price or, with the Purchaser's prior consent and at Purchaser’s sole
      option, substitute a Mortgage Loan as provided below. In the event that any
      such
      breach shall involve any representation or warranty set forth in Section 3.01,
      and such breach is not cured within sixty (60) days of the earlier of either
      discovery by or notice to the Company of such breach, all Mortgage Loans shall,
      at the option of the Purchaser, be repurchased by the Company at the Repurchase
      Price. Any such repurchase shall be accomplished by wire transfer of immediately
      available funds to Purchaser in the amount of the Repurchase Price.

    


    If
      the
      Company is required to repurchase any Mortgage Loan pursuant to this Section
      3.03, the Company may, with the Purchaser's prior consent and at Purchaser’s
      sole option, within ninety (90) days from the related Closing Date, remove
      such
      defective Mortgage Loan from the terms of this Agreement and substitute another
      mortgage loan for such defective Mortgage Loan, in lieu of repurchasing such
      defective Mortgage Loan. Any substitute Mortgage Loan is subject to Purchaser
      acceptability. Any substituted Loans will comply with the representations and
      warranties set forth in this Agreement as of the substitution date

    


    The
      Company shall amend the related Mortgage Loan Schedule to reflect the withdrawal
      of the removed Mortgage Loan from this Agreement and the substitution of such
      substitute Mortgage Loan therefor. Upon such amendment, the Purchaser shall
      review the Mortgage File delivered to it relating to the substitute Mortgage
      Loan. In the event of such a substitution, accrued interest on the substitute
      Mortgage Loan for the month in which the substitution occurs and any Principal
      Prepayments made thereon during such month shall be the property of the
      Purchaser and accrued interest for such month on the Mortgage Loan for which
      the
      substitution is made and any Principal Prepayments made thereon during such
      month shall be the property of the Company. The principal payment on a
      substitute Mortgage Loan due on the Due Date in the month of substitution shall
      be the property of the Company and the principal payment on the Mortgage Loan
      for which the substitution is made due on such date shall be the property of
      the
      Purchaser.

    


    For
      any
      month in which the Company is permitted to substitute one or more substitute
      Mortgage Loans, the Company will determine the amount (if any) by which the
      aggregate Stated Principal Balance (after application of the principal portion
      of all scheduled payments due in the month of substitution) of all the
      substitute Mortgage Loans in the month of substitution is less then the
      aggregate Stated Principal Balance (after application of the principal portion
      of the scheduled payment due in the month of substitution) of the such replaced
      Mortgage Loan. An amount equal to the aggregate of such deficiencies described
      in the preceding sentence for any Remittance Date shall be deposited into the
      Custodial Account by the Company on the related Determination Date in the month
      following the calendar month during which the substitution occurred.


    


    It
      is
      understood and agreed that the obligation of the Company set forth in this
      Section 3.03 to cure, repurchase or substitute for a defective Mortgage Loan,
      and to indemnify Purchaser pursuant to Section 8.01, constitute the sole
      remedies of the Purchaser respecting a breach of the foregoing representations
      and warranties. If the Company fails to repurchase or substitute for a defective
      Mortgage Loan in accordance with this Section 3.03, or fails to cure a defective
      Mortgage Loan to Purchaser's reasonable satisfaction in accordance with this
      Section 3.03, or to indemnify Purchaser pursuant to Section 8.01, that failure
      shall be an Event of Default and the Purchaser shall be entitled to pursue
      all
      remedies available in this Agreement as a result thereof. No provision of this
      paragraph shall affect the rights of the Purchaser to terminate this Agreement
      for cause, as set forth in Sections 10.01 and 11.01.

    


    Any
      cause
      of action against the Company relating to or arising out of the breach of any
      representations and warranties made in Sections 3.01 and 3.02 shall accrue
      as to
      any Mortgage Loan upon (i) the earlier of discovery of such breach by the
      Company or notice thereof by the Purchaser to the Company, (ii) failure by
      the
      Company to cure such breach or repurchase such Mortgage Loan as specified above,
      and (iii) demand upon the Company by the Purchaser for compliance with this
      Agreement.

    


    In
      the
      event that any Mortgage Loan is held by a REMIC, notwithstanding any contrary
      provision of this Agreement, with respect to any Mortgage Loan that is not
      in
      default or as to which no default is imminent, no substitution pursuant to
      Subsection 3.03 shall be made after the applicable REMIC's "start up day" (as
      defined in Section 860G(a) (9) of the Code), unless the Company has obtained
      an
      Opinion of Counsel to the effect that such substitution will not (i) result
      in
      the imposition of taxes on "prohibited transactions" of such REMIC (as defined
      in Section 860F of the Code) or otherwise subject the REMIC to tax, or (ii)
      cause the REMIC to fail to qualify as a REMIC at any time.

    


    If
      pursuant to the foregoing provisions the Company repurchases a Mortgage Loan
      that is a MERS Mortgage Loan, the Company shall either (a) cause MERS to execute
      and deliver an assignment of the Mortgage in recordable form to transfer the
      Mortgage from MERS to the Company and shall cause such Mortgage to be removed
      from registration on the MERS® System in accordance with MERS’ rules and
      regulations or (b) cause MERS to designate on the MERS® System the Company as
      the beneficial holder of such Mortgage Loan.

    


    Section
      3.04 Representations
      and Warranties of the Purchaser.

     

    The
      Purchaser represents, warrants and convenants to the Company that, as of the
      related Closing Date or as of such date specifically provided
      herein:

    


    (a)  The
      Purchaser is a corporation, dully organized validly existing and in good
      standing under the laws of the State of Delaware and is qualified to transact
      business in, is in good standing under the laws of, and possesses all licenses
      necessary for the conduct of its business in, each state in which any Mortgaged
      Property is located or is otherwise except or not required under applicable
      law
      to effect such qualification or license;

    


    (b)  The
      Purchaser has full power and authority to hold each Mortgage Loan, to purchase
      each Mortgage Loan pursuant to this Agreement and the related Term Sheet and
      to
      execute, deliver and perform, and to enter into and consummate all transactions
      contemplated by this Agreement and the related Term Sheet and to conduct its
      business as presently conducted, has duly authorized the execution, delivery
      and
      performance of this Agreement and the related Term Sheet, has duly executed
      and
      delivered this Agreement and the related Term Sheet;

    


    (c) None
      of
      the execution and delivery of this Agreement and the related Term Sheet, the
      purchase of the Mortgage Loans, the consummation of the transactions
      contemplated hereby, or the fulfillment of or compliance with the terms and
      conditions of this Agreement and the related Term Sheet will conflict with
      any
      of the terms, conditions or provisions of the Purchaser’s charter or by-laws or
      materially conflict with or result in a material breach of any of the terms,
      conditions or provisions
      of any legal restriction or any agreement or instrument to which the Purchaser
      is now a party or by which it is bound, or constitute a default or result in
      an
      acceleration under any of the foregoing, or result in the material violation
      of
      any law, rule, regulation, order, judgment or decree to which the Purchaser
      or
      its property is subject;

    


    (d) There
      is
      no litigation pending or to the best of the Purchaser’s knowledge, threatened
      with respect to the Purchaser which is reasonably likely to have a material
      adverse effect on the purchase of the related Mortgage Loans, the execution,
      delivery or enforceability of this Agreement and the related Term Sheet, or
      which is reasonably likely to have a material adverse effect on the financial
      condition of the Purchaser;

    


    (e) No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Purchaser
      of
      or compliance by the Purchaser with this Agreement and the related Term Sheet,
      the purchase of the Mortgage Loans or the consummation of the transactions
      contemplated by this Agreement and the related Term Sheet except for consents,
      approvals, authorizations and orders which have been obtained;

    


    (f) The
      consummation of the transactions contemplated by this Agreement and the related
      Term Sheet is in the ordinary course of business of the Purchaser;

    


    (h) The
      Purchaser will treat the purchase of the Mortgage Loans from the Company as
      a
      purchase for reporting, tax and accounting purposes; and

    


    (i) The
      Purchaser does not believe, nor does it have any cause or reason to believe,
      that it cannot perform each and every of its covenants contained in this
      Agreement and the related Term Sheet.

    


    The
      Purchaser shall indemnify the Company and hold it harmless against any claims,
      proceedings, losses, damages, penalties, fines, forfeitures, reasonable and
      necessary legal fees and related costs, judgments, and other costs and expenses
      resulting from a breach by the Purchaser of the representations and warranties
      contained in this Section 3.04. It is understood and agreed that the obligations
      of the Purchaser set forth in this Section 3.04 to indemnify the Company as
      provided herein constitute the sole remedies of the Company respecting a breach
      of the foregoing representations and warranties.

    


    


    ARTICLE
      IV

    


    ADMINISTRATION
      AND SERVICING OF MORTGAGE LOANS

    


    Section
      4.01 Company
      to Act as Servicer.

    


    The
      Company, as independent contract servicer, shall service and administer the
      Mortgage Loans in accordance with this Agreement and the related Term Sheet
      and
      with Accepted Servicing Practices, and shall have full power and authority,
      acting alone, to do or cause to be done any and all things in connection with
      such servicing and administration which the Company may deem necessary or
      desirable and consistent with the terms of this Agreement and the related Term
      Sheet and with Accepted Servicing Practices and exercise the same care that
      it
      customarily employs for its own account. Except as set forth in this Agreement
      and the related Term Sheet, the Company shall service the Mortgage Loans in
      strict compliance with the servicing provisions of the Fannie Mae Guides
      (special servicing option), which include, but are not limited to, provisions
      regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan
      payments, the payment of taxes, insurance and other charges, the maintenance
      of
      hazard insurance with a Qualified Insurer, the maintenance of mortgage
      impairment insurance, the maintenance of fidelity bond and errors and omissions
      insurance, inspections, the restoration of Mortgaged Property, the maintenance
      of Primary Mortgage Insurance Policies, insurance claims, the title, management
      and disposition of REO Property, permitted withdrawals with respect to REO
      Property, liquidation reports, and reports of foreclosures and abandonments
      of
      Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage
      Files, annual statements, and examination of records and facilities. In the
      event of any conflict, inconsistency or discrepancy between any of the servicing
      provisions of this Agreement and the related Term Sheet and any of the servicing
      provisions of the Fannie Mae Guides, the provisions of this Agreement and the
      related Term Sheet shall control and be binding upon the Purchaser and the
      Company. 

    


    Consistent
      with the terms of this Agreement and the related Term Sheet, the Company may
      waive, modify or vary any term of any Mortgage Loan or consent to the
      postponement of any such term or in any manner grant indulgence to any Mortgagor
      if in the Company's reasonable and prudent determination such waiver,
      modification, postponement or indulgence is not materially adverse to the
      Purchaser, provided, however, that unless the Company has obtained the prior
      written consent of the Purchaser, the Company shall not permit any modification
      with respect to any Mortgage Loan that would change the Mortgage Interest Rate,
      defer for more than ninety days or forgive any payment of principal or interest,
      reduce or increase the outstanding principal balance (except for actual payments
      of principal) or change the final maturity date on such Mortgage Loan. In the
      event of any such modification which has been agreed to in writing by the
      Purchaser and which permits the deferral of interest or principal payments
      on
      any Mortgage Loan, the Company shall, on the Business Day immediately preceding
      the Remittance Date in any month in which any such principal or interest payment
      has been deferred, deposit in the Custodial Account from its own funds, in
      accordance with Section 4.04, the difference between (a) such month's principal
      and one month's interest at the Mortgage Loan Remittance Rate on the unpaid
      principal balance of such Mortgage Loan and (b) the amount paid by the
      Mortgagor. The Company shall be entitled to reimbursement for such advances
      to
      the same extent as for all other advances pursuant to Section 4.05. Without
      limiting the generality of the foregoing, the Company shall continue, and is
      hereby authorized and empowered, to prepare, execute and deliver, all
      instruments of satisfaction or cancellation, or of partial or full release,
      discharge and all other comparable instruments, with respect to the Mortgage
      Loans and with respect to the Mortgaged Properties. Notwithstanding
      anything herein to the contrary, the Company may not enter into a forbearance
      agreement or similar arrangement with respect to any Mortgage Loan which term
      exceeds 12 months in duration. Any such agreement shall be approved by Purchaser
      and, if required, by the Primary Mortgage Insurance Policy insurer, if required.
      Any other loss mitigation or workout alternatives, such as short sales or deeds
      in lieu of foreclosure, shall be subject to the approval of the Purchaser and
      the Primary Mortgage Insurance Policy insurer if applicable.

    


    Notwithstanding
      anything in this Agreement to the contrary, if any Mortgage Loan becomes subject
      to a Pass-Through Transfer, the Company (a) with respect to such Mortgage Loan,
      shall not permit any modification with respect to such Mortgage Loan that would
      change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor is
      in
      default with respect to such Mortgage Loan or such default is, in the judgment
      of the Company, reasonably foreseeable) make or permit any modification, waiver
      or amendment of any term of such Mortgage Loan that would both (i) effect an
      exchange or reissuance of such Mortgage Loan under Section 1001 of the Code
      (or
      Treasury regulations promulgated thereunder) and (ii) cause any REMIC to fail
      to
      qualify as a REMIC under the Code or the imposition of any tax on “prohibited
      transactions” or “contributions” after the startup date under the REMIC
      Provisions.

    


    Prior
      to
      taking any action with respect to the Mortgage Loans subject to a Pass-Through
      Transfer, which is not contemplated under the terms of this Agreement, the
      Company will obtain an Opinion of Counsel acceptable to the trustee in such
      Pass-Through Transfer with respect to whether such action could result in the
      imposition of a tax upon any REMIC (including but not limited to the tax on
      prohibited transactions as defined in Section 860F(a)(2) of the Code and the
      tax
      on contributions to a REMIC set forth in Section 860G(d) of the Code)(either
      such event, an “Adverse REMIC Event”), and the Company shall not take any such
      actions as to which it has been advised that an Adverse REMIC Event could
      occur.

    


    The
      Company shall not permit the creation of any “interests” (within the meaning of
      Section 860G of the Code) in any REMIC. The Company shall not enter into any
      arrangement by which a REMIC will receive a fee or other compensation for
      services nor permit a REMIC to receive any income from assets other than
“qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted
      investments” as defined in Section 860G(a)(5) of the Code.

    


    In
      servicing and administering the Mortgage Loans, the Company shall employ
      Accepted Servicing Practices, giving due consideration to the Purchaser's
      reliance on the Company. Unless a different time period is stated in this
      Agreement or the related Term Sheet, Purchaser shall be deemed to have given
      consent in connection with a particular matter if Purchaser does not
      affirmatively grant or deny consent within five (5) Business Days from the
      date
      Purchaser receives a second written request for consent for such matter from
      Company as servicer. 

    


    The
      Mortgage Loans may be subserviced by a Subservicer on behalf of the Company
      provided that the Subservicer is an entity that engages in the business of
      servicing loans, and in either case shall be authorized to transact business,
      and licensed to service mortgage loans, in the state or states where the related
      Mortgaged Properties it is to service are situated, if and to the extent
      required by applicable law to enable the Subservicer to perform its obligations
      hereunder and under the Subservicing Agreement, and in either case shall be
      a
      FHLMC or Fannie Mae approved mortgage servicer in good standing, and no event
      has occurred, including but not limited to a change in insurance coverage,
      which
      would make it unable to comply with the eligibility requirements for lenders
      imposed by Fannie Mae or for seller/servicers imposed by Fannie Mae or FHLMC,
      or
      which would require notification to Fannie Mae or FHLMC. In addition, each
      Subservicer will obtain and preserve its qualifications to do business as a
      foreign corporation and its licenses to service mortgage loans, in each
      jurisdiction in which such qualifications and/or licenses are or shall be
      necessary to protect the validity and enforceability of this Agreement, or
      any
      of the Mortgage Loans and to perform or cause to be performed its duties under
      the related Subservicing Agreement. The Company may perform any of its servicing
      responsibilities hereunder or may cause the Subservicer to perform any such
      servicing responsibilities on its behalf, but the use by the Company of the
      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
      the Subservicer as fully as if such acts and omissions were those of the
      Company. The Company shall pay all fees and expenses of the Subservicer from
      its
      own funds, and the Subservicer's fee shall not exceed the Servicing Fee. Company
      shall notify Purchaser promptly in writing upon the appointment of any
      Subservicer.

    


    At
      the
      cost and expense of the Company, without any right of reimbursement from the
      Custodial Account, the Company shall be entitled to terminate the rights and
      responsibilities of the Subservicer and arrange for any servicing
      responsibilities to be performed by a successor subservicer meeting the
      requirements in the preceding paragraph, 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 Mortgage Loans itself.
      In
      the event that the Company's responsibilities and duties under this Agreement
      are terminated pursuant to Section 4.13, 8.04, 9.01 or 10.01 and if requested
      to
      do so by the Purchaser, the Company shall at its own cost and expense terminate
      the rights and responsibilities of the 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
      the
      Subservicer from the Company's own funds without reimbursement from the
      Purchaser.

    


    Notwithstanding
      any of the provisions of this Agreement relating to agreements or arrangements
      between the Company and the Subservicer or any reference herein to actions
      taken
      through the Subservicer or otherwise, the Company shall not be relieved of
      its
      obligations to the Purchaser and shall be obligated to the same extent and
      under
      the same terms and conditions as if it alone were servicing and administering
      the Mortgage Loans. The Company shall be entitled to enter into an agreement
      with the Subservicer for indemnification of the Company by the Subservicer
      and
      nothing contained in this Agreement shall be deemed to limit or modify such
      indemnification. The Company will indemnify and hold Purchaser harmless from
      any
      loss, liability or expense arising out of its use of a Subservicer to perform
      any of its servicing duties, responsibilities and obligations
      hereunder.

    


    Any
      Subservicing Agreement and any other transactions or services relating to the
      Mortgage Loans involving the Subservicer shall be deemed to be between the
      Subservicer and Company alone, and the Purchaser shall have no obligations,
      duties or liabilities with respect to the Subservicer including no obligation,
      duty or liability of Purchaser to pay the Subservicer's fees and expenses.
      For
      purposes of distributions and advances by the Company pursuant to this
      Agreement, the Company shall be deemed to have received a payment on a Mortgage
      Loan when the Subservicer has received such payment.

    


    The
      Company will
      transmit full-file credit reporting data for each Mortgage Loan pursuant to
      the
      Fannie Mae Selling Guide and that for each Mortgage Loan, the Company agrees
      it
      shall report one of the following statuses each month as follows: new
      origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or
      charged-off.

     

    Section
      4.02 Collection
      of Mortgage Loan Payments.

    


    Continuously
      from the date hereof until the date each Mortgage Loan ceases to be subject
      to
      this Agreement, the Company will proceed diligently to collect all payments
      due
      under each Mortgage Loan when the same shall become due and payable and shall,
      to the extent such procedures shall be consistent with this Agreement, Accepted
      Servicing Practices, and the terms and provisions of any related Primary
      Mortgage Insurance Policy, follow such collection procedures as it follows
      with
      respect to mortgage loans comparable to the Mortgage Loans and held for its
      own
      account. Further, the Company will take special care in ascertaining and
      estimating annual escrow payments, and all other charges that, as provided
      in
      the Mortgage, will become due and payable, so that the installments payable
      by
      the Mortgagors will be sufficient to pay such charges as and when they become
      due and payable.

    


    Section
      4.03 Realization
      Upon Defaulted Mortgage

    


    The
      Company shall use its best efforts, consistent with the procedures that the
      Company would use in servicing loans for its own account, consistent with
      Accepted Servicing Practices, any Primary Mortgage Insurance Policies and the
      best interest of Purchaser, to foreclose upon or otherwise comparably convert
      the ownership of properties securing such of the Mortgage Loans as come into
      and
      continue in default and as to which no satisfactory arrangements can be made
      for
      collection of delinquent payments pursuant to Section 4.01. . Loan shall be
      demanded within 90 days of default for Mortgaged Properties for which no
      satisfactory arrangements can be made for collection of delinquent payments,
      subject to state and federal law and regulation. Foreclosure or comparable
      proceedings shall be initiated within one
      hundred twenty (120) days of default for Mortgaged Properties for which no
      satisfactory arrangements can be made for collection of delinquent payments,
      subject to state and federal law and regulation. In the event any payment due
      under any Mortgage Loan is not paid when the same becomes due and payable,
      or in
      the event the Mortgagor fails to perform any other covenant or obligation under
      the Mortgage Loan and such failure continues beyond any applicable grace period,
      the Company will proceed diligently to collect all payments due and shall take
      such action, including commencing foreclosure, as it shall reasonably deem
      to be
      in the best interests of the Purchaser in a manner consistent with Accepted
      Servicing Practices,
      subject
      to state and federal law and regulation. The Company shall use its best efforts
      to realize upon defaulted Mortgage Loans in such manner as will maximize the
      receipt of principal and interest by the Purchaser, taking into account, among
      other things, the timing of foreclosure proceedings. The foregoing is subject
      to
      the provisions that, in any case in which a Mortgaged Property shall have
      suffered damage, the Company shall not be required to expend its own funds
      toward the restoration of such property unless it shall determine in its
      discretion (i) that such restoration will increase the proceeds of liquidation
      of the related Mortgage Loan to the Purchaser after reimbursement to itself
      for
      such expenses, and (ii) that such expenses will be recoverable by the Company
      through Insurance Proceeds or Liquidation Proceeds from the related Mortgaged
      Property, as contemplated in Section 4.05. Company shall obtain prior approval
      of Purchaser as to repair or restoration expenses in excess of ten thousand
      dollars ($10,000). The Company shall be responsible for all costs and expenses
      incurred by it in any such proceedings or functions; provided, however, that
      it
      shall be entitled to reimbursement thereof from the related property, as
      contemplated in Section 4.05. Notwithstanding anything to the contrary contained
      herein, in connection with a foreclosure or acceptance of a deed in lieu of
      foreclosure, in the event the Company has reasonable cause to believe that
      a
      Mortgaged Property is contaminated by hazardous or toxic substances or wastes,
      or if the Purchaser otherwise requests an environmental inspection or review
      of
      such Mortgaged Property, such an inspection or review is to be conducted by
      a
      qualified inspector at the Purchaser's expense. Upon completion of the
      inspection, the Company shall promptly provide the Purchaser with a written
      report of the environmental inspection. After reviewing the environmental
      inspection report, the Purchaser shall determine how the Company shall proceed
      with respect to the Mortgaged Property. 

    


    Notwithstanding
      anything to the contrary contained herein, the Purchaser may, at the Purchaser's
      sole option, terminate the Company as servicer of any Mortgage Loan which
      becomes ninety (90) days or greater delinquent in payment of a scheduled Monthly
      Payment, without payment of any termination fee with respect thereto, provided
      that the Company shall on the date said termination takes effect be reimbursed
      for any unreimbursed advances of the Company's funds made pursuant to Section
      5.03 and any unreimbursed Servicing Advances and Servicing Fees in each case
      relating to the Mortgage Loan underlying such delinquent Mortgage Loan
      notwithstanding anything to the contrary set forth in Section 4.05. In the
      event
      of any such termination, the provisions of Section 11.01 hereof shall apply
      to
      said termination and the transfer of servicing responsibilities with respect
      to
      such delinquent Mortgage Loan to the Purchaser or its designee.

    


    In
      the
      event that a Mortgage Loan becomes part of a REMIC, and becomes REO Property,
      such property shall be disposed of by the Company, with the consent of Purchaser
      as required pursuant to this Agreement, before the close of the third taxable
      year following the taxable year in which the Mortgage Loan became an REO
      Property, unless the Company provides to the trustee under such REMIC an opinion
      of counsel to the effect that the holding of such REO Property subsequent to
      the
      close of the third taxable year following the taxable year in which the Mortgage
      Loan became an REO Property, will not result in the imposition of taxes on
      "prohibited transactions" as defined in Section 860F of the Code, or cause
      the
      transaction to fail to qualify as a REMIC at any time that certificates are
      outstanding. Company shall manage, conserve, protect and operate each such
      REO
      Property for the certificateholders solely for the purpose of its prompt
      disposition and sale in a manner which does not cause such property to fail
      to
      qualify as "foreclosure property" within the meaning of Section 860F(a)(2)(E)
      of
      the Code, or any "net income from foreclosure property" which is subject to
      taxation under the REMIC provisions of the Code. Pursuant to its efforts to
      sell
      such property, the Company shall either itself or through an agent selected
      by
      Company, protect and conserve such property in the same manner and to such
      an
      extent as is customary in the locality where such property is located.
      Additionally, Company shall perform the tax withholding and reporting related
      to
      Sections 1445 and 6050J of the Code.

    


    Section
      4.04 Establishment
      of Custodial Accounts; Deposits in Custodial Accounts.

    


    The
      Company shall segregate and hold all funds collected and received pursuant
      to
      each Mortgage Loan separate and apart from any of its own funds and general
      assets and shall establish and maintain one or more Custodial Accounts. The
      Custodial Account shall be an Eligible Account. Funds deposited in the Custodial
      Account, which shall be deposited within 24 hours of receipt, shall at all
      times
      be insured by the FDIC up to the FDIC insurance limits, or must be invested
      in
      Permitted Investments for the benefit of the Purchaser. Funds deposited in
      the
      Custodial Account may be drawn on by the Company in accordance with Section
      4.05. The creation of any Custodial Account shall be evidenced by a letter
      agreement in the form shown in Exhibit B hereto. The original of such letter
      agreement shall be furnished to the Purchaser on the Closing Date, and upon
      the
      request of any subsequent Purchaser.

    


    The
      Company shall deposit in the Custodial Account on a daily basis, and retain
      therein the following payments and collections received or made by it subsequent
      to the Cut-off Date, or received by it prior to the Cut-off Date but allocable
      to a period subsequent thereto, other than in respect of principal and interest
      on the Mortgage Loans due on or before the Cut-off Date:

    


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

    


    (ii)
      all
      payments on account of interest on the Mortgage Loans adjusted to the Mortgage
      Loan Remittance Rate;

    


    (iii)
      all
      Liquidation Proceeds;

    


    (iv)
      any
      amounts required to be deposited by the Company in connection with any REO
      Property pursuant to Section 4.13 and in connection therewith, the Company
      shall
      provide the Purchaser with written detail itemizing all of such
      amounts;

    


    (v)
      all
      Insurance Proceeds including amounts required to be deposited pursuant to
      Sections 4.08, 4.10 and 4.11, other than proceeds to be held in the Escrow
      Account and applied to the restoration or repair of the Mortgaged Property
      or
      released to the Mortgagor in accordance with Accepted Servicing Practices,
      the
      Mortgage Loan Documents or applicable law;

    


    (vi)
      all
      Condemnation Proceeds affecting any Mortgaged Property which are not released
      to
      the Mortgagor in accordance with Accepted Servicing Practices, the loan
      documents or applicable law;

    


    (vii)
      any
      Monthly Advances;

    


    (viii)
      with respect to each full or partial Principal Prepayment, any Prepayment
      Interest Shortfalls, to the extent of the Company’s aggregate Servicing Fee
      received with respect to the related Prepayment Period;

    


    (ix)
      any
      amounts required to be deposited by the Company pursuant to Section 4.10 in
      connection with the deductible clause in any blanket hazard insurance policy,
      such deposit shall be made from the Company's own funds, without reimbursement
      therefor; and

    


    (x)
      any
      amounts required to be deposited in the Custodial Account pursuant to Section
      4.01, 4.13 or 6.02.

    


    The
      foregoing requirements for deposit in the Custodial Account shall be exclusive,
      it being understood and agreed that, without limiting the generality of the
      foregoing, payments in the nature of late payment charges and assumption fees,
      to the extent permitted by Section 6.01, need not be deposited by the Company
      in
      the Custodial Account. Any interest paid on funds deposited in the Custodial
      Account by the depository institution shall accrue to the benefit of the Company
      and the Company shall be entitled to retain and withdraw such interest from
      the
      Custodial Account pursuant to Section 4.05 (iv). The Purchaser shall not be
      responsible for any losses suffered with respect to investment of funds in
      the
      Custodial Account.

    


    Section
      4.05 Permitted
      Withdrawals From the Custodial Account.

    


    The
      Company may, from time to time, withdraw from the Custodial Account for the
      following purposes:

    


    (i) to
      make
      payments to the Purchaser in the amounts and in the manner provided for in
      Section 5.01;

    


    (ii)
      to
      reimburse itself for Monthly Advances, the Company's right to reimburse itself
      pursuant to this subclause (ii) being limited to amounts received on the related
      Mortgage Loan which represent late collections (net of the related Servicing
      Fees) of principal and/or interest respecting which any such advance was made,
      it being understood that, in the case of such reimbursement, the Company's
      right
      thereto shall be prior to the rights of the Purchaser, except that, where the
      Company is required to repurchase a Mortgage Loan, pursuant to Section 3.03,
      the
      Company's right to such reimbursement shall be subsequent to the payment to
      the
      Purchaser of the Repurchase Price pursuant to such Section and all other amounts
      required to be paid to the Purchaser with respect to such Mortgage
      Loan;

    


    (iii)
      to
      reimburse itself for unreimbursed Servicing Advances and any unpaid Servicing
      Fees(or REO administration fees described in Section 4.13), the Company's right
      to reimburse itself pursuant to this subclause (iii) with respect to any
      Mortgage Loan being limited to related proceeds from Liquidation Proceeds,
      Condemnation Proceeds and Insurance Proceeds in accordance with the relevant
      provisions of the Fannie Mae Guides or as otherwise set forth in this Agreement;
      any recovery shall be made upon liquidation of the REO Property; 

    


    (iv) to
      pay to
      itself as part of its servicing compensation (a) any interest earned on funds
      in
      the Custodial Account (all such interest to be withdrawn monthly not later
      than
      each Remittance Date), and (b) the Servicing Fee from that portion of any
      payment or recovery as to interest with respect to a particular Mortgage
      Loan;

    


    (v) to
      pay to
      itself with respect to each Mortgage Loan that has been repurchased pursuant
      to
      Section 3.03 all amounts received thereon and not distributed as of the date
      on
      which the related repurchase price is determined,

    


    (vi) to
      transfer funds to another Eligible Account in accordance with Section 4.09
      hereof;

    


    (vii) to
      remove
      funds inadvertently placed in the Custodial Account by the Company;
      and

    


    (vi) to
      clear
      and terminate the Custodial Account upon the termination of this
      Agreement.

    


    Section
      4.06 Establishment
      of Escrow Accounts; Deposits
      in Escrow Accounts.

    


    The
      Company shall segregate and hold all funds collected and received pursuant
      to
      each Mortgage Loan which constitute Escrow Payments separate and apart from
      any
      of its own funds and general assets and shall establish and maintain one or
      more
      Escrow Accounts. The Escrow Account shall be an Eligible Account. Funds
      deposited in each Escrow Account shall at all times be insured in a manner
      to
      provide maximum insurance under the insurance limitations of the FDIC, or must
      be invested in Permitted Investments. Funds
      deposited in the Escrow Account may be drawn on by the Company in accordance
      with Section 4.07. The creation of any Escrow Account shall be evidenced by
      a
      letter agreement in the form shown in Exhibit C. The original of such letter
      agreement shall be furnished to the Purchaser on the Closing Date, and upon
      request to any subsequent purchaser.

    


    The
      Company shall deposit in the Escrow Account or Accounts on a daily basis, and
      retain therein:

    


    (i) all
      Escrow Payments collected on account of the Mortgage Loans, for the purpose
      of
      effecting timely payment of any such items as required under the terms of this
      Agreement;

    


    (ii) all
      Insurance Proceeds which are to be applied to the restoration or repair of
      any
      Mortgaged Property; and

    


    (iii) all
      Servicing Advances for Mortgagors whose Escrow Payments are insufficient to
      cover escrow disbursements.

    


    The
      Company shall make withdrawals from the Escrow Account only to effect such
      payments as are required under this Agreement, and for such other purposes
      as
      shall be as set forth or in accordance with Section 4.07. The Company shall
      be
      entitled to retain any interest paid on funds deposited in the Escrow Account
      by
      the depository institution other than interest on escrowed funds required by
      law
      to be paid to the Mortgagor and, to the extent required by law, the Company
      shall pay interest on escrowed funds to the Mortgagor notwithstanding that
      the
      Escrow Account is non-interest bearing or that interest paid thereon is
      insufficient for such purposes. The
      Purchaser shall not be responsible for any losses suffered with respect to
      investment of funds in the Escrow Account.

    


    Section
      4.07 Permitted
      Withdrawals From Escrow Account.

    


    Withdrawals
      from the Escrow Account may be made by Company only:

    


    (i) to
      effect
      timely payments of ground rents, taxes, assessments, water rates, Primary
      Mortgage Insurance Policy premiums, if applicable, fire and hazard insurance
      premiums, condominium assessments and comparable items;

    


    (ii) to
      reimburse Company for any Servicing Advance made by Company with respect to
      a
      related Mortgage Loan but only from amounts received on the related Mortgage
      Loan which represent late payments or collections of Escrow Payments
      thereunder;

    


    (iii) to
      refund
      to the Mortgagor any funds as may be determined to be overages;

    


    (iv) for
      transfer to the Custodial Account in accordance with the terms of this
      Agreement;

    


    (v) for
      application to restoration or repair of the Mortgaged Property;

    


    (vi) to
      pay to
      the Company, or to the Mortgagor to the extent required by law, any interest
      paid on the funds deposited in the Escrow Account;

    


    (vii)
      to
      clear and terminate the Escrow Account on the termination of this Agreement.
      As
      part of its servicing duties, the Company shall pay to the Mortgagors interest
      on funds in Escrow Account, to the extent required by law, and to the extent
      that interest earned on funds in the Escrow Account is insufficient, shall
      pay
      such interest from its own funds, without any reimbursement therefor;
      and

    


    (viii)
      to
      pay to the Mortgagors or other parties Insurance Proceeds deposited in
      accordance with Section 4.06.

    


    Section
      4.08 Payment
      of Taxes, Insurance and Other Charges; Maintenance of Primary
      Mortgage Insurance
      Policies; Collections Thereunder.

     

    With
      respect to each Mortgage Loan, the Company shall maintain accurate records
      reflecting the status of ground rents, taxes, assessments, water rates and
      other
      charges which are or may become a lien upon the Mortgaged Property and the
      status of primary mortgage insurance premiums and fire and hazard insurance
      coverage and shall obtain, from time to time, all bills for the payment of
      such
      charges, including renewal premiums and shall effect payment thereof prior
      to
      the applicable penalty or termination date and at a time appropriate for
      securing maximum discounts allowable, employing for such purpose deposits of
      the
      Mortgagor in the Escrow Account which shall have been estimated and accumulated
      by the Company in amounts sufficient for such purposes, as allowed under the
      terms of the Mortgage or applicable law. To the extent that the Mortgage does
      not provide for Escrow Payments, the Company shall determine that any such
      payments are made by the Mortgagor at the time they first become due. The
      Company assumes full responsibility for the timely payment of all such bills
      and
      shall effect timely payments of all such bills irrespective of the Mortgagor's
      faithful performance in the payment of same or the making of the Escrow Payments
      and shall make advances from its own funds to effect such payments.

    


    The
      Company will maintain in full force and effect Primary Mortgage Insurance
      Policies issued by a Qualified Insurer with respect to each Mortgage Loan for
      which such coverage is herein required. Such coverage will be terminated only
      with the approval of Purchaser, or as required by applicable law or regulation.
      The Company will not cancel or refuse to renew any Primary Mortgage Insurance
      Policy in effect on the Closing Date that is required to be kept in force under
      this Agreement unless a replacement Primary Mortgage Insurance Policy for such
      canceled or nonrenewed policy is obtained from and maintained with a Qualified
      Insurer. The Company shall not take any action which would result in
      non-coverage under any applicable Primary Mortgage Insurance Policy of any
      loss
      which, but for the actions of the Company would have been covered thereunder.
      In
      connection with any assumption or substitution agreement entered into or to
      be
      entered into pursuant to Section 6.01, the Company shall promptly notify the
      insurer under the related Primary Mortgage Insurance Policy, if any, of such
      assumption or substitution of liability in accordance with the terms of such
      policy and shall take all actions which may be required by such insurer as
      a
      condition to the continuation of coverage under the Primary Mortgage Insurance
      Policy. If such Primary Mortgage Insurance Policy is terminated as a result
      of
      such assumption or substitution of liability, the Company shall obtain a
      replacement Primary Mortgage Insurance Policy as provided above.

    


    In
      connection with its activities as servicer, the Company agrees to prepare and
      present, on behalf of itself and the Purchaser, claims to the insurer under
      any
      Private Mortgage Insurance Policy in a timely fashion in accordance with the
      terms of such Primary Mortgage Insurance Policy and, in this regard, to take
      such action as shall be necessary to permit recovery under any Primary Mortgage
      Insurance Policy respecting a defaulted Mortgage Loan. Pursuant to Section
      4.04,
      any amounts collected by the Company under any Primary Mortgage Insurance Policy
      shall be deposited in the Custodial Account, subject to withdrawal pursuant
      to
      Section 4.05.

    


    Section
      4.09 Transfer
      of Accounts.

    


    The
      Company may transfer the Custodial Account or the Escrow Account to a different
      Eligible Account from time to time. Such transfer shall be made only upon
      obtaining the prior written consent of the Purchaser, which consent will not
      be
      unreasonably withheld.

    


    Section
      4.10 Maintenance
      of Hazard Insurance.

    


    The
      Company shall cause to be maintained for each Mortgage Loan fire and hazard
      insurance with extended coverage as is acceptable to Fannie Mae or FHLMC and
      customary in the area where the Mortgaged Property is located in an amount
      which
      is equal to the lesser of (i) the maximum insurable value of the improvements
      securing such Mortgage Loan or (ii) the greater of (a) the outstanding principal
      balance of the Mortgage Loan, and (b) an amount such that the proceeds thereof
      shall be sufficient to prevent the Mortgagor and/or the mortgagee from becoming
      a co-insurer. If required by the Flood Disaster Protection Act of 1973, as
      amended, each Mortgage Loan shall be covered by a flood insurance policy meeting
      the requirements of the current guidelines of the Federal Insurance
      Administration in effect with an insurance carrier acceptable to Fannie Mae
      or
      FHLMC, in an amount representing coverage not less than the least of (i) the
      outstanding principal balance of the Mortgage Loan, (ii) the maximum insurable
      value of the improvements securing such Mortgage Loan or (iii) the maximum
      amount of insurance which is available under the Flood Disaster Protection
      Act
      of 1973, as amended. If at any time during the term of the Mortgage Loan, the
      Company determines in accordance with applicable law and pursuant to the Fannie
      Mae Guides that a Mortgaged Property is located in a special flood hazard area
      and is not covered by flood insurance or is covered in an amount less than
      the
      amount required by the Flood Disaster Protection Act of 1973, as amended, the
      Company shall notify the related Mortgagor that the Mortgagor must obtain such
      flood insurance coverage, and if said Mortgagor fails to obtain the required
      flood insurance coverage within forty-five (45) days after such notification,
      the Company shall immediately force place the required flood insurance on the
      Mortgagor’s behalf. The Company shall also maintain on each REO Property, fire
      and hazard insurance with extended coverage in an amount which is at least
      equal
      to the maximum insurable value of the improvements which are a part of such
      property, and, to the extent required and available under the Flood Disaster
      Protection Act of 1973, as amended, flood insurance in an amount as provided
      above. Any amounts collected by the Company under any such policies other than
      amounts to be deposited in the Escrow Account and applied to the restoration
      or
      repair of the Mortgaged Property or REO Property, or released to the Mortgagor
      in accordance with Accepted Servicing Practices, shall be deposited in the
      Custodial Account, subject to withdrawal pursuant to Section 4.05. It is
      understood and agreed that no other additional insurance need be required by
      the
      Company of the Mortgagor or maintained on property acquired in respect of the
      Mortgage Loan, other than pursuant to this Agreement, the Fannie Mae Guides
      or
      such applicable state or federal laws and regulations as shall at any time
      be in
      force and as shall require such additional insurance. All such policies shall
      be
      endorsed with standard mortgagee clauses with loss payable to the Company and
      its successors and/or assigns and shall provide for at least thirty days prior
      written notice of any cancellation, reduction in the amount or material change
      in coverage to the Company. The Company shall not interfere with the Mortgagor's
      freedom of choice in selecting either his insurance carrier or agent, provided,
      however, that the Company shall not accept any such insurance policies from
      insurance companies unless such companies are Qualified Insurers.

    


    Section
      4.11 Maintenance
      of Mortgage Impairment Insurance Policy.

    


    In
      the
      event that the Company shall obtain and maintain a blanket policy issued by
      an
      insurer acceptable to Fannie Mae or FHLMC insuring against hazard losses on
      all
      of the Mortgage Loans, then, to the extent such policy provides coverage in
      an
      amount equal to the amount required pursuant to Section 4.10 and otherwise
      complies with all other requirements of Section 4.10, it shall conclusively
      be
      deemed to have satisfied its obligations as set forth in Section 4.10, it being
      understood and agreed that such policy may contain a deductible clause, in
      which
      case the Company shall, in the event that there shall not have been maintained
      on the related Mortgaged Property or REO Property a policy complying with
      Section 4.10, and there shall have been a loss which would have been covered
      by
      such policy, deposit in the Custodial Account the amount not otherwise payable
      under the blanket policy because of such deductible clause. In connection with
      its activities as servicer of the Mortgage Loans, the Company agrees to prepare
      and present, on behalf of the Purchaser, claims under any such blanket policy
      in
      a timely fashion in accordance with the terms of such policy. Upon request
      of
      the Purchaser, the Company shall cause to be delivered to the Purchaser a
      certified true copy of such policy and shall use its best efforts to obtain
      a
      statement from the insurer thereunder that such policy shall in no event be
      terminated or materially modified without thirty (30) days' prior written notice
      to the Purchaser.

    


    Section
      4.12 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 Mortgage Loan to handle funds, money, documents and papers
      relating to the Mortgage Loan. The Fidelity Bond 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 and fraud of such persons. The
      errors and omissions insurance shall protect and insure the Company against
      losses arising out of errors and omissions and negligent acts of such persons.
      Such errors and omissions insurance 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 a
      Mortgage Loan without having obtained payment in full of the indebtedness
      secured thereby. No provision of this Section 4.12 requiring the Fidelity Bond
      or 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 Fannie Mae in the Fannie Mae Guides. Upon
      request by the Purchaser, the Company shall deliver to the Purchaser 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 (30) days' prior
      written notice to the Purchaser. The Company shall notify the Purchaser within
      five (5) business days of receipt of notice that such Fidelity Bond or insurance
      policy will be, or has been, materially modified or terminated. The Purchaser
      (or any party having the status of Purchaser hereunder) and any subsidiary
      thereof and their successors or assigns as their interests may appear must
      be
      named as loss payees on the Fidelity Bond and as additional insured on the
      errors and omissions policy. Upon request by Purchaser, Company shall provide
      Purchaser with an insurance certificate certifying coverage under this Section
      4.12, and will provide an update to such certificate upon request, or upon
      renewal or material modification of coverage.

    


    Section
      4.13 Title,
      Management and Disposition of REO Property.

    


    In
      the
      event that title to the Mortgaged Property is acquired in foreclosure or by
      deed
      in lieu of foreclosure, the deed or certificate of sale shall be taken in the
      name of the Purchaser or its designee, or in the event the Purchaser or its
      designee is not authorized or permitted to hold title to real property in the
      state where the REO Property is located, or would be adversely affected under
      the "doing business" or tax laws of such state by so holding title, the deed
      or
      certificate of sale shall be taken in the name of such Person or Persons as
      shall be consistent with an opinion of counsel obtained by the Company from
      an
      attorney duly licensed to practice law in the state where the REO Property
      is
      located. Any Person or Persons holding such title other than the Purchaser
      shall
      acknowledge in writing that such title is being held as nominee for the benefit
      of the Purchaser.

    


    The
      Company shall notify the Purchaser in accordance with the Fannie Mae Guides
      of
      each acquisition of REO Property upon such acquisition (and, in any event,
      shall
      provide notice of the consummation of any foreclosure sale within three (3)
      Business Days of the date Company receives notice of such consummation),
      together with a copy of the drive by appraisal or brokers price opinion of
      the
      Mortgaged Property obtained in connection with such acquisition, and thereafter
      assume the responsibility for marketing such REO property in accordance with
      Accepted Servicing Practices. Thereafter, the Company shall continue to provide
      certain administrative services to the Purchaser relating to such REO Property
      as set forth in this Section 4.13. The Company shall, either itself or through
      an agent selected by the Company, and in accordance with the Fannie Mae Guides
      manage, conserve, protect and operate each REO Property in the same manner
      that
      it manages, conserves, protects and operates other foreclosed property for
      its
      own account, and in the same manner that similar property in the same locality
      as the REO Property is managed. The Company shall cause each REO Property to
      be
      inspected promptly upon the acquisition of title thereto and shall cause each
      REO Property to be inspected at least monthly thereafter or more frequently
      as
      required by the circumstances. The Company shall make or cause to be made a
      written report of each such inspection. Such reports shall be retained in the
      Mortgage File and copies thereof shall be forwarded by the Company to the
      Purchaser upon request.

    


    The
      Company shall use its best efforts to dispose of the REO Property as soon as
      possible and shall sell such REO Property in any event within one year after
      title has been taken to such REO Property, unless the Company determines, and
      gives an appropriate notice to the Purchaser to such effect, that a longer
      period is necessary for the orderly liquidation of such REO Property. If a
      longer period than one (1) year is permitted under the foregoing sentence and
      is
      necessary to sell any REO Property, the Company shall report monthly to the
      Purchaser as to the progress being made in selling such REO Property. No REO
      Property shall be marketed for less than the Appraised Value, without the prior
      consent of Purchaser. No REO Property shall be sold for less than ninety five
      percent (95%) of its Appraised Value, without the prior consent of Purchaser.
      All requests for reimbursement of Servicing Advances shall be in accordance
      with
      the Fannie Mae Guides. The disposition of REO Property shall be carried out
      by
      the Company at such price, and upon such terms and conditions, as the Company
      deems to be in the best interests of the Purchaser (subject to the above
      conditions) only with the prior written consent of the Purchaser. 

    


    Notwithstanding
      anything to the contrary contained herein, the Purchaser may, at the Purchaser's
      sole option, terminate the Company as servicer of any such REO Property without
      payment of any termination fee with respect thereto, provided that the Company
      shall on the date said termination takes effect be reimbursed for any
      unreimbursed advances of the Company's funds made pursuant to Section 5.03
      and
      any unreimbursed Servicing Advances and Servicing Fees in each case relating
      to
      the Mortgage Loan underlying such REO Property notwithstanding anything to
      the
      contrary set forth in Section 4.05. In the event of any such termination, the
      provisions of Section 11.01 hereof shall apply to said termination and the
      transfer of servicing responsibilities with respect to such REO Property to
      the
      Purchaser or its designee. Within five Business Days of any such termination,
      the Company shall, if necessary convey such property to the Purchaser and shall
      further provide the Purchaser with the following information regarding the
      subject REO Property: the related drive by appraisal or brokers price opinion,
      and copies of any related Mortgage Impairment Insurance Policy claims. In
      addition, within five Business Days, the Company shall provide the Purchaser
      with the following information regarding the subject REO Property: the related
      trustee’s deed upon sale and copies of any related hazard insurance claims, or
      repair bids. 

    


    Section
      4.14 Notification
      of Maturity Date.

    


    With
      respect to each Mortgage Loan, the Company shall execute and deliver to the
      Mortgagor any and all necessary notices required under applicable law and the
      terms of the related Mortgage Note and Mortgage regarding the maturity date
      if
      required under applicable law.

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ARTICLE
      V

    


    PAYMENTS
      TO THE PURCHASER

    


    Section
      5.01 Distributions.

    


    On
      each
      Remittance Date, the Company shall distribute by wire transfer of immediately
      available funds to the Purchaser (i) all amounts credited to the Custodial
      Account as of the close of business on the preceding Determination Date, net
      of
      charges against or withdrawals from the Custodial Account pursuant to Section
      4.05, plus (ii) all Monthly Advances, if any, which the Company is obligated
      to
      distribute pursuant to Section 5.03, plus, (iii) interest at the Mortgage Loan
      Remittance Rate on any Principal Prepayment from the date of such Principal
      Prepayment through the end of the month for which disbursement is made provided
      that the Company’s obligation as to payment of such interest shall be limited to
      the Servicing Fee earned during the month of the distribution, minus (iv) any
      amounts attributable to Monthly Payments collected but due on a Due Date or
      Dates subsequent to the preceding Determination Date, which amounts shall be
      remitted on the Remittance Date next succeeding the Due Period for such amounts.
      It is understood that, by operation of Section 4.04, the remittance on the
      first
      Remittance Date with respect to Mortgage Loans purchased pursuant to the related
      Term Sheet is to include principal collected after the Cut-off Date through
      the
      preceding Determination Date plus interest, adjusted to the Mortgage Loan
      Remittance Rate collected through such Determination Date exclusive of any
      portion thereof allocable to the period prior to the Cut-off Date, with the
      adjustments specified in clauses (ii), (iii) and (iv) above.

    


    With
      respect to any remittance received by the Purchaser after the Remittance Date,
      the Company shall pay to the Purchaser interest on any such late payment at
      an
      annual rate equal to the Prime Rate, adjusted as of the date of each change,
      plus three (3) percentage points, but in no event greater than the maximum
      amount permitted by applicable law. Such interest shall cover the period
      commencing with the day following the Business Day such payment was due and
      ending with the Business Day on which such payment is made to the Purchaser,
      both inclusive. The payment by the Company of any such interest shall not be
      deemed an extension of time for payment or a waiver of any Event of Default
      by
      the Company. On each Remittance Date, the Company shall provide a remittance
      report detailing all amounts being remitted pursuant to this Section
      5.01.

    


    Section
      5.02 Statements
      to the Purchaser.

    


    The
      Company shall furnish to Purchaser an individual loan accounting report, as
      of
      the last Business Day of each month, in the Company's assigned loan number
      order
      to document Mortgage Loan payment activity on an individual Mortgage Loan basis.
      With respect to each month, the corresponding individual loan accounting report
      shall be received by the Purchaser no later than the fifth Business Day of
      the
      following month on paper or a disk or tape or other computer-readable format
      in
      such format as may be mutually agreed upon by both Purchaser and Company, and
      no
      later than the fifth Business Day of the following month in hard copy, and
      shall
      contain the following:

    


    (i)
      With
      respect to each Monthly Payment, the amount of such remittance allocable to
      principal (including a separate breakdown of any Principal Prepayment, including
      the date of such prepayment, and any prepayment penalties or premiums, along
      with a detailed report of interest on principal prepayment amounts remitted
      in
      accordance with Section 4.04);

    


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

    


    (iii)
      the
      amount of servicing compensation received by the Company during the prior
      distribution period;

    


    (iv)
      the
      aggregate Stated Principal Balance of the Mortgage Loans;

    


    (v)
      the
      aggregate of any expenses reimbursed to the Company during the prior
      distribution period pursuant to Section 4.05; 

    


    (vi)
      The
      number and aggregate outstanding principal balances of 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; and

    


    The
      Company shall also provide a trial balance, sorted in Purchaser's assigned
      loan
      number order, in the form of Exhibit E hereto, with each such
      Report.

    


    The
      Company shall prepare and file any and all information statements or other
      filings required to be delivered to any governmental taxing authority or to
      Purchaser pursuant to any applicable law with respect to the Mortgage Loans
      and
      the transactions contemplated hereby. In addition, the Company shall provide
      Purchaser with such information concerning the Mortgage Loans as is necessary
      for Purchaser to prepare its federal income tax return as Purchaser may
      reasonably request from time to time.

    


    In
      addition, not more than sixty (60) days after the end of each calendar year,
      the
      Company shall furnish to each Person who was a Purchaser at any time during
      such
      calendar year an annual statement in accordance with the requirements of
      applicable federal income tax law as to the aggregate of remittances for the
      applicable portion of such year.

    


    Section
      5.03 Monthly
      Advances by the Company.

    


    Not
      later
      than the close of business on the Business Day preceding each Remittance Date,
      the Company shall deposit in the Custodial Account an amount equal to all
      payments not previously advanced by the Company, whether or not deferred
      pursuant to Section 4.01, of principal (due after the Cut-off Date) and interest
      not allocable to the period prior to the Cut-off Date, adjusted to the Mortgage
      Loan Remittance Rate, which were due on a Mortgage Loan and delinquent at the
      close of business on the related Determination Date.

    


    The
      Company's obligation to make such Monthly Advances as to any Mortgage Loan
      will
      continue through the last Monthly Payment due prior to the payment in full
      of
      the Mortgage Loan, or through the Remittance Date prior to the date on which
      the
      Mortgaged Property liquidates (including Insurance Proceeds, proceeds from
      the
      sale of REO Property or Condemnation Proceeds) with respect to the Mortgage
      Loan
      unless the Company deems such advance to be nonrecoverable. In such event,
      the
      Company shall deliver to the Purchaser an Officer's Certificate of the Company
      to the effect that an officer of the Company has reviewed the related Mortgage
      File and has made the reasonable determination that any additional advances
      are
      nonrecoverable. 

    


    Section
      5.04 Liquidation
      Reports.

    


    Upon
      the
      foreclosure sale of any Mortgaged Property or the acquisition thereof by the
      Purchaser pursuant to a deed-in-lieu of foreclosure, the Company shall submit
      to
      the Purchaser a liquidation report with respect to such Mortgaged Property
      in a
      form mutually acceptable to Company and Purchaser. The Company shall also
      provide reports on the status of REO Property containing such information as
      Purchaser may reasonably require.

    


    Section
      5.05 Prepayment
      Interest Shortfalls.

    


    Not
      later
      than the close of business on the Business Day preceding each Remittance Date
      in
      the month following the related Prepayment Period, the Company shall deposit
      in
      the Custodial Account an amount equal to any Prepayment Interest Shortfalls
      with
      respect to such Prepayment Period, which in the aggregate shall not exceed
      the
      Company’s aggregate Servicing Fee received with respect to the related Due
      Period.

     

    ARTICLE
      VI

    


    GENERAL
      SERVICING PROCEDURES

    


    Section
      6.01 Assumption
      Agreements.

    


    The
      Company will, to the extent it has knowledge of any conveyance or prospective
      conveyance by any Mortgagor of the Mortgaged Property (whether by absolute
      conveyance or by contract of sale, and whether or not the Mortgagor remains
      or
      is to remain liable under the Mortgage Note and/or the Mortgage), exercise
      its
      rights to accelerate the maturity of such Mortgage Loan under any "due-on-sale"
      clause to the extent permitted by law; provided, however, that the Company
      shall
      not exercise any such rights if prohibited by law or the terms of the Mortgage
      Note from doing so or if the exercise of such rights would impair or threaten
      to
      impair any recovery under the related Primary Mortgage Insurance Policy, if
      any.
      If the Company reasonably believes it is unable under applicable law to enforce
      such "due-on-sale" clause, the Company, with the approval of the Purchaser,
      will
      enter into an assumption agreement with the person to whom the Mortgaged
      Property has been conveyed or is proposed to be conveyed, pursuant to which
      such
      person becomes liable under the Mortgage Note and, to the extent permitted
      by
      applicable state law, the Mortgagor remains liable thereon. Where an assumption
      is allowed pursuant to this Section 6.01, the Company, with the prior consent
      of
      the Purchaser and the primary mortgage insurer, if any, is authorized to enter
      into a substitution of liability agreement with the person to whom the Mortgaged
      Property has been conveyed or is proposed to be conveyed pursuant to which
      the
      original mortgagor is released from liability and such Person is substituted
      as
      mortgagor and becomes liable under the related Mortgage Note. Any such
      substitution of liability agreement shall be in lieu of an assumption agreement.
      

    


    In
      connection with any such assumption or substitution of liability, the Company
      shall follow the underwriting practices and procedures of the Company. With
      respect to an assumption or substitution of liability, the Mortgage Interest
      Rate borne by the related Mortgage Note, the amount of the Monthly Payment
      and
      the maturity date may not be changed (except pursuant to the terms of the
      Mortgage Note). If the credit of the proposed transferee does not meet such
      underwriting criteria, the Company diligently shall, to the extent permitted
      by
      the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity
      of the Mortgage Loan. The Company shall notify the Purchaser that any such
      substitution of liability or assumption agreement has been completed by
      forwarding to the Purchaser the original of any such substitution of liability
      or assumption agreement, which document shall be added to the related Mortgage
      File and shall, for all purposes, be considered a part of such Mortgage File
      to
      the same extent as all other documents and instruments constituting a part
      thereof. All fees collected by the Company for entering into an assumption
      or
      substitution of liability agreement shall belong to the Company.

    


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

    


    Section
      6.02 Satisfaction
      of Mortgages and Release of Mortgage Files.

    


    Upon
      the
      payment in full of any Mortgage Loan, or the receipt by the Company of a
      notification that payment in full will be escrowed in a manner customary for
      such purposes, the Company will immediately notify the Purchaser by a
      certification, which certification shall include a statement to the effect
      that
      all amounts received or to be received in connection with such payment which
      are
      required to be deposited in the Custodial Account pursuant to Section 4.04
      have
      been or will be so deposited, of a Servicing Officer and shall request delivery
      to it of the portion of the Mortgage File held by the Purchaser. The Purchaser
      shall no later than five Business Days after receipt of such certification
      and
      request, release or cause to be released to the Company, the related Mortgage
      Loan Documents and, upon its receipt of such documents, the Company shall
      promptly prepare and deliver to the Purchaser the requisite satisfaction or
      release. No later than five (5) Business Days following its receipt of such
      satisfaction or release, the Purchaser shall deliver, or cause to be delivered,
      to the Company the release or satisfaction properly executed by the owner of
      record of the applicable mortgage or its duly appointed attorney in fact. No
      expense incurred in connection with any instrument of satisfaction or deed
      of
      reconveyance shall be chargeable to the Custodial Account.

    


    In
      the
      event the Company satisfies or releases a Mortgage without having obtained
      payment in full of the indebtedness secured by the Mortgage or should it
      otherwise prejudice any right the Purchaser may have under the mortgage
      instruments, the Company, upon written demand, shall remit within two (2)
      Business Days to the Purchaser the then outstanding principal balance of the
      related Mortgage Loan by deposit thereof in the Custodial Account. The Company
      shall maintain the Fidelity Bond and errors and omissions insurance insuring
      the
      Company against any loss it may sustain with respect to any Mortgage Loan not
      satisfied in accordance with the procedures set forth herein.

    


    From
      time
      to time and as appropriate for the servicing or foreclosure of the Mortgage
      Loan, including for the purpose of collection under any Primary Mortgage
      Insurance Policy, the Purchaser shall, upon request of the Company and delivery
      to the Purchaser of a servicing receipt signed by a Servicing Officer, release
      the portion of the Mortgage File held by the Purchaser to the Company. Such
      servicing receipt shall obligate the Company to return the related Mortgage
      documents to the Purchaser when the need therefor by the Company no longer
      exists, unless the Mortgage Loan has been liquidated and the Liquidation
      Proceeds relating to the Mortgage Loan have been deposited in the Custodial
      Account or the Mortgage File or such document has been delivered to an attorney,
      or to a public trustee or other public official as required by law, for purposes
      of initiating or pursuing legal action or other proceedings for the foreclosure
      of the Mortgaged Property either judicially or non-judicially, and the Company
      has delivered to the Purchaser a certificate of a Servicing Officer certifying
      as to the name and address of the Person to which such Mortgage File or such
      document was delivered and the purpose or purposes of such delivery. Upon
      receipt of a certificate of a Servicing Officer stating that such Mortgage
      Loan
      was liquidated, the servicing receipt shall be released by the Purchaser to
      the
      Company.

    


    Section
      6.03 Servicing
      Compensation.

    


    As
      compensation for its services hereunder, the Company shall be entitled to
      withdraw from the Custodial Account (to the extent of interest payments
      collected on the Mortgage Loans) or to retain from interest payments collected
      on the Mortgage Loans, the amounts provided for as the Company's Servicing
      Fee,
      subject to payment of compensating interest on Principal Prepayments as capped
      by the Servicing Fee pursuant to Section 5.01 (iii). Additional servicing
      compensation in the form of assumption fees, as provided in Section 6.01, and
      late payment charges or otherwise shall be retained by the Company to the extent
      not required to be deposited in the Custodial Account. No Servicing Fee shall
      be
      payable in connection with partial Monthly Payments. The Company shall be
      required to pay all expenses incurred by it in connection with its servicing
      activities hereunder and shall not be entitled to reimbursement therefor except
      as specifically provided for.

    


    Section
      6.04 Annual
      Statement as to Compliance.

    


    The
      Company will deliver to the Purchaser not later than February 28th
      of each
      year, beginning March 15, 2006, an
      executed Officers' Certificate acceptable to the Purchaser 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 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 throughout such year, or, if there has been
      a
      default in the fulfillment of any such obligation, specifying each such default
      known to such officers and the nature and status of cure provisions thereof.
      Such Officers’ Certificate shall contain no restrictions or limitations on its
      use. Copies of such statement shall be provided by the Company to the Purchaser
      upon request.

    


    If
      the
      Company cannot deliver the related Officers’ Certificate by March 15th
      of such
      year, the Purchaser, at its sole option, may permit a cure period for the
      Company to deliver such Officers’ Certificate, but in no event later than March
      22nd
      of such
      year.

     

    Failure
      of the Company to timely comply with this Section 6.05 shall be deemed an Event
      of Default, automatically, without notice and without any cure period, and
      Purchaser may, in addition to whatever rights the Purchaser may have under
      Sections 3.03 and 8.01 and at law or equity or 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 Mortgage Loans and the proceeds
      thereof without compensating the Company for the same, as provided in Section
      9.01. Such termination shall be considered with cause pursuant to Section 10.01
      of this Agreement. This paragraph shall supercede any other provision in this
      Agreement or any other agreement to the contrary.

    


    Section
      6.05 Annual
      Independent Certified Public Accountants' Servicing Report.

    


    The
      Company, at its expense and not later than March 15th
      of each
      year, beginning March 15, 2006, shall cause a firm of independent public
      accountants which is a member of the American Institute of Certified Public
      Accountants to furnish a statement to the Purchaser acceptable to the Purchaser
      to the effect that such firm has examined certain documents and records relating
      to the Company's servicing of mortgage loans of the same type as the Mortgage
      Loans pursuant to servicing agreements substantially similar to this Agreement,
      which agreements may include this Agreement, and that, on the basis of such
      an
      examination, conducted substantially in the uniform single audit program for
      mortgage bankers, such firm is of the opinion that the Company's servicing
      has
      been conducted in compliance with the agreements examined pursuant to this
      Section 6.05, except for (i) such exceptions as such firm shall believe to
      be
      immaterial, and (ii) such other exceptions as shall be set forth in such
      statement. Such statement shall contain no restrictions or limitations on its
      use. Copies of such statement shall be provided by the Company to the Purchaser.
      In addition, on an annual basis, Company shall provide Purchaser with copies
      of
      its audited financial statements.

    


    Failure
      of the Company to timely comply with this Section 6.05 shall be deemed an Event
      of Default, automatically,
      without notice and without any cure period, and Purchaser may, in addition
      to
      whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at
      law
      or equity or 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 Mortgage Loans and the proceeds thereof without compensating
      the
      Company for the same,
      as
      provided in Section 9.01. Such termination shall be considered with cause
      pursuant to Section 10.01 of this Agreement.
      This
      paragraph shall supercede any other provision in this Agreement or any other
      agreement to the contrary.

    


    Section
      6.06 Purchaser's
      Right to Examine Company Records.

    


    The
      Purchaser shall have the right to examine and audit upon reasonable notice
      to
      the Company, during business hours or at such other times as might be reasonable
      under applicable circumstances, any and all of the books, records, documentation
      or other information of the Company, or held by another for the Company or
      on
      its behalf or otherwise, which relates to the performance or observance by
      the
      Company of the terms, covenants or conditions of this Agreement.

    


    The
      Company shall provide to the Purchaser and any supervisory agents or examiners
      representing a state or federal governmental agency having jurisdiction over
      the
      Purchaser, including but not limited to OTS, FDIC and other similar entities,
      access to any documentation regarding the Mortgage Loans in the possession
      of
      the Company which may be required by any applicable regulations. Such access
      shall be afforded without charge, upon reasonable request, during normal
      business hours and at the offices of the Company, and in accordance with the
      federal government, FDIC, OTS, or any other similar regulations.

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ARTICLE
      VII

    


    REPORTS
      TO BE PREPARED BY SERVICER

    


    Section
      7.01 Company
      Shall Provide Information as Reasonably
      Required.

    


    The
      Company shall furnish to the Purchaser during the term of this Agreement, such
      periodic, special or other reports, information or documentation, whether or
      not
      provided for herein, as shall be necessary, reasonable or appropriate in respect
      to the Purchaser, or otherwise in respect to the Mortgage Loans and the
      performance of the Company under this Agreement, including any reports,
      information or documentation reasonably required to comply with any regulations
      regarding any supervisory agents or examiners of the Purchaser all such reports
      or information to be as provided by and in accordance with such applicable
      instructions and directions as the Purchaser may reasonably request in relation
      to this Agreement or the performance of the Company under this Agreement. The
      Company agrees to execute and deliver all such instruments and take all such
      action as the Purchaser, from time to time, may reasonably request in order
      to
      effectuate the purpose and to carry out the terms of this
      Agreement.

    


    In
      connection with marketing the Mortgage Loans, the Purchaser may make available
      to a prospective purchaser audited financial statements of the Company for
      the
      most recently completed two (2) fiscal years for which such statements are
      available, as well as a Consolidated Statement of Condition at the end of the
      last two (2) fiscal years covered by any Consolidated Statement of Operations.
      If it has not already done so, the Company shall furnish promptly to the
      Purchaser or a prospective purchaser copies of the statements specified
      above.

    


    The
      Company shall make reasonably available to the Purchaser or any prospective
      Purchaser a knowledgeable financial or accounting officer for the purpose of
      answering questions and to permit any prospective purchaser to inspect the
      Company’s servicing facilities for the purpose of satisfying such prospective
      purchaser that the Company has the ability to service the Mortgage Loans as
      provided in this Agreement.

    


    ARTICLE
      VIII

    


    THE
      SERVICER

    


    Section
      8.01 Indemnification;
      Third Party Claims.

    


    The
      Company agrees to indemnify the Purchaser and hold it harmless 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
      Purchaser may sustain in any way related to the failure of the Company to
      observe and perform its duties, obligations, covenants, and agreements to
      service the Mortgage Loans in strict compliance with the terms of this
      Agreement. The Company agrees to indemnify the Purchaser and hold it harmless
      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 Purchaser may sustain in any way related to the breach of a
      representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement
      or in any way related to the alleged breach of any representation or warranty
      in
      Sections 3.01 or 3.02 of this Agreement related to compliance with all
      applicable laws. The Company shall immediately notify the Purchaser if a claim
      is made by a third party against Company with respect to this Agreement or
      the
      Mortgage Loans, assume (with the consent of the Purchaser) the defense of any
      such claim and pay all expenses in connection therewith, including counsel
      fees,
      whether or not such claim is settled prior to judgment, and promptly pay,
      discharge and satisfy any judgment or decree which may be entered against it
      or
      the Purchaser in respect of such claim. The Company shall follow any written
      instructions received from the Purchaser in connection with such claim. The
      Purchaser shall promptly reimburse the Company for all amounts advanced by
      it
      pursuant to the two preceding sentences except when the claim relates to the
      failure of the Company to service and administer the Mortgages in strict
      compliance with the terms of this Agreement, the breach of representation or
      warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith
      or willful misconduct of Company. The provisions of this Section 8.01 shall
      survive termination of this Agreement.

    


    Section
      8.02 Merger
      or Consolidation of the Company.

    


    The
      Company will keep in full effect its existence, rights and franchises as a
      corporation under the laws of the state of its incorporation except as permitted
      herein, 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,
      or
      any of the Mortgage Loans and to perform its duties under this
      Agreement.

    


    Any
      Person into which the Company may be merged or consolidated, or any corporation
      resulting from any merger, conversion or consolidation to which the Company
      shall be a party, or any Person succeeding to the business of the Company
      whether or not related to loan servicing, shall be the successor of the Company
      hereunder, without the execution or filing of any paper or any further act
      on
      the part of any of the parties hereto, anything herein to the contrary
      notwithstanding; provided, however, that the successor or surviving Person
      shall
      be an institution (i) having a GAAP net worth of not less than $25,000,000,
      (ii)
      the deposits of which are insured by the FDIC, SAIF and/or BIF, and which is
      a
      HUD-approved mortgagee whose primary business is in origination and servicing
      of
      first lien mortgage loans, and (iii) who is a Fannie Mae or FHLMC approved
      seller/servicer in good standing.

    


    Section
      8.03 Limitation
      on Liability of the Company and Others.

    


    Neither
      the Company nor any of the officers, employees or agents of the Company shall
      be
      under any liability to the Purchaser for any action taken or for refraining
      from
      the taking of any action in good faith pursuant to this Agreement, or for errors
      in judgment made in good faith; provided, however, that this provision shall
      not
      protect the Company or any such person against any breach of warranties or
      representations made herein, or failure to perform its obligations in strict
      compliance with any standard of care set forth in this Agreement, or any
      liability which would otherwise be imposed by reason of negligence, bad faith
      or
      willful misconduct, or any breach of the terms and conditions of this Agreement.
      The Company and any officer, employee or agent of the Company may rely in good
      faith on any document of any kind prima facie properly executed and submitted
      by
      the Purchaser respecting any matters arising hereunder. The Company shall not
      be
      under any obligation to appear in, prosecute or defend any legal action which
      is
      not incidental to its duties to service the Mortgage Loans in accordance with
      this Agreement and which in its reasonable opinion may involve it in any
      expenses or liability; provided, however, that the Company may, with the consent
      of the Purchaser, undertake any such action which it may deem necessary or
      desirable in respect to this Agreement and the rights and duties of the parties
      hereto. In such event, the reasonable legal expenses and costs of such action
      and any liability resulting therefrom shall be expenses, costs and liabilities
      for which the Purchaser will be liable, and the Company shall be entitled to
      be
      reimbursed therefor from the Purchaser upon written demand.

    


    Section
      8.04 Company
      Not to Assign or Resign.

    


    The
      Company shall not assign this Agreement or resign from the obligations and
      duties hereby imposed on it except by mutual consent of the Company and the
      Purchaser or upon the determination that its duties hereunder are no longer
      permissible under applicable law and such incapacity cannot be cured by the
      Company. Any such determination permitting the resignation of the Company shall
      be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser
      which Opinion of Counsel shall be in form and substance acceptable to the
      Purchaser. No such resignation shall become effective until a successor shall
      have assumed the Company's responsibilities and obligations hereunder in the
      manner provided in Section 11.01.

    


    Section
      8.05 No
      Transfer of Servicing.

    


    With
      respect to the retention of the Company to service the Mortgage Loans hereunder,
      the Company acknowledges that the Purchaser has acted in reliance upon the
      Company's independent status, the adequacy of its servicing facilities, plan,
      personnel, records and procedures, its integrity, reputation and financial
      standing and the continuance thereof. Without in any way limiting the generality
      of this Section, the Company shall not either assign this Agreement or the
      servicing hereunder or delegate its rights or duties hereunder or any portion
      thereof, or sell or otherwise dispose of all or substantially all of its
      property or assets, without the prior written approval of the Purchaser, which
      consent shall be granted or withheld in the Purchaser's sole discretion, but
      if
      the purchaser of the Company’s assetshas the qualifications set forth in Section
      8.02, then the Purchaser will not unreasonably withhold consent.

    


    Without
      in any way limiting the generality of this Section 8.05, in the event that
      the
      Company either shall assign this Agreement or the servicing responsibilities
      hereunder or delegate its duties hereunder or any portion thereof without (i)
      satisfying the requirements set forth herein or (ii) the prior written consent
      of the Purchaser, then the Purchaser shall have the right to terminate this
      Agreement, without any payment of any penalty or damages and without any
      liability whatsoever to the Company (other than with respect to accrued but
      unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third
      party. 

    


     

    


    ARTICLE
      IX

    


    DEFAULT

    


    Section
      9.01 Events
      of Default.

    


    In
      case
      one or more of the following Events of Default by the Company shall occur and
      be
      continuing, that is to say:

    


    (i)
      any
      failure by the Company to remit to the Purchaser any payment required to be
      made
      under the terms of this Agreement which continues unremedied for a period of
      one
      (1) Business Day; 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 which continues unremedied for a period of thirty (30)
      days 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 Purchaser;
      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, marshalling 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, marshalling
      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)
      Company ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan
      seller or servicer for more than thirty days; or

    


    (vii)
      the
      Company attempts to assign its right to servicing compensation hereunder or
      the
      Company attempts, without the consent of the Purchaser, 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; or

    


    (viii)
      the Company ceases to be (a) licensed to service first lien residential mortgage
      loans in any jurisdiction in which a Mortgaged Property is located and such
      licensing is required, and (b) 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; or

    


    (ix)
      the
      Company fails to meet the eligibility criteria set forth in the last sentence
      of
      Section 8.02.

    


    Then,
      and
      in each and every such case, so long as an Event of Default shall not have
      been
      remedied, the Purchaser, by notice in writing to the Company (except in the
      case
      of an Event of Default under clauses (iii), (iv) or (v) above, in which case,
      automatically and without notice) Company may, in addition to whatever rights
      the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or
      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
      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 (or, in
      the
      case of an Event of Default under clauses (iii), (iv) or (v) above, in which
      case, automatically and without notice), all authority and power of the Company
      under this Agreement, whether with respect to the Mortgage Loans or otherwise,
      shall pass to and be vested in the successor appointed pursuant to Section
      11.01. Upon written request from the Purchaser, the Company shall prepare,
      execute and deliver, any and all documents and other instruments, place in
      such
      successor's possession all Mortgage Files, 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 Mortgage Loans and related documents, or otherwise, at the Company's sole
      expense. The Company agrees to cooperate with the Purchaser and such successor
      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 the Custodial Account or Escrow Account or thereafter received
      with respect to the Mortgage Loans or any REO Property.

    


    Section
      9.02 Waiver
      of Defaults.

    


    The
      Purchaser 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 Event
      of
      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.

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ARTICLE
      X

    


    TERMINATION

    


    Section
      10.01 Termination.

     

    The
      respective obligations and responsibilities of the Company shall terminate
      upon:
      (i) the later of the final payment or other liquidation (or any advance with
      respect thereto) of the last Mortgage Loan and the disposition of all remaining
      REO Property and the remittance of all funds due hereunder; or (ii) by mutual
      consent of the Company and the Purchaser in writing; or (iii) termination with
      cause under the terms of this Agreement. Termination of the Agreement pursuant
      to Section 10.01 (iii) shall void Purchaser’s obligation to purchase Mortgage
      Loans for which Purchaser has issued a Confirmation, commitment confirmation
      or
      a substantially similar commitment to purchase Mortgage Loans.

    


    Section
      10.02 Termination
      Without Cause.

    


    The
      Purchaser may, at its sole option, terminate any rights the Company may have
      hereunder, without cause, upon no less than 90 days written notice. Any such
      notice of termination shall be in writing and delivered to the Company as
      provided in Section 11.05 of this Agreement. In the event that the Company
      is
      terminated pursuant to this Section 10.02 without cause, the Purchaser shall
      solicit, by public announcement, bids from three organizations reasonably
      acceptable to the Purchaser for the purchase of the servicing functions.
      Following receipt of such bids, the Purchaser shall either (a) negotiate and
      effect the transfer, sale and assignment of the Agreement to the party
      submitting the highest satisfactory bid, which purchase price shall be paid
      to
      the Company upon transfer of the servicing rights and obligations under this
      Agreement to the Company’s successor, or (b) pay to the Company a termination
      fee equal to the amount of the party submitting the highest satisfactory bid.
      Notwithstanding anything herein to the contrary, the Purchaser shall deduct
      all
      costs and expenses of any public announcement and any other expenses relating
      to
      the sale, transfer and assignment of this Agreement from the sum payable to
      Company pursuant to the previous sentence.

    


    Section
      10.03 Survival.

     

    Termination
      of this Agreement under Section 10.01 or Section 10.02 shall not affect any
      of
      the Company’s obligations regarding repurchase, indemnification or otherwise,
      all of which shall survive such termination and remain in full force and
      effect.

     

    ARTICLE
      XI

    


    MISCELLANEOUS
      PROVISIONS

    


    Section
      11.01 Successor
      to the Company.

    


    Prior
      to
      termination of Company's responsibilities and duties under this Agreement
      pursuant to Sections 4.13, 8.04, 9.01, 10.01 (ii) or (iii), the Purchaser shall
      (i) succeed to and assume all of the Company's responsibilities, rights, duties
      and obligations under this Agreement, or (ii) appoint a successor having the
      characteristics set forth in Section 8.02 hereof and which shall succeed to
      all
      rights and assume all of the responsibilities, duties and liabilities of the
      Company under this Agreement prior to the termination of Company's
      responsibilities, duties and liabilities under this Agreement. In connection
      with such appointment and assumption, the Purchaser may make such arrangements
      for the compensation of such successor out of payments on Mortgage Loans as
      the
      Purchaser and such successor shall agree. In the event that the Company's
      duties, responsibilities and liabilities under this Agreement should be
      terminated pursuant to the aforementioned Sections, the Company shall discharge
      such duties and responsibilities during the period from the date it acquires
      knowledge of such termination until the effective date thereof with the same
      degree of diligence and prudence which it is obligated to exercise under this
      Agreement, and shall take no action whatsoever that might impair or prejudice
      the rights or financial condition of its successor. The resignation or removal
      of Company pursuant to the aforementioned Sections shall not become effective
      until a successor shall be appointed pursuant to this Section and shall in
      no
      event relieve the Company of the representations and warranties made pursuant
      to
      Sections 3.01, 3.02 and 3.03 and the remedies available to the Purchaser
      thereunder and under Section 8.01, it being understood and agreed that the
      provisions of such Sections 3.01, 3.02, 3.03 and 8.01 shall be applicable to
      the
      Company notwithstanding any such resignation or termination of the Company,
      or
      the termination of this Agreement.

    


    Any
      successor appointed as provided herein shall execute, acknowledge and deliver
      to
      the Company and to the Purchaser an instrument accepting such appointment,
      whereupon such successor shall become fully vested with all the rights, powers,
      duties, responsibilities, obligations and liabilities of the Company, with
      like
      effect as if originally named as a party to this Agreement. Any termination
      or
      resignation of the Company or this Agreement pursuant to Section 4.13, 8.04,
      9.01 or 10.01 shall not affect any claims that the Purchaser may have against
      the Company arising prior to any such termination or resignation.

    


    The
      Company shall promptly deliver to the successor the funds in the Custodial
      Account and the Escrow Account and the Mortgage Files and related documents
      and
      statements held by it hereunder and the Company shall account for all funds.
      The
      Company shall execute and deliver such instruments and do such other things
      all
      as may reasonably be required to more fully and definitely vest and confirm
      in
      the successor all such rights, powers, duties, responsibilities, obligations
      and
      liabilities of the Company. The successor shall make arrangements as it may
      deem
      appropriate to reimburse the Company for unrecovered Servicing Advances which
      the successor retains hereunder and which would otherwise have been recovered
      by
      the Company pursuant to this Agreement but for the appointment of the successor
      servicer.

    


    Upon
      a
      successor's acceptance of appointment as such, the Company shall notify by
      mail
      the Purchaser of such appointment.

    


    Section
      11.02 Amendment.

    


    This
      Agreement may be amended from time to time by the Company and the Purchaser
      by
      written agreement signed by the Company and the Purchaser.

    


    Section
      11.03 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 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 Company at the Company's
      expense on direction of the Purchaser accompanied by an opinion of counsel
      to
      the effect that such recordation materially and beneficially affects the
      interest of the Purchaser or is necessary for the administration or servicing
      of
      the Mortgage Loans.

    


    Section
      11.04 Governing
      Law.

    


    This
      Agreement and the related Term Sheet shall be governed by and construed in
      accordance with the laws of the State of New York except to the extent preempted
      by Federal law. The obligations, rights and remedies of the parties hereunder
      shall be determined in accordance with such laws.

    


    Section
      11.05 Notices.

    


    Any
      demands, notices or other communications permitted or required hereunder shall
      be in writing and shall be deemed conclusively to have been given if personally
      delivered at or mailed by registered mail, postage prepaid, and return receipt
      requested or certified mail, return receipt requested, or transmitted by telex,
      telegraph or telecopier and confirmed by a similar mailed writing, as
      follows:

    


    (i) if
      to the
      Company:

     

    Michael
      T. Stilb / Senior Vice President

    2929
      Walden Avenue

    Depew,
      New York 14043

    


    (ii)
       if
      to the
      Purchaser:

     

    EMC
      Mortgage Corporation 

    Mac
      Arthur Ridge II, 

    909
      Hidden Ridge Drive, Suite 200

    Irving,
      Texas 75038

    Attention:
      Ralene Ruyle

    Telecopier
      No.: (972) 444-2810

    


    With
      a
      copy to:

    


    Bear
      Stearns Mortgage Capital Corporation

    383
      Madison Avenue

    New
      York,
      New York 10179

    Attention:
      Mary Haggerty

    Telecopier
      No.: (212) 272-5591

    


    or
      such
      other address as may hereafter be furnished to the other party by like notice.
      Any such demand, notice or communication hereunder shall be deemed to have
      been
      received on the date delivered to or 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).

    


    Section
      11.06 Severability
      of Provisions.

    


    Any
      part,
      provision, representation or warranty of this Agreement and the related Term
      Sheet which is prohibited or which is held to be void or unenforceable shall
      be
      ineffective to the extent of such prohibition or unenforceability without
      invalidating the remaining provisions hereof. Any part, provision,
      representation or warranty of this Agreement which is prohibited or
      unenforceable or is held to be void or unenforceable in any jurisdiction shall
      be ineffective, as to such jurisdiction, to the extent of such prohibition
      or
      unenforceability without invalidating the remaining provisions hereof, and
      any
      such prohibition or unenforceability in any jurisdiction as to any Mortgage
      Loan
      shall not invalidate or render unenforceable such provision in any other
      jurisdiction. To the extent permitted by applicable law, the parties hereto
      waive any provision of law that prohibits or renders void or unenforceable
      any
      provision hereof. If the invalidity of any part, provision, representation
      or
      warranty of this Agreement shall deprive any party of the economic benefit
      intended to be conferred by this Agreement, the parties shall negotiate, in
      good
      faith, to develop a structure the economic effect of which is nearly as possible
      the same as the economic effect of this Agreement without regard to such
      invalidity.

    


    Section
      11.07 Exhibits.

    


    The
      exhibits to this Agreement are hereby incorporated and made a part hereof and
      are an integral part of this Agreement.

    


    Section
      11.08 General
      Interpretive Principles.

    


    For
      purposes of this Agreement, except as otherwise expressly provided or unless
      the
      context otherwise requires:

    


    (i)  the
      terms
      defined in this Agreement have the meanings assigned to them in this Agreement
      and include the plural as well as the singular, and the use of any gender herein
      shall be deemed to include the other gender;

    


    (ii)
       accounting
      terms not otherwise defined herein have the meanings assigned to them in
      accordance with generally accepted accounting principles;

     

    (iii)
       references
      herein to "Articles", "Sections", Subsections", "Paragraphs", and other
      subdivisions without reference to a document are to designated Articles,
      Sections, Subsections, Paragraphs and other subdivisions of this
      Agreement;

    


    (iv)
       a
      reference to a Subsection without further reference to a Section is a reference
      to such Subsection as contained in the same Section in which the reference
      appears, and this rule shall also apply to Paragraphs and other
      subdivisions;

    


    (v)  the
      words
      "herein", "hereof ", "hereunder" and other words of similar import refer to
      this
      Agreement as a whole and not to any particular provision; 

    


    (vi)
       the
      term
      "include" or "including" shall mean without limitation by reason of enumeration;
      and

    


    (viii)
       headings
      of the Articles and Sections in this Agreement are for reference purposes only
      and shall not be deemed to have any substantive effect.

    


    Section
      11.09 Reproduction
      of Documents.

    


    This
      Agreement and all documents relating thereto, including, without limitation,
      (i)
      consents, waivers and modifications which may hereafter be executed, (ii)
      documents received by any party at the closing, and (iii) financial statements,
      certificates and other information previously or hereafter furnished, may be
      reproduced by any photographic, photostatic, microfilm, micro-card, miniature
      photographic or other similar process. The parties agree that any such
      reproduction shall be admissible in evidence as the original itself in any
      judicial or administrative proceeding, whether or not the original is in
      existence and whether or not such reproduction was made by a party in the
      regular course of business, and that any enlargement, facsimile or further
      reproduction of such reproduction shall likewise be admissible in
      evidence.

    


    Section
      11.10 Confidentiality
      of Information.

    


    Each
      party recognizes that, in connection with this Agreement, it may become privy
      to
      non-public information regarding the financial condition, operations and
      prospects of the other party. Each party agrees to keep all non-public
      information regarding the other party strictly confidential, and to use all
      such
      information solely in order to effectuate the purpose of the Agreement, provided
      that each party may provide confidential information to its employees, agents
      and affiliates who have a need to know such information in order to effectuate
      the transaction, provided further that such information is identified as
      confidential non-public information. In addition, confidential information
      may
      be provided to a regulatory authority with supervisory power over Purchaser,
      provided such information is identified as confidential non-public
      information.

    


    The
      Company agrees that the Company (i) shall comply with any applicable laws and
      regulations regarding the privacy and security of Consumer Information
      including, but not limited to the Gramm-Leach-Bliley
      Act, Title V, Subtitle A, 15 U.S.C. § 6801 et seq.,
      (ii)
      shall not use Consumer Information in any manner inconsistent with any
      applicable laws and regulations regarding the privacy and security of Consumer
      Information, (iii) shall not disclose Consumer Information to third parties
      except at the specific written direction of the Purchaser, (iv) shall maintain
      adequate physical, technical and administrative safeguards to protect Consumer
      Information from unauthorized access as provided by the applicable laws and
      regulations, and (v) shall immediately notify the Purchaser of any actual or
      suspected breach of the confidentiality of Consumer Information that would
      have
      a material and adverse effect on the Purchaser.

    The
      Company agrees that the Company shall indemnify, defend and hold the Purchaser
      harmless from and against any loss, claim or liability the Purchaser may suffer
      by reason of the Company's failure to perform the obligations set forth in
      this
      Section 11.10.

    


    Section
      11.11 Recordation
      of Assignments of Mortgage.

    


    To
      the
      extent permitted by applicable law, each of the Assignments 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
      Mortgaged Properties are situated, and in any other appropriate public recording
      office or elsewhere, such recordation to be effected by and at the Company’s
      expense in the event recordation is either necessary under applicable law or
      requested by the Purchaser at its sole option.

    


    Section
      11.12 Assignment.

    


    The
      Purchaser shall have the right, without the consent of the Company, to assign,
      in whole or in part, its interest under this Agreement with respect to some
      or
      all of the Mortgage Loans, and designate any person to exercise any rights
      of
      the Purchaser hereunder, by executing an Assignment and Assumption Agreement
      substantially in the form of Exhibit D hereto and the assignee or designee
      shall
      accede to the rights and obligations hereunder of the Purchaser with respect
      to
      such Mortgage Loans. In no event shall Purchaser sell a partial interest in
      any
      Mortgage Loan without the written consent of Company, which consent shall not
      be
      unreasonably denied. All references to the Purchaser in this Agreement shall
      be
      deemed to include its assignee or designee. The Company shall have the right,
      only with the consent of the Purchaser or otherwise in accordance with this
      Agreement, to assign, in whole or in part, its interest under this Agreement
      with respect to some or all of the Mortgage Loans.

    


    Section
      11.13 No
      Partnership.

    


    Nothing
      herein contained shall be deemed or construed to create a co-partnership or
      joint venture between the parties hereto and the services of the Company shall
      be rendered as an independent contractor and not as agent for
      Purchaser.

    


    Section
      11.14 Signature
      Pages/Counterparts; Successors and Assigns.
      

    


    This
      Agreement and/or any Term Sheet shall be executed by each party (i) in one
      or
      more fully executed copies, each of which shall constitute a fully executed
      original Agreement, and/or (ii) in counterparts having one or more original
      signatures, and all such counterparts containing the original signatures of
      all
      of the parties hereto taken together shall constitute a fully executed original
      Agreement or Term Sheet, as applicable, and/or (iii) by delivery of one or
      more
      original signed signature pages to the other parties hereto (x) by mail or
      courier, and/or (y) by electronic transmission, including without limitation
      by
      telecopier, facsimile or email of a scanned image (“Electronic Transmission”),
      each of which as received shall constitute for all purposes an executed original
      signature page of such party. The Purchaser may deliver a copy of this Agreement
      and/or any Term Sheet, fully executed as provided herein, to each other party
      hereto by mail and/or courier and/or Electronic Transmission, and such copy
      as
      so delivered shall constitute a fully executed original Agreement or Term Sheet,
      as applicable, superseding any prior form of the Agreement or Term Sheet, as
      applicable, that differs therefrom in any respect. This Agreement shall inure
      to
      the benefit of and be binding upon the Company and the Purchaser and their
      respective successor and assigns.

    


    Section
      11.15 Entire
      Agreement.

    


    The
      Company acknowledges that no representations, agreements or promises were made
      to the Company by the Purchaser or any of its employees other than those
      representations, agreements or promises specifically contained herein and in
      the
      Confirmation. The Confirmation and this Agreement and the related Term Sheet
      sets forth the entire understanding between the parties hereto; provided,
      however, only this Agreement and the related Term Sheet shall be binding upon
      all successors of both parties. In the event of any inconsistency between the
      Confirmation and this Agreement, this Agreement and the related Term Sheet
      shall
      control.

    


    Section
      11.16. No
      Solicitation.

    


    From
      and
      after the Closing Date, the Company agrees that it will not take any action
      or
      permit or cause any action to be taken by any of its agents or affiliates,
      to
      personally, by telephone or mail, solicit the borrower or obligor under any
      Mortgage Loan to refinance the Mortgage Loan, in whole or in part, without
      the
      prior written consent of the Purchaser. Notwithstanding the foregoing, it is
      understood and agreed that (i) promotions undertaken by the Company or any
      affiliate of the Company which are directed to the general public at large,
      or
      segments thereof, provided that no segment shall consist primarily of the
      Mortgage Loans, including, without limitation, mass mailing based on
      commercially acquired mailing lists, newspaper, radio and television
      advertisements and (ii) responses to unsolicited requests or inquiries made
      by a
      Mortgagor or an agent of a Mortgagor, shall not constitute solicitation under
      this Section 11.16. This Section 11.16 shall not be deemed to preclude the
      Company or any of its affiliates from soliciting any Mortgagor for any other
      financial products or services. The Company shall use its best efforts to
      prevent the sale of the name of any Mortgagor to any Person who is not affiliate
      of the Company.

    


    Section
      11.17. Closing.

    


    The
      closing for the purchase and sale of the Mortgage Loans shall take place on
      the
      related Closing Date. The closing shall be either: by telephone, confirmed
      by
      letter or wire as the parties shall agree, or conducted in person, at such
      place
      as the parties shall agree.

    


    The
      closing for the Mortgage Loans to be purchased on the related Closing Date
      shall
      be subject to each of the following conditions:

    


    (a) at
      least
      one (1) Business Day prior to the related Closing Date, the Company shall
      deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing
      on
      a loan-level basis of the information contained in the related Mortgage Loan
      Schedule attached to the related Term Sheet;

    


    (b) all
      of
      the representations and warranties of the Company under this Agreement shall
      be
      materially true and correct as of the related Closing Date and no event shall
      have occurred which, with notice or the passage of time, would constitute a
      material default under this Agreement;

    


    (c) the
      Purchaser shall have received, or the Purchaser's attorneys shall have received
      in escrow, all documents required pursuant to this Agreement, the related Term
      Sheet, an opinion of counsel and an officer's certificate, all in such forms
      as
      are agreed upon and acceptable to the Purchaser, duly executed by all
      signatories other than the Purchaser as required pursuant to the terms
      hereof;

    


    (d) the
      Company shall have delivered and released to the Purchaser (or its designee)
      on
      or prior to the related Closing Date all documents required pursuant to the
      terms of this Agreement and the related Term Sheet; and

    


    (e) all
      other
      terms and conditions of this Agreement, the related Term Sheet and the
      Confirmation shall have been materially complied with.

    


    Subject
      to the foregoing conditions, the Purchaser shall pay to the Company on the
      related Closing Date the Purchase Price, plus accrued interest pursuant to
      Section 2.02 of this Agreement, by wire transfer of immediately available funds
      to the account designated by the Company.

    


    Section
      11.18. Cooperation
      of Company with a Reconstitution.

    


    The
      Company and the Purchaser agree that with respect to some or all of the Mortgage
      Loans, on or after the related Closing Date, on one or more dates (each a
      "Reconstitution Date") at the Purchaser's sole option, the Purchaser may effect
      a sale (each, a "Reconstitution") of some or all of the Mortgage Loans then
      subject to this Agreement, without recourse, to:

    


    (a) 
      one or
      more third party purchasers in one or more in whole loan transfers (each, a
      "Whole Loan Transfer"); or

    


    (b) one
      or
      more trusts or other entities to be formed as part of one or more pass-through
      transfers (each, a "Pass-Through Transfer").

    


    The
      Company agrees to execute in connection with any agreements among the Purchaser,
      the Company, and any servicer in connection with a Whole Loan Transfer, an
      Assignment, Assumption and Recognition Agreement substantially in the form
      of
      Exhibit D hereto, or, at Purchaser’s request, a seller's warranties and
      servicing agreement or a participation and servicing agreement or similar
      agreement in form and substance reasonably acceptable to the parties, and in
      connection with a Pass-Through Transfer, a pooling and servicing agreement
      in
      form and substance reasonably acceptable to the parties, (collectively the
      agreements referred to herein are designated, the "Reconstitution Agreements").
      It is understood that any such Reconstitution Agreements will not contain any
      greater obligations on the part of Company than are contained in this Agreement.
      Notwithstanding anything to the contrary in this Section 11.18, the Company
      agrees that it is required to perform the obligations described in Exhibit
      K
      hereto.

    


    With
      respect to each Whole Loan Transfer and each Pass-Through Transfer entered
      into
      by the Purchaser, the Company agrees (1) to cooperate fully with the Purchaser
      and any prospective purchaser with respect to all reasonable requests and due
      diligence procedures; (2) to execute, deliver and perform all Reconstitution
      Agreements required by the Purchaser; (3) to restate the representations and
      warranties set forth in this Agreement as of the settlement or closing date
      in
      connection with such Reconstitution (each, a "Reconstitution Date"). In that
      connection, the Company shall provide to such servicer or issuer, as the case
      may be, and any other participants in such Reconstitution: (i) any and all
      information (including servicing portfolio information) and appropriate
      verification of information (including servicing portfolio information) which
      may be reasonably available to the Company, whether through letters of its
      auditors and counsel or otherwise, as the Purchaser or any such other
      participant shall request upon reasonable demand; and (ii) such additional
      representations, warranties, covenants, opinions of counsel, letters from
      auditors, and certificates of public officials or officers of the Company as
      are
      reasonably agreed upon by the Company and the Purchaser or any such other
      participant. In connection with each Pass-Through Transfer, the Company agrees
      to provide reasonable and customary indemnification to the Purchaser and its
      affilates for disclosure contained in any offering document relating to the
      Company or its affilates, the Mortgage Loans and the underwriting standards
      of
      the Mortgage Loans. The Purchaser shall be responsible for the costs relating
      to
      the delivery of such information. 

     

    All
      Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain
      subject to, and serviced in accordance with the terms of, this Agreement and
      the
      related Term Sheet, and with respect thereto this Agreement and the related
      Term
      Sheet shall remain in full force and effect.

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    IN
      WITNESS WHEREOF, the Company and the Purchaser have caused their names to be
      signed hereto by their respective officers thereunto duly authorized as of
      the
      day and year first above written.

     

    EMC
      MORTGAGE CORPORATION

    Purchaser

    


    By:________________________

    Name:
      

    Title:

    


    


    HSBC
      MORTGAGE CORPORATION (USA) 

    Company

    


    By:
      _______________________

    Name:

    Title:

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    EXHIBIT
      A

    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,
      and
      which shall be retained by the Company in the Servicing File or delivered to
      the
      Purchaser or its designee pursuant to Sections 2.04 and 2.05 of the Purchase,
      Warranties and Servicing Agreement.

    


    1.
      The
      original Mortgage Note endorsed "Pay to the order of
      ____________________________________________________, without recourse," and
      signed via original signature in the name of the Company by an authorized
      officer, with all intervening endorsements showing a complete chain of title
      from the originator to the Company, together with any applicable riders. In
      no
      event may an endorsement be a facsimile endorsement. If the Mortgage Loan was
      acquired by the Company in a merger, the endorsement must be by "[Company],
      successor by merger to the [name of predecessor]". If the Mortgage Loan was
      acquired or originated by the Company while doing business under another name,
      the endorsement must be by "[Company] formerly known as [previous name]".
      Mortgage Notes may be in the form of a lost note affidavit subject to Purchaser
      acceptability. 

    


    2.
       Except
      as
      provided below and for each Mortgage Loan that is not a MERS Mortgage
      Loan,
      the
      original Mortgage (together with a standard adjustable rate mortgage rider)
      with
      evidence of recording thereon, or a copy thereof certified by the public
      recording office in which such mortgage has been recorded or, if the original
      Mortgage has not been returned from the applicable public recording office,
      a
      true certified copy, certified by the Company. With respect to each MERS
      Mortgage Loan, the original Mortgage, noting the presence of the MIN of the
      Mortgage Loans and either language indicating that the Mortgage Loan is a MOM
      Loan or if the Mortgage Loan was not a MOM Loan at origination, the original
      Mortgage and the assignment thereof to MERS, with evidence of recording
      indicated thereon, or a copy of the Mortgage certified by the public recording
      office in which such Mortgage has been recorded.

    


    3.
      The
      original or certified copy, certified by the Company, of the Primary Mortgage
      Insurance Policy, if required.

    


    4. In
      the
      case of each Mortgage Loan that is not a MERS Mortgage Loan, the
      original Assignment, from the Company to _____________________________________,
      or in accordance with Purchaser's instructions, which assignment shall, but
      for
      any blanks requested by Purchaser, be in form and substance acceptable for
      recording. If the Mortgage Loan was acquired or originated by the Company while
      doing business under another name, the Assignment must be by "[Company] formerly
      known as [previous name]". If the Mortgage Loan was acquired by the Company
      in a
      merger, the endorsement must be by "[Company], successor by merger to the [name
      of predecessor]". None of the Assignments are blanket assignments of
      mortgage.

    


    5. The
      original policy of title insurance, including riders and endorsements thereto,
      or if the policy has not yet been issued, a written commitment or interim binder
      or preliminary report of title issued by the title insurance or escrow
      company.

    


    6. In
      the
      case of each Mortgage Loan that is not a MERS Mortgage Loan, originals of all
      recorded intervening Assignments, or copies thereof, certified by the public
      recording office in which such Assignments have been recorded showing a complete
      chain of title from the originator to the Company, with evidence of recording
      thereon, or a copy thereof certified by the public recording office in which
      such Assignment has been recorded or, if the original Assignment has not been
      returned from the applicable public recording office, a true certified copy,
      certified by the Company.

    


    7. Originals,
      or copies thereof certified by the public recording office in which such
      documents have been recorded, of each assumption, extension, modification,
      written assurance or substitution agreements, if applicable, or if the original
      of such document has not been returned from the applicable public recording
      office, a true certified copy, certified by the Company. 

    


    8. If
      the
      Mortgage Note or Mortgage or any other material document or instrument relating
      to the Mortgage Loan has been signed by a person on behalf of the Mortgagor,
      the
      original or copy of power of attorney or other instrument that authorized and
      empowered such person to sign bearing evidence that such instrument has been
      recorded, if so required in the appropriate jurisdiction where the Mortgaged
      Property is located, or a copy thereof certified by the public recording office
      in which such instrument has been recorded or, if the original instrument has
      not been returned from the applicable public recording office, a true certified
      copy, certified by the Company.

    


    9. reserved.

    


    10. Mortgage
      Loan closing statement (Form HUD-1) and any other truth-in-lending or real
      estate settlement procedure forms required by law.

    


    11.
       Residential
      loan application.

    


    12. Uniform
      underwriter and transmittal summary (Fannie Mae Form 1008) or reasonable
      equivalent.

    


    13. Credit
      report on the mortgagor.

    


    14. Business
      credit report, if applicable.

    


    15. Residential
      appraisal report and attachments thereto.

    


    16. The
      original of any guarantee executed in connection with the Mortgage
      Note.

    


    17. Verification
      of employment and income except for Mortgage Loans originated under a limited
      documentation program, all in accordance with Company's underwriting
      guidelines.

    


    18. Verification
      of acceptable evidence of source and amount of down payment, in accordance
      with
      Company's underwriting guidelines.

    


    19. Photograph
      of the Mortgaged Property (may be part of appraisal).

    


    20. Survey
      of
      the Mortgaged Property, if any.

    


    21. Sales
      contract, if applicable.

    


    22. If
      available, termite report, structural engineer’s report, water portability and
      septic certification.

    


    23. Any
      original security agreement, chattel mortgage or equivalent executed in
      connection with the Mortgage.

    


    24. Name
      affidavit, if applicable.

    


    Notwithstanding
      anything to the contrary herein, Company may provide one certificate for all
      of
      the Mortgage Loans indicating that the documents were delivered for
      recording.

    


    (B)
       With
      respect to each Co-op Loan, as applicable and as required by the applicable
      laws
      of the state in which the related Cooperative apartment is located, copies
      of:
      (A) the proprietary lease, (B) the security agreement, (C) the assignment of
      the
      proprietary lease, with all intervening assignments showing a complete chain
      of
      title and an assignment thereof by such Seller, (D) the original stock
      certificate evidencing the ownership of the Cooperative apartment endorsed
      or
      accompanied by a stock power relating to such stock certificate executed in
      blank, (E) a recognition agreement in form approved by Seller’s underwriting
      guidelines, in substantially the same form as the standard “AZTECH” form, (F)
      copies of the financing statement filed by the applicable Company as secured
      party and, if applicable, a filed UCC-3 assignment of the subject security
      interest showing a complete chain of title, together with an executed UCC-3
      Assignment of such security interest by the Company in a form sufficient for
      filing, and (G) such other documents as are necessary for the perfection of
      a
      lien against the related Co-op Loan ownership interests under applicable
      law.

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      B

    


    CUSTODIAL
      ACCOUNT LETTER AGREEMENT

    


    ______________,
      2002

    


    To: [_______________________]
      

    (the
      "Depository")

    


    As
      "Company" under the Purchase, Warranties and Servicing Agreement, dated as
      of
      May 1, 2001 Adjustable Rate Mortgage Loans (the "Agreement"), we hereby
      authorize and request you to establish an account, as a Custodial Account
      pursuant to Section 4.04 of the Agreement, to be designated as
      "[______________________________________], in trust for the [Purchaser], Owner
      of Adjustable Rate Mortgage Loans". All deposits in the account shall be subject
      to withdrawal therefrom by order signed by the Company. This letter is submitted
      to you in duplicate. Please execute and return one original to us.

     

    

      
        	 	 [__________________________]
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	 
	 	
                Title:

              	 


      

      


    

     

    The
      undersigned, as "Depository", hereby certifies that the above described account
      has been established under Account Number [__________], at the office of the
      depository indicated above, and agrees to honor withdrawals on such account
      as
      provided above. The full amount deposited at any time in the account will be
      insured up to applicable limits by the Federal Deposit Insurance Corporation
      through the Bank Insurance Fund or the Savings Association Insurance Fund or
      will be invested in Permitted Investments as defined in the
      Agreement.

     

    

      
        	 	HSBC
                MORTGAGE
                CORPORATION (USA) 
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	 
	 	
                Title:

              	 


      

      



    

                                   

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    EXHIBIT
      C

    


    ESCROW
      ACCOUNT LETTER AGREEMENT

    _____________,
      2002

    


    To: [_______________________]

    (the
      "Depository")

    


    As
      “Company” under the Purchase Warranties and Servicing Agreement, dated as of May
      1, 2001 Adjustable Rate Mortgage Loans (the "Agreement"), we hereby authorize
      and request you to establish an account, as an Escrow Account pursuant to
      Section 4.06 of the Agreement, to be designated as
      "[__________________________], in trust for the [Purchaser], Owner of Adjustable
      Rate Mortgage Loans, and various Mortgagors." All deposits in the account shall
      be subject to withdrawal therefrom by order signed by the Company. This letter
      is submitted to you in duplicate. Please execute and return one original to
      us.

     

    
      	 	HSBC
              MORTGAGE
              CORPORATION (USA) 
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    


    


    


    The
      undersigned, as "Depository", hereby certifies that the above described account
      has been established under Account Number __________, at the office of the
      depository indicated above, and agrees to honor withdrawals on such account
      as
      provided above. The full amount deposited at any time in the account will be
      insured up to applicable limits by the Federal Deposit Insurance Corporation
      through the Bank Insurance Fund or the Savings Association Insurance Fund or
      will be invested in Permitted Investments as defined in the
      Agreement.

     

    
      	 	[______________________]
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    EXHIBIT
      D

    


    FORM
      OF
      ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

    


    This
      is a
      Purchase, Assignment, Assumption and Recognition Agreement (this “PAAR
      Agreement”) made as of __________, 200__, among EMC Mortgage Corporation (the
“Assignor”), ___________________ (the “Assignee”), and HSBC Mortgage Corporation
      (USA) (the “Company”).

    


    In
      consideration of the mutual promises contained herein the parties hereto agree
      that the residential mortgage loans (the “Assigned Loans”) listed on Attachment
      1 annexed hereto (the "Assigned Loan Schedule") now serviced by Company for
      Assignor and its successors and assigns pursuant to the Purchase, Warranties
      and
      Servicing Agreement, dated as of May 1, 2002, between Assignor and Company
      (the
“Purchase Agreement”) shall be subject to the terms of this PAAR Agreement.
      Capitalized terms used herein but not defined shall have the meanings ascribed
      to them in the Purchase Agreement.

    


    Purchase,
      Assignment and Assumption

    


    1. Assignor
      hereby grants, transfers and assigns to Assignee all of the right, title and
      interest of Assignor in the Assigned Loans and, as they relate to the Assigned
      Loans, all of its right, title and interest in, to and under the Purchase
      Agreement.

    


    2. Simultaneously
      with the execution hereof, (i) Assignee shall pay to Assignor the “Funding
      Amount” as set forth in that certain letter agreement, dated as of _________
      ____, between Assignee and Assignor (the “Confirmation”) and (ii) Assignor, at
      its expense, shall have caused to be delivered to Assignee or its designee
      the
      Mortgage File for each Assigned Loan in Assignor's or its custodian's
      possession, as set forth in the Purchase Agreement, along with, for each
      Assigned Loan, an endorsement of the Mortgage Note from the applicable Company,
      in blank, and an assignment of mortgage in recordable form from the applicable
      Company, in blank. Assignee shall pay the Funding Amount by wire transfer of
      immediately available funds to the account specified by Assignor. Assignee
      shall
      be entitled to all scheduled payments due on the Assigned Loans after
      ___________, 200__ and all unscheduled payments or other proceeds or other
      recoveries on the Assigned Loans received on and after _____________,
      200__.

    


    Representations,
      Warranties and Covenants

    


    3. Assignor
      warrants and represents to Assignee and Company as of the date
      hereof:

    


    (a) Attached
      hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement,
      which agreement is in full force and effect as of the date hereof and the
      provisions of which have not been waived, amended or modified in any respect,
      nor has any notice of termination been given thereunder;

    


    (b) Assignor
      is the lawful owner of the Assigned Loans with full right to transfer the
      Assigned Loans and any and all of its interests, rights and obligations under
      the Purchase Agreement as they relate to the Assigned Loans, free and clear
      from
      any and all claims and encumbrances; and upon the transfer of the Assigned
      Loans
      to Assignee as contemplated herein, Assignee shall have good title to each
      and
      every Assigned Loan, as well as any and all of Assignee’s interests, rights and
      obligations under the Purchase Agreement as they relate to the Assigned Loans,
      free and clear of any and all liens, claims and encumbrances;

    


    (c) There
      are
      no offsets, counterclaims or other defenses available to Company with respect
      to
      the Assigned Loans or the Purchase Agreement;

     

    (d) Assignor
      has no knowledge of, and has not received notice of, any waivers under, or
      any
      modification of, any Assigned Loan;

    


    (e) Assignor
      is duly organized, validly existing and in good standing under the laws of
      the
      jurisdiction of its incorporation, and has all requisite power and authority
      to
      acquire, own and sell the Assigned Loans;

    


    (f) Assignor
      has full corporate power and authority to execute, deliver and perform its
      obligations under this PAAR Agreement, and to consummate the transactions set
      forth herein. The consummation of the transactions contemplated by this PAAR
      Agreement is in the ordinary course of Assignor’s business and will not conflict
      with, or result in a breach of, any of the terms, conditions or provisions
      of
      Assignor’s charter or by-laws or any legal restriction, or any material
      agreement or instrument to which Assignor is now a party or by which it is
      bound, or result in the violation of any law, rule, regulation, order, judgment
      or decree to which Assignor or its property is subject. The execution, delivery
      and performance by Assignor of this PAAR Agreement and the consummation by
      it of
      the transactions contemplated hereby, have been duly authorized by all necessary
      corporate action on part of Assignor. This PAAR Agreement has been duly executed
      and delivered by Assignor and, upon the due authorization, execution and
      delivery by Assignee and Company, will constitute the valid and legally binding
      obligation of Assignor enforceable against Assignor in accordance with its
      terms
      except as enforceability may be limited by bankruptcy, reorganization,
      insolvency, moratorium or other similar laws now or hereafter in effect relating
      to creditors’ rights generally, and by general principles of equity regardless
      of whether enforceability is considered in a proceeding in equity or at law;
      

     

    (g)  No
      consent, approval, order or authorization of, or declaration, filing or
      registration with, any governmental entity is required to be obtained or made
      by
      Assignor in connection with the execution, delivery or performance by Assignor
      of this PAAR Agreement, or the consummation by it of the transactions
      contemplated hereby; and

    


    (h)  Neither
      Assignor nor anyone acting on its behalf has offered, transferred, pledged,
      sold
      or otherwise disposed of the Assigned Loans or any interest in the Assigned
      Loans, or solicited any offer to buy or accept a transfer, pledge or other
      disposition of the Assigned Loans, or any interest in the Assigned Loans or
      otherwise approached or negotiated with respect to the Assigned Loans, or any
      interest in the Assigned Loans with any Person in any manner, or made any
      general solicitation by means of general advertising or in any other manner,
      or
      taken any other action which would constitute a distribution of the Assigned
      Loans under the Securities Act of 1933, as amended (the “1933 Act”) or which
      would render the disposition of the Assigned Loans a violation of Section 5
      of
      the 1933 Act or require registration pursuant thereto.

     

    4. Assignee
      warrants and represents to, and covenants with, Assignor and Company as of
      the
      date hereof:

     

    (a) Assignee
      is duly organized, validly existing and in good standing under the laws of
      the
      jurisdiction of its organization and has all requisite power and authority
      to
      acquire, own and purchase the Assigned Loans;

    


    (b) Assignee
      has full corporate power and authority to execute, deliver and perform its
      obligations under this PAAR Agreement, and to consummate the transactions set
      forth herein. The consummation of the transactions contemplated by this PAAR
      Agreement is in the ordinary course of Assignee’s business and will not conflict
      with, or result in a breach of, any of the terms, conditions or provisions
      of
      Assignee’s charter or by-laws or any legal restriction, or any material
      agreement or instrument to which Assignee is now a party or by which it is
      bound, or result in the violation of any law, rule, regulation, order, judgment
      or decree to which Assignee or its property is subject. The execution, delivery
      and performance by Assignee of this PAAR Agreement and the consummation by
      it of
      the transactions contemplated hereby, have been duly authorized by all necessary
      corporate action on part of Assignee. This PAAR Agreement has been duly executed
      and delivered by Assignee and, upon the due authorization, execution and
      delivery by Assignor and Company, will constitute the valid and legally binding
      obligation of Assignee enforceable against Assignee in accordance with its
      terms
      except as enforceability may be limited by bankruptcy, reorganization,
      insolvency, moratorium or other similar laws now or hereafter in effect relating
      to creditors’ rights generally, and by general principles of equity regardless
      of whether enforceability is considered in a proceeding in equity or at law;
      

    


    (c) No
      consent, approval, order or authorization of, or declaration, filing or
      registration with, any governmental entity is required to be obtained or made
      by
      Assignee in connection with the execution, delivery or performance by Assignee
      of this PAAR Agreement, or the consummation by it of the transactions
      contemplated hereby; and 

    


    (d) Assignee
      agrees to be bound as “Purchaser” by all of the terms, covenants and conditions
      of the Purchase Agreement with respect to the Assigned Loans, and from and
      after
      the date hereof, Assignee assumes for the benefit of each of Assignor and
      Company all of Assignor's obligations as “Purchaser” thereunder but solely with
      respect to such Assigned Loans.

     

    5. Company
      warrants and represents to, and covenant with, Assignor and Assignee as of
      the
      date hereof:

    


    (a)
       Attached
      hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement,
      which agreement is in full force and effect as of the date hereof and the
      provisions of which have not been waived, amended or modified in any respect,
      nor has any notice of termination been given thereunder; 

    


    (b)
       Company
      is duly organized, validly existing and in good standing under the laws of
      the
      jurisdiction of its incorporation, and has all requisite power and authority
      to
      service the Assigned Loans and otherwise to perform its obligations under the
      Purchase Agreement;

    


    
      	(c)  	
              Company
                has full corporate power and authority to execute, deliver and perform
                its
                obligations under this PAAR Agreement, and to consummate the transactions
                set forth herein. The consummation of the transactions contemplated
                by
                this PAAR Agreement is in the ordinary course of Company’s business and
                will not conflict with, or result in a breach of, any of the terms,
                conditions or provisions of Company’s charter or by-laws or any legal
                restriction, or any material agreement or instrument to which Company
                is
                now a party or by which it is bound, or result in the violation of
                any
                law, rule, regulation, order, judgment or decree to which Company
                or its
                property is subject. The execution, delivery and performance by Company
                of
                this PAAR Agreement and the consummation by it of the transactions
                contemplated hereby, have been duly authorized by all necessary corporate
                action on part of Company. This PAAR Agreement has been duly executed
                and
                delivered by Company, and, upon the due authorization, execution
                and
                delivery by Assignor and Assignee, will constitute the valid and
                legally
                binding obligation of Company, enforceable against Company in accordance
                with its terms except as enforceability may be limited by bankruptcy,
                reorganization, insolvency, moratorium or other similar laws now
                or
                hereafter in effect relating to creditors’ rights generally, and by
                general principles of equity regardless of whether enforceability
                is
                considered in a proceeding in equity or at
                law;

            


    

    


    
      	(d)  	
              No
                consent, approval, order or authorization of, or declaration, filing
                or
                registration with, any governmental entity is required to be obtained
                or
                made by Assignee in connection with the execution, delivery or performance
                by Company of this PAAR Agreement, or the consummation by it of the
                transactions contemplated hereby;
                and

            


    

    


    
      	(e)  	
              No
                event has occurred
                from the Closing Date to the date hereof which would render the
                representations and warranties as to the related Assigned Loans made
                by
                the Company in Sections 3.01 and 3.02 of the Purchase Agreement to
                be
                untrue in any material respect.

            


    

    


    Recognition
      of Assignee

    


    6. From
      and
      after the date hereof, Company shall recognize Assignee as owner of the Assigned
      Loans and will service the Assigned Loans in accordance with the Purchase
      Agreement. It is the intention of Assignor, Company and Assignee that this
      PAAR
      Agreement shall be binding upon and for the benefit of the respective successors
      and assigns of the parties hereto. Neither Company nor Assignor shall amend
      or
      agree to amend, modify, waiver, or otherwise alter any of the terms or
      provisions of the Purchase Agreement which amendment, modification, waiver
      or
      other alteration would in any way affect the Assigned Loans without the prior
      written consent of Assignee.

    


     

    Miscellaneous

    


    7. All
      demands, notices and communications related to the Assigned Loans, the Purchase
      Agreement and this PAAR Agreement shall be in writing and shall be deemed to
      have been duly given if personally delivered at or mailed by registered mail,
      postage prepaid, as follows:

     

    


    (a)         
       In
      the
      case of Company:

    HSBC
      MORTGAGE CORPORATION (USA) 

       Lori
      Miller / Senior Vice President

    2929
      Walden Avenue

    Depew,
      New York 14043

     

    With
      a
      copy to:

     

    (b)         
       In
      the
      case of Assignor:

    [Name
      and
      address] 

    


    (c)         
       In
      the
      case of Assignee:

    EMC
      Mortgage Corporation 

    Mac
      Arthur Ridge II 

    909
      Hidden Ridge Drive, Suite 200

    Irving,
      Texas 75038

    Attention:
      Ralene Ruyle

    Telecopier
      No.: (972) 444-2810

    


    with
      a
      copy to:

    Bear
      Stearns Mortgage Capital Corporation

    383
      Madison Avenue

    New
      York,
      New York 10179

    Attention:
      ___________

    Telecopier
      No.: (212) 272-____

    


    8. Each
      party will pay any commissions it has incurred and the fees of its attorneys
      in
      connection with the negotiations for, documenting of and closing of the
      transactions contemplated by this PAAR Agreement. 

    


    9. This
      PAAR
      Agreement shall be construed in accordance with the laws of the State of New
      York, without regard to conflicts of law principles, and the obligations, rights
      and remedies of the parties hereunder shall be determined in accordance with
      such laws.

    


    10. No
      term
      or provision of this PAAR Agreement may be waived or modified unless such waiver
      or modification is in writing and signed by the party against whom such waiver
      or modification is sought to be enforced.

    


    11. This
      PAAR
      Agreement shall inure to the benefit of the successors and assigns of the
      parties hereto. Any entity into which Assignor, Assignee or Company may be
      merged or consolidated shall, without the requirement for any further writing,
      be deemed Assignor, Assignee or Company, respectively, hereunder.

    


    12. This
      PAAR
      Agreement shall survive the conveyance of the Assigned Loans, the assignment
      of
      the Purchase Agreement to the extent of the Assigned Loans by Assignor to
      Assignee and the termination of the Purchase Agreement.

    


    13. This
      PAAR
      Agreement may be executed simultaneously in any number of counterparts. Each
      counterpart shall be deemed to be an original and all such counterparts shall
      constitute one and the same instrument.

    


    14. In
      the
      event that any provision of this PAAR Agreement conflicts with any provision
      of
      the Purchase Agreement with respect to the Assigned Loans, the terms of this
      PAAR Agreement shall control. In the event that any provision of this PAAR
      Agreement conflicts with any provision of the Confirmation with respect to
      the
      Assigned Loans, the terms of this PAAR Agreement shall control.

    


    


    [Modification
      of Purchase Agreement

    


    15.  The
      Company and Assignor hereby amend the Purchase Agreement as
      follows:

    


    (a) The
      following definitions are added to Section 1.01 of the Purchase
      Agreement:

    


    Securities
      Administrator: ________________________

    


    Supplemental
      PMI Insurer: ________________________

    


    Supplemental
      PMI Policy: The
      primary guarantee insurance policy of the Supplemental PMI Insurer attached
      hereto as Exhibit J, or any successor Supplemental PMI Policy given to the
      Servicer by the Assignee.

    


    Trustee:
       ________________________

    


    (b) The
      following definition is amended and restated:

    


    Insurance
      Proceeds: Proceeds
      of any Primary Mortgage Insurance Policy, the Supplemental PMI Policy, any
      title
      policy, any hazard insurance policy or any other insurance policy covering
      a
      Mortgage Loan or other related Mortgaged Property, including any amounts
      required to be deposited in the Custodial Account pursuant to Section 4.04,
      to
      the extent such proceeds are not to be applied to the restoration of the related
      Mortgaged Property or released to the Mortgagor in accordance with Accepted
      Servicing Practices.

    


    (c) The
      following are added as the fourth, fifth and sixth paragraphs of Section
      4.08:

    


    “In
      connection with its activities as servicer, the Company agrees to prepare and
      present, on behalf of itself and the Purchaser, claims to the Supplemental
      PMI
      Insurer with respect to the Supplemental PMI Policy and, in this regard, to
      take
      such action as shall be necessary to permit recovery under any Supplemental
      PMI
      Policy respecting a defaulted Mortgage Loan. Pursuant to Section 4.04, any
      amounts collected by the Company under any Supplemental PMI Policy shall be
      deposited in the Custodial Account, subject to withdrawal pursuant to Section
      4.05.

    


    In
      accordance with the Supplemental PMI Policy, the Company shall provide to the
      Supplemental PMI Insurer any required information regarding the Mortgage
      Loans.

    


    The
      Company shall provide to the [Securities Administrator] on a monthly basis
      via
      computer tape, or other mutually acceptable format, the unpaid principal
      balance, insurer certificate number, lender loan number, and premium due the
      Supplemental PMI Insurer for each Mortgage Loan covered by the Supplemental
      PMI
      Policy. In addition, the Company agrees to forward to the Purchaser and the
      [Securities Administrator] any statements or other reports given by the
      Supplemental PMI Insurer to the Servicer in connection with a claim under the
      Supplemental PMI Policy.”

    


    (d) Clause
      (vi) of Section 6.1 is amended to read as follows:

    


    “Company
      ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan seller
      or
      servicer for more than thirty days, or the Company fails to meet the servicer
      eligibility requirements of the Supplemental PMI Insurer; or”]

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this PAAR Agreement as of
      the
      day and year first above written.

     

    

      
        	 	
                EMC
                  MORTGAGE CORPORATION

                Assignor

              
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	 
	 	
                Title:

              	 


      

      


        
          	 	 
	 	
                  Assignee

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 


        

        


          
            	 	
                    
                      HSBC
                        MORTGAGE CORPORATION (USA)

                      
                        Company

                      

                    

                  
	 	 	 
	 	
                    By:

                  	 
	 	
                    Name:

                  	 
	 	
                    Title:

                  	 


          

          



            
              
                
                  


                

                
                

              

              
                
                

                
                  

                

              

              
                
                

                
                

              

            




        

      

    

    ATTACHMENT
      1

    


    ASSIGNED
      LOAN SCHEDULE

    


    


    


    
      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

    

    



    ATTACHMENT
      2

    


    PURCHASE,
      WARRANTIES AND SERVICING AGREEMENT

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      E

    


    FORM
      OF
      TRIAL BALANCE

     

    
      FORM
        OF
        RULE 144A AND RELATED MATTERS CERTIFICATE

       

      [SELLER]

       

      Bear
        Stearns Asset Backed Securities I LLC

      383
        Madison Avenue

      New
        York,
        New York 10179

       

      Wells
        Fargo Bank, National Association

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        MN 55479

       

      
        	 	
                Re:

              	
                Bear
                  Stearns Asset Backed Securities I Trust 2006-AC4, Asset-Backed
                  Certificates, Series 2006-AC4 (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:

              


      

       

      
        	 	
                (x)

              	
                [_]

              	
                an
                  insurance company as defined in Section 2(13) of the Act1 ;
                  or 

              


      

       

      
        	 	
                (y)

              	
                [_]

              	
                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

              


      

       

      
        	 	
                (z)

              	
                [_]

              	
                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

              


      

       

      
        	 	
                (aa)

              	
                [_]

              	
                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

              


      

       

      
        	 	
                (bb)

              	
                [_]

              	
                a
                  business development company as defined in Section 202(a)(22) of
                  the
                  Investment Advisers Act of 1940; or

              


      

       

      
        	 	
                (cc)

              	
                [_]

              	
                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

              


      

       

      
        	 	
                (dd)

              	
                [_]

              	
                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

              


      

       

      
        	 	
                (ee)

              	
                [_]

              	
                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.

              


      

      

        

      

      
        
          
            
              	 	
                      1

                    	
                      A
                        purchase by an insurance company for one or more of its separate
                        accounts,
                        as defined by Section 2(a)(37) of the Investment Company
                        Act of 1940,
                        which are neither registered nor required to be registered
                        thereunder,
                        shall be deemed to be a purchase for the account of such
                        insurance
                        company. 

                    


            

             

          

        

      

      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 June 1, 2006, among Bear Stearns Asset Backed
        Securities I LLC, as depositor, Wells Fargo Bank, National Association, as
        securities administrator and master servicer, EMC Mortgage Corporation, as
        seller and company, and U.S. 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,
        or
        (iii) in the case of the Class B-5 Certificates, are providing a representation
        to the effect that the proposed transfer and holding of such Certificate
        and
        servicing, management and operation of the Trust and its assets: (I) will
        not
        result in any prohibited transaction which is not covered under Prohibited
        Transaction Class Exemption (“PTCE”) 84-14, PTCE 91-38, PTCE 90-1, PTCE 95-60,
        PTCE 96-23 and (II) will not give rise to any additional obligations on the
        part
        of the Depositor, the Master Servicer, the Securities Administrator or the
        Trustee.

       

      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):

       

      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]

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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]

              


      

      


      


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      G

    


    REQUEST
      FOR RELEASE OF DOCUMENTS AND RECEIPT

    


    RE: Mortgage
      Loan #___________________________________

    BORROWER:__________________________________________________

    PROPERTY:
      __________________________________________________

    


    


    Pursuant
      to a Purchase, Warranties and Servicing Agreement (the "Agreement") between
      the
      Company and the Purchaser, the undersigned hereby certifies that he or she
      is an
      officer of the Company requesting release of the documents for the reason
      specified below. The undersigned further certifies that:

    


    (Check
      one of the items below)

    


    _____ On
      _________________, the above captioned mortgage loan was paid in full or that
      the Company has been notified that payment in full has been or will be escrowed.
      The Company hereby certifies that all amounts with respect to this loan which
      are required under the Agreement have been or will be deposited in the Custodial
      Account as required.

    


    _____ The
      above
      captioned loan is being repurchased pursuant to the terms of the Agreement.
      The
      Company hereby certifies that the repurchase price has been credited to the
      Custodial Account as required under the Agreement.

    


    _____ The
      above
      captioned loan is being placed in foreclosure and the original documents are
      required to proceed with the foreclosure action. The Company hereby certifies
      that the documents will be returned to the Purchaser in the event of
      reinstatement.

    


    _____ Other
      (explain)

    


    _______________________________________________________

    _______________________________________________________

    


    All
      capitalized terms used herein and not defined shall have the meanings assigned
      to them in the Agreement.

    


    Based
      on
      this certification and the indemnities provided for in the Agreement, please
      release to the Company all original mortgage documents in your possession
      relating to this loan.

    


    Dated:_________________

    


    By:________________________________

    Signature

    ___________________________________

    Title

    


    Send
      documents to: _____________________________________________

    _____________________________________________

    _____________________________________________

    


    Acknowledgement:

    


    Purchaser
      hereby acknowledges that all original documents previously released on the
      above
      captioned mortgage loan have been returned and received by the
      Purchaser.

    


    


    Dated:________________

    


    By:________________________________

    Signature

    


    _______________________________

    Title

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    


    EXHIBIT
      H

    


    COMPANY’S
      UNDERWRITING GUIDELINES

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      I

    


    TERM
      SHEET

    


    This
      TERM
      SHEET (the "Term Sheet") dated _____________, between HSBC Mortgage Corporation
      (USA), a Delaware corporation, located at 2929 Walden Avenue, Depew, New York
      14043 (the “Company”) and EMC Mortgage Corporation, a Delaware corporation,
      located at Mac Arthur Ridge II, 909 Hidden Ridge Drive, Suite 200, Irving,
      Texas
      75038 (the "Purchaser") is made pursuant to the terms and conditions of that
      certain Purchase, Warranties and Servicing Agreement (the "Agreement") dated
      as
      of May 1, 2002, between the Company and the Purchaser, the provisions of which
      are incorporated herein as if set forth in full herein, as such terms and
      conditions may be modified or supplemented hereby. All initially capitalized
      terms used herein unless otherwise defined shall have the meanings ascribed
      thereto in the Agreement. 

    


    The
      Purchaser hereby purchases from the Company and the Company hereby sells to
      the
      Purchaser, all of the Company’s right, title and interest in and to the Mortgage
      Loans described on the Mortgage Loan Schedule annexed hereto as Schedule
      I,
      pursuant to and in accordance with the terms and conditions set forth in the
      Agreement, as same may be supplemented or modified hereby. Hereinafter, the
      Company shall service the Mortgage Loans for the benefit of the Purchaser and
      all subsequent transferees of the Mortgage Loans pursuant to and in accordance
      with the terms and conditions set forth in the Agreement. 

    


    1. Definitions

    


    For
      purposes of the Mortgage Loans to be sold pursuant to this Term Sheet, the
      following terms shall have the following meanings:

    


    Aggregate
      Principal Balance

    (as
      of
      the Cut-Off Date):    

    


    Closing
      Date:    

    


    Custodian:    

    


    Cut-off
      Date:    

    


    Initial
      Weighted Average

    Mortgage
      Loan Remittance Rate: 

    


    Purchase
      Price Percentage:   

    


    Servicing
      Fee Rate: 

     

    Except
      as
      modified herein, Section 8.01 of the Agreement shall remain in full force and
      effect as of the date hereof.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    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.

     

    

      
        	 	
                HSBC
                  MORTGAGE CORPORATION (USA)

              
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	 
	 	
                Title:

              	 


      

       

      

        
          	 	
                  
                    EMC
                      MORTGAGE CORPORATION

                  

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 


        

        
 

      

    

    


    
      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

    

    



    SCHEDULE
      I

    


    MORTGAGE
      LOAN SCHEDULE

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      J

     

    [RESERVED]

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      K

    


    COMPANY’S
      OBLIGATIONS IN CONNECTION 

    WITH
      A
      RECONSTITUTION

    


    
      	·  	
              The
                Company shall (i) possess the ability to service into a securitization;
                (ii) service on a “Scheduled/Scheduled” reporting basis (advancing through
                the liquidation of an REO Property), (iii) make compensating interest
                payments on payoffs and curtailments and (iv) remit and report to
                a master
                servicer in format acceptable to such master servicer by the
                18th
                calendar day of each month, unless otherwise provided in the
                securitization documents.

            


    

    


    
      	·  	
              The
                Company shall provide an acceptable annual certification (officer’s
                certificate) to the master servicer (as required by the Sarbanes-Oxley
                Act
                of 2002) as well as any other annual certifications required under
                the
                securitization documents (i.e. the annual statement as to
                compliance/annual independent certified public accountants’ servicing
                report due by March 15 of each
                year).

            


    

    


    
      	·  	
              The
                Company shall allow for the Purchaser, the master servicer or their
                designee to perform a review of audited financials and net worth
                of the
                Company.

            


    

    


    
      	·  	
              The
                Company shall provide a Uniform Single Attestation Program certificate
                and
                Management Assertion as requested by the master servicer or the
                Purchaser.

            


    

    


    
      	·  	
              The
                Company shall provide information on each Custodial Account as requested
                by the master servicer or the Purchaser, and each Custodial Accounts
                shall
                comply with the requirements for such accounts as set forth in the
                securitization documents.

            


    

    


    
      	·  	
              The
                Company shall maintain its servicing system in accordance with the
                requirements of the master
                servicer.

            


    

    
 

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      AMENDMENT
        REG AB

      TO
        THE SELLER’S WARRANTIES AND SERVICING AGREEMENT

       

      This
        is
        Amendment Reg AB (the “Amendment
        Reg AB”),
        dated
        as of November 7, 2005, by and between EMC Mortgage Corporation
        (the“Purchaser”),
        and
        HSBC Mortgage Corporation (USA) (the “Company”)
        to
        that certain Amended and Restated Purchase, Warranties and Servicing Agreement,
        dated as of September 1, 2005 by and between the Company and the Purchaser,
        (as
        amended, modified or supplemented, the “Existing
        Agreement”).

       

      WITNESSETH

       

      WHEREAS,
        the Company and the Purchaser have agreed, subject to the terms and conditions
        of this Amendment Reg AB that the Existing Agreement be amended to reflect
        certain agreed upon revisions to the terms of the Existing
        Agreement.

       

      Accordingly,
        the Company and the Purchaser hereby agree, in consideration of the mutual
        premises and mutual obligations set forth herein, that the Existing Agreement
        is
        hereby amended as follows:

       

      
        	1.  	
                Capitalized
                  terms used herein but not otherwise defined shall have the meanings
                  set
                  forth in the Existing Agreement. The
                  Existing Agreement is hereby amended by adding the following definitions
                  in their proper alphabetical order:

              


      

       

      Commission:
        The
        United States Securities and Exchange Commission.

       

      Company
        Information:
        As
        defined in Section 2(g)(i)(A)(1).

       

      Depositor:
        With
        respect to any Securitization Transaction, the Person identified in writing
        to
        the Company by the Purchaser as depositor for such Securitization
        Transaction.

      


      Exchange
        Act.
        The
        Securities Exchange Act of 1934, as amended.

      


      Master
        Servicer:
        With
        respect to any Securitization Transaction, the “master servicer,” if an,
        identified in the related transaction documents.

      


      Qualified
        Correspondent:
        Any
        Person from which the Company purchased Mortgage Loans, provided that the
        following conditions are satisfied: (i) such Mortgage Loans were originated
        pursuant to an agreement between the Company and such Person that contemplated
        that such Person would underwrite mortgage loans from time to time, for sale
        to
        the Company, in accordance with underwriting guidelines designated by the
        Company (“Designated Guidelines”) or guidelines that do not vary materially from
        such Designated Guidelines: (ii) such Mortgage Loans were in fact underwritten
        as described in clause (i) above and were acquired by the Company within
        180
        days after origination (except that 1% of the Mortgage Loans in any
        securitization may be within 240 days); (iii) either (x) the Designated
        Guidelines were, at the time such Mortgage Loans were originated, used by
        the
        Company in the origination of mortgage loans of the same type as the Mortgage
        Loans for the Company’s own account or (y) the Designated Guidelines were, at
        the time such Mortgage Loans were underwritten, designated by the Company
        on a
        consistent basis for use by lenders in originating mortgage loans to be
        purchased by the Company; and (iv) the Company employed, at the time such
        Mortgage Loans were acquired by the Company pre-purchase or post-purchase
        quality assurance procedures (which may involve, among other things, review
        of a
        sample of mortgage loans purchased during a particular time period or through
        particular channels) designed to ensure that Persons from which it purchased
        mortgage loans properly applied the underwriting criteria designated by the
        Company.

       

      Reconstitution:
        Any
        Securitization Transaction or Whole Loan Transfer.

       

      Reconstitution
        Agreement:
        An
        agreement or agreements entered into by the Company and the Purchaser and/or
        certain third parties in connection with a Reconstitution with respect to
        any or
        all of the Mortgage Loans.

       

      Regulation
        AB:
        Subpart
        229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§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.

       

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

       

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

       

      Servicer:
        As
        defined in Section 2(f)(iii).

       

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

       

      Static
        Pool Information:
        Information set forth in Item 1105(a) and 1105(c) of Regulation AB.

       

      Subcontractor:
        Any
        vendor, subcontractor or other Person that is not responsible for the overall
        servicing (as “servicing” is commonly understood by participants in the
        mortgage-backed securities market) of Mortgage Loans pursuant to a
        Reconstitution Agreement but performs one or more discrete functions identified
        in Item 1122(d) of Regulation AB with respect to Mortgage Loans (serviced
        by the
        Company under a Reconstitution Agreement) under the direction or authority
        of
        the Company or a Subservicer.

      


      Subservicer:
        Any
        Person that services Mortgage Loans on behalf of the Company (as servicer
        under
        a Reconstitution Agreement) or any Subservicer and is responsible for the
        performance (whether directly or through Subservicers or Subcontractors)
        of a
        substantial portion of the material servicing functions required to be performed
        by the Company under this Agreement or any Reconstitution Agreement that
        are
        identified in Item 1122(d) of Regulation AB.

       

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

       

      Whole
        Loan Transfer:
        Any
        sale or transfer of some or all of the Mortgage Loans, other than a
        Securitization Transaction.

       

      
        	2.  	
                The
                  Purchaser and the Company agree that the Existing Agreement is
                  hereby
                  amended by adding the following provisions as an
                  addendum:

              


      

       

      
        	(a)  	
                (i)
                  The
                  Company hereby represents to the Purchaser, to any Master Servicer
                  and to
                  any Depositor, as of the date on which information is first provided
                  to
                  the Purchaser, any Master Servicer or any Depositor under Section
                  2(f)
                  that, except as disclosed in writing to the Purchaser, such Master
                  Servicer or such Depositor prior to such date: (i)
                  the Company is not aware and has not received notice that any default,
                  early amortization or other performance triggering event has occurred
                  as
                  to any other securitization due to any act or failure to act of
                  the
                  Company; (ii) the
                  Company has not been terminated as servicer in a residential mortgage
                  loan
                  securitization, either due to a servicing default or to application
                  of a
                  servicing performance test or trigger; (iii) no
                  material noncompliance
                  with the applicable servicing criteria with respect to other
                  securitizations of residential mortgage loans involving the Company
                  as
                  servicer
                  has been disclosed or reported by the Company; (iv) no material
                  changes to the Company’s policies or procedures with respect to the
                  servicing function it will perform under this Agreement and any
                  Reconstitution Agreement for mortgage loans of a type similar to
                  the
                  Mortgage Loans
                  have occurred during the three-year period immediately preceding
                  the
                  related Securitization Transaction; (v) there are no aspects of
                  the
                  Company’s financial condition that could have a material adverse effect
                  on
                  the performance by the
                  Company of its servicing obligations under this Agreement or any
                  Reconstitution Agreement;
                  (vi) there are no material
                  legal or governmental proceedings pending (or known to be contemplated)
                  against the Company, any Subservicer or any Third-Party Originator
                  of a
                  type identified in Item 1117 of Regulation AB;
                  and (vii) there are no affiliations, relationships or transactions
                  relating to the Company, any Subservicer or any Third-Party Originator
                  with respect to any Securitization Transaction and any party thereto
                  identified by the related Depositor of a type described in Item
                  1119 of
                  Regulation AB.

              


      

       

      (ii) If
        so
        requested by the Purchaser, any Master Servicer or any Depositor on any date
        following the
        date
        on which information is first provided to the Purchaser, any Master Servicer
        or
        any Depositor under Section 2(f),
        the
        Company shall within five Business Days, following such request, to confirm
        in
        writing the accuracy of the representations and warranties set forth in
        paragraph (i) of this Section or, if any such representation and warranty
        is not
        accurate as of the date of such request, provide reasonably adequate disclosure
        of the pertinent facts, in writing, to the requesting party.

       

      
        	(b)  	
                The
                  Company shall use its reasonable best efforts on or before March
                  1, but in
                  no event later than March 15, of each calendar year, commencing
                  in 2007,
                  to deliver to the Purchaser, any Master Servicer and any Depositor
                  a
                  statement of compliance addressed to the Purchaser, and Master
                  Servicer
                  and such Depositor and signed by an authorized officer of the Company,
                  to
                  the effect that (i) a review of the Company’s activities during the
                  immediately preceding calendar year (or applicable portion thereof)
                  and of
                  its performance under this Agreement and any applicable Reconstitution
                  Agreement during such period has been made under such officer’s
                  supervision, and (ii) to the best of such officers’ knowledge, based on
                  such review, the Company has fulfilled all of its obligations under
                  this
                  Agreement and any applicable Reconstitution Agreement in all material
                  respects throughout such calendar year (or applicable portion thereof)
                  or,
                  if there has been a failure to fulfill any such obligation in any
                  material
                  respect, specifically identifying each such failure known to such
                  officer
                  and the nature and the status
                  thereof.

              


      

       

      
        	(c)  	
                (i)The
                  Company shall use its reasonable best efforts on or before March
                  1, but in
                  no event later than March 15, of each calendar year, commencing
                  in 2007
                  to:

              


      

       

      (A) Deliver
        to the Purchaser, any Master Servicer and any Depositor a report (in form
        and
        substance reasonably satisfactory to the Purchaser, such Master Servicer
        and
        such Depositor) regarding the Company’s assessment of compliance with the
        Servicing Criteria during the immediately preceding calendar year, as required
        under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
        AB. Such report shall be addressed to the Purchaser and such Depositor and
        signed by an authorized officer of the Company, and shall address each of the
        Servicing Criteria specified on a certification substantially in the form
        of
        Exhibit B hereto delivered to the Purchaser at the time of any Securitization
        Transaction;

      


      (B) deliver
        to the Purchaser, any Master Servicer and any Depositor a report of a registered
        public accounting firm reasonably acceptable to the Purchaser, such Master
        Servicer and such Depositor that attests to, and reports on, the assessment
        of
        compliance made by the Company and delivered pursuant to the preceding
        paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3)
        and
        2-02(g) of Regulation S-X under the Securities Act and the Exchange
        Act;

      


      (C) cause
        each Subservicer and each Subcontractor determined by the Company pursuant
        to
        Section 2(e)(ii) to be “participating in the servicing function” within the
        meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to
        deliver to the Purchaser, and Master Servicer and any Depositor an assessment
        of
        compliance and accountants’ attestation as and when provided in paragraphs (i)
        and (ii) of this Section 2(c); and

      


      (D) deliver
        and cause each Subservicer and Subcontractor described in clause (c) to provide
        , to the Purchaser, and Master Servicer, any Depositor and any other Person
        that
        will be responsible for signing the certification (a “Sarbanes Certification”)
        required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant
        to
        Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of an asset-backed
        issuer with respect to a Securitization Transaction a certification signed
        by
        the appropriate officer of the company in the form attached hereto as Exhibit
        A.

      


      The
        Company acknowledges that the parties identified in clause (i)(D) above may
        rely
        on the certification provided by the Company pursuant to such clause in signing
        a Sarbanes Certification and filing such with the Commission. 

      


      (ii) Each
        assessment of compliance provided by a Subservicer pursuant to Section
        2(c)(i)(A) shall address each of the Servicing Criteria specified on a
        certification substantially in the form of Exhibit B hereto delivered to
        the
        Purchaser concurrently with the execution of this Agreement or, in the case
        of a
        Subservicer subsequently appointed as such, on or prior to the date of such
        appointment. An assessment of compliance provided by a Subcontractor pursuant
        to
        Section 2(c)(i)(C) need not address any elements of the Servicing Criteria
        other
        than those specified by the Company pursuant to Section 2(e).

      


      
        	(d)  	
                [Reserved]
                  

              


      

       

      
        	(e)  	
                The
                  Company shall not hire or otherwise utilize the services of any
                  Subservicer to fulfill any of the obligations of the Company as
                  servicer
                  under this Agreement or any Reconstitution Agreement unless the
                  Company
                  complies with the provisions of clause (i) of this Section. The
                  Company
                  shall not hire or otherwise utilize the services of any Subcontractor,
                  and
                  shall not permit any Subservicer to hire or otherwise utilize the
                  services
                  of any Subcontractor, to fulfill any of the obligations of the
                  Company as
                  servicer under this Agreement or any Reconstitution Agreement unless
                  the
                  Company complies with the provisions of 2(e)(ii) of this
                  Section.

              


      

       

      (i)  It
        shall
        not be necessary for the Company to seek the consent of the Purchaser, any
        Master Servicer or any Depositor to the utilization of any Subservicer. The
        Company shall cause any Subservicer used by the Company (or by any Subservicer)
        for the benefit of the Purchaser and any Depositor to comply with the provisions
        of this Section and with Sections 2(a), 2(b), 2(c), 2(f)(iii), 2(f)(v) and
        2(g)
        of this Agreement to the same extent as if such Subservicer were the Company,
        and to provide the information required with respect to such Subservicer
        under
        Section 2(f)(iv) of this Agreement. The Company shall be responsible for
        obtaining from each Subservicer and delivering to the Purchaser and any
        Depositor any servicer compliance statement required to be delivered by such
        Subservicer under Section 2(b), any assessment of compliance and attestation
        required to be delivered by such Subservicer under Section 2(c) and any
        certification required to be delivered to the Person that will be responsible
        for signing the Sarbanes Certification under Section 2(c) as and when required
        to be delivered. 

       

      (ii)  It
        shall
        not be necessary for the Company to seek the consent of the Purchaser or
        any
        Depositor to the utilization of any Subcontractor. The Company shall promptly
        upon request provide to the Purchaser and any Depositor (or any designee
        of the
        Depositor, such as any Master Servicer or an administrator) a written
        description (in form and substance satisfactory to the Purchaser, such Depositor
        and such Master Servicer) of the role and function of each Subcontractor
        utilized by the Company or any Subservicer, specifying (A) the identity of
        each
        such Subcontractor, (B) which (if any) of such Subcontractors are Participating
        Entities, and (C) which elements of the Servicing Criteria will be addressed
        in
        assessments of compliance provided by each Subcontractor identified pursuant
        to
        clause (B) of this paragraph.

       

      As
        a
        condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
        Regulation AB, the Company shall cause any such Subcontractor used by the
        Company (or by any Subservicer) for the benefit of the Purchaser and any
        Depositor to comply with the provisions of Sections 2(c) and 2(g) of this
        Agreement to the same extent as if such Subcontractor were the Company. The
        Company shall be responsible for obtaining from each Subcontractor and
        delivering to the Purchaser and any Depositor any assessment of compliance
        and
        attestation and the other certifications required to be delivered by such
        Subservicer and such Subcontractor under Section 2(c), in each case as and
        when
        required to be delivered. 

       

      
        	(f)  	
                In
                  connection with any Securitization Transaction the Company shall
                  (1)
                  within five Business Days following request by the Purchaser or
                  any
                  Depositor, to provide to the Purchaser and such Depositor (or,
                  as
                  applicable, cause each Third-Party Originator and each Subservicer
                  to
                  provide), in writing and in form and substance reasonably satisfactory
                  to
                  the Purchaser and such Depositor, the information and materials
                  specified
                  in paragraphs (i), (ii), (iii), (vi) and (vii) of this Section
                  2(f), and
                  (2) as promptly as practicable following notice to or discovery
                  by the
                  Company, provide to the Purchaser and any Depositor (in writing
                  and in
                  form and substance reasonably satisfactory to the Purchaser and
                  such
                  Depositor) the information specified in paragraph (iv) of this
                  Section.

              


      

       

      (i)  If
        so
        requested by the Purchaser or any Depositor in connection with a Securitization
        Transaction, the Company shall provide such information regarding (x) the
        Company, as originator of the Mortgage Loans (including as an acquirer of
        Mortgage Loans from a Qualified Correspondent), or (y) each Third-Party
        Originator, and (z) as applicable, each Subservicer, as is requested for
        the
        purpose of compliance with Items 1103(a)(1), 1105, 1110, 1117 and 1119 of
        Regulation AB. Such information shall include, at a minimum:

       

      (A) the
        originator’s form of organization;

      


      (B) a
        description of the originator’s origination program and how long the originator
        has been engaged in originating residential mortgage loans, which description
        shall include a discussion of the originator’s experience in originating
        mortgage loans of a similar type as the Mortgage Loans; information regarding
        the size and composition of the originator’s origination portfolio; and
        information that may be material, in the good faith judgment of the Purchaser
        or
        any Depositor, to an analysis of the performance of the Mortgage Loans,
        including the originators’ credit-granting or underwriting criteria for mortgage
        loans of similar type(s) as the Mortgage Loans and such other information
        as the
        Purchaser or any Depositor may reasonably request for the purpose of compliance
        with Item 1110(b)(2) of Regulation AB;

      


      (C) a
        description of any material legal or governmental proceedings pending (or
        known
        to be contemplated) of a type described in Item 1117 of Regulation AB against
        the Company, each Third-Party Originator and each Subservicer; and 

      


      (D) a
        description of any affiliation or relationship of a type described in Item
        1119
        of Regulation AB between the Company, each Third-Party Originator, each
        Subservicer and any of the following parties to a Securitization Transaction,
        as
        such parties are identified to the Company by the Purchaser or any Depositor
        in
        writing in advance of such Securitization Transaction:

      


      (1) 
         the
        sponsor;

      (2) 
         the
        depositor;

      (3) 
         the
        issuing entity;

      (4) 
         any
        servicer;

      (5) 
         any
        trustee;

      (6) 
         any
        originator;

      (7) 
         any
        significant obligor;

      (8) 
         any
        enhancement or support provider; and

      (9) 
         any
        other
        material transaction party.

      


      (ii)  If
        so
        requested by the Purchaser or any Depositor, the Company shall provide (or,
        as
        applicable, cause each Third-Party Originator to provide) Static Pool
        Information with respect to the mortgage loans (of a similar type as the
        Mortgage Loans, as reasonably identified by the Purchaser as provided below)
        originated by (a) the Company, if the Company is an originator of Mortgage
        Loans
        (including as an acquirer of Mortgage Loans from a Qualified Correspondent),
        and/or (b) each Third-Party Originator. Such Static Pool Information shall
        be
        prepared by the Company (or Third-Party Originator) on the basis of its
        reasonable, good faith interpretation of the requirements of Item 1105(a)(1)-(3)
        of Regulation AB. To the extent that there is reasonably available to the
        Company (or Third-Party Originator) Static Pool Information with respect
        to more
        than one mortgage loan type, the Purchaser or any Depositor shall be entitled
        to
        specify whether some or all of such information shall be provided pursuant
        to
        this paragraph. The content of such Static Pool Information may be in the
        form
        customarily provided by the Company, and need not be customized for the
        Purchaser or any Depositor. Such Static Pool Information for each vintage
        origination year or prior securitized pool, as applicable, shall be presented
        in
        increments no less frequently than quarterly over the life of the mortgage
        loans
        included in the vintage origination year or prior securitized pool. The most
        recent periodic increment must be as of a date no later than 135 days prior
        to
        the date of the prospectus or other offering document in which the Static
        Pool
        Information is to be included or incorporated by reference. The Static Pool
        Information shall be provided in an electronic format that provides a permanent
        record of the information provided, such as a portable document format (pdf)
        file, or other such electronic format reasonably required by the Purchaser
        or
        the Depositor, as applicable.

       

      Promptly
        following notice or discovery of a material error in Static Pool Information
        provided pursuant to the immediately preceding paragraph (including an omission
        to include therein information required to be provided pursuant to such
        paragraph), the Company shall provide corrected Static Pool Information to
        the
        Purchaser or any Depositor, as applicable, in the same format in which Static
        Pool Information was previously provided to such party by the
        Company.

       

      If
        so
        requested by the Purchaser or any Depositor, the Company shall provide (or,
        as
        applicable, cause each Third-Party Originator to provide), at the expense
        of the
        requesting party (to the extent of any additional incremental expense associated
        with delivery pursuant to this Agreement), such statements and agreed-upon
        procedures letters of certified public accountants reasonably acceptable
        to the
        Purchaser or Depositor, as applicable, pertaining
        to Static Pool Information relating to prior securitized pools for
        securitizations closed on or after January 1, 2006 or, in the case of Static
        Pool Information with respect to the Company’s or Third-Party Originator’s
        originations or purchases, to calendar months commencing January 1,
        2006,
        as the
        Purchaser or such Depositor shall reasonably request. Such statements and
        letters shall be addressed to and be for the benefit of such parties as the
        Purchaser or such Depositor shall designate, which may include, by way of
        example, any Sponsor, any Depositor and any broker dealer acting as underwriter,
        placement agent or initial purchaser with respect to a Securitization
        Transaction. Any such statement or letter may take the form of a standard,
        generally applicable document accompanied by a reliance letter authorizing
        reliance by the addressees designated by the Purchaser or such
        Depositor.

      


      (iii)  If
        so
        requested by the Purchaser or any Depositor, the Company shall provide such
        information regarding the Company, as servicer of the Mortgage Loans, and
        each
        Subservicer (each of the Company and each Subservicer, for purposes of this
        paragraph, a “Servicer”), as is requested for the purpose of compliance with
        Items 1108, 1117 and 1119 of Regulation AB. Such information shall include,
        at a
        minimum:

       

      (A) the
        Servicer’s form of organization;

       

      (B) a
        description of how long the Servicer has been servicing residential mortgage
        loans; a general discussion of the Servicer’s experience in servicing assets of
        any type as well as a more detailed discussion of the Servicer’s experience in,
        and procedures for, the servicing function it will perform under this Agreement
        and any Reconstitution Agreements; information regarding the size, composition
        and growth of the Servicer’s portfolio of residential mortgage loans of a type
        similar to the Mortgage Loans and information on factors related to the Servicer
        that may be material, in the good faith judgment of the Purchaser or any
        Depositor, to any analysis of the servicing of the Mortgage Loans or the
        related
        asset-backed securities, as applicable, including, without
        limitation:

       

      (1) whether
        any prior securitizations of mortgage loans of a type similar to the Mortgage
        Loans involving the Servicer have defaulted or experienced an early amortization
        or other performance triggering event because of servicing during the three-year
        period immediately preceding the related Securitization
        Transaction;

       

      (2) the
        extent of outsourcing the Servicer utilizes;

       

      (3) whether
        there has been previous disclosure of material noncompliance with the applicable
        servicing criteria with respect to other securitizations of residential mortgage
        loans involving the Servicer as a servicer during the three-year period
        immediately preceding the related Securitization Transaction;

       

      (4) whether
        the Servicer has been terminated as servicer in a residential mortgage loan
        securitization, either due to a servicing default or to application of a
        servicing performance test or trigger; and

       

      (5) such
        other information as the Purchaser or any Depositor may reasonably request
        for
        the purpose of compliance with Item 1108(b)(2) of Regulation AB;

       

      (C) a
        description of any material changes during the three-year period immediately
        preceding the related Securitization Transaction to the Servicer’s policies or
        procedures with respect to the servicing function it will perform under this
        Agreement and any Reconstitution Agreements for mortgage loans of a type
        similar
        to the Mortgage Loans;

       

      (D) information
        regarding the Servicer’s financial condition, to the extent that there is a
        material risk that an adverse financial event or circumstance involving the
        Servicer could have a material adverse effect on the performance by the Company
        of its servicing obligations under this Agreement or any Reconstitution
        Agreement;

       

      (E) information
        regarding advances made by the Servicer on the Mortgage Loans and the Servicer’s
        overall servicing portfolio of residential mortgage loans for the three-year
        period immediately preceding the related Securitization Transaction, which
        may
        be limited to a statement by an authorized officer of the Servicer to the
        effect
        that the Servicer has made all advances required to be made on residential
        mortgage loans serviced by it during such period, or, if such statement would
        not be accurate, information regarding the percentage and type of advances
        not
        made as required, and the reasons for such failure to advance;

       

      (F) a
        description of the Servicer’s processes and procedures designed to address any
        special or unique factors involved in servicing loans of a similar type as
        the
        Mortgage Loans;

      


      (G) a
        description of the Servicer’s processes for handling delinquencies, losses,
        bankruptcies and recoveries, such as through liquidation of mortgaged
        properties, sale of defaulted mortgage loans or workouts; 

      


      (H)  information
        as to how the Servicer defines or determines delinquencies and charge-offs,
        including the effect of any grace period, re-aging, restructuring, partial
        payments considered current or other practices with respect to delinquency
        and
        loss experience; and

       

      (I) a
        description of any material legal or governmental proceedings pending (or
        known
        to be contemplated) against the Servicer; 

      


      (J) a
        description of any affiliation or relationship between the Servicer and any
        of
        the following parties to a Securitization Transaction, as such parties are
        identified to the Servicer by the Purchaser or any Depositor in writing in
        advance of such Securitization Transaction:

      


      (1) 
         the
        sponsor;

      (2) 
         the
        depositor;

      (3) 
         the
        issuing entity;

      (4) 
         any
        servicer;

      (5) 
         any
        trustee;

      (6) 
         any
        originator;

      (7) 
         any
        significant obligor;

      (8) 
         any
        enhancement or support provider; and

      (9) 
         any
        other
        material transaction party.


       

      (iv)  For
        the
        purpose of satisfying the reporting obligation under the Exchange Act with
        respect to any class of asset-backed securities, the Company shall (or shall
        cause each Subservicer and Third-Party Originator to) (i) provide prompt
        notice
        to the Purchaser, and Master Servicer and any Depositor in writing of (A)
        any
        material litigation or governmental proceedings of a type described in Item
        1117
        of Regulation AB involving the Company, any Subservicer or any Third-Party
        Originator (B)) any affiliations or relationships that develop following
        the
        closing date of a Securitization between the Company, any Subservicer or
        any
        Third-Party Originator and any of the parties specified in clause (D) of
        paragraph (i) of this Section 2(f) (and any other parties identified in writing
        by the requesting party) with respect to such Securitization Transaction,
        (C)
        any Event of Default under the terms of this Agreement or any Reconstitution
        Agreement, (D) any merger, consolidation or sale of substantially all of
        the
        assets of the Company, and (E) the Company’s entry into any agreement with a
        Subservicer to perform or assist in the performance of any of the Company’s
        obligations under this Agreement or any Reconstitution Agreement and (ii)
        provide to the Purchaser and any Depositor a description of such proceedings,
        affiliations or relationships. All notification pursuant to clause (A) should
        be
        sent to:

       

      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        TX 75067-3884

      Attention:
        Conduit Seller Approval Dept.

      Facsimile:
        (214) 626-3751

      Email:
        sellerapproval@bear.com

      


      With
        a
        copy to:

      


      Bear,
        Stearns & Co. Inc.

      383
        Madison Avenue, 3rd
        floor

      New
        York,
        NY 10179

      Attention:
        Global Credit Administration

      Facsimile:
        (212) 272-6564

      


      Notifications
        pursuant to clause (B) should be sent to:

      


      EMC
        Mortgage Corporation

      Two
        Mac
        Arthur Ridge

      909
        Hidden Ridge Drive, Suite 200

      Irving,
        TX 75038

      Attention:
        Associate General Counsel for Loan Administration

      Facsimile:
        (972) 831-2555

      


      With
        copies to:

      


      Bear,
        Stearns & Co. Inc.

      383
        Madison Avenue, 3rd
        floor

      New
        York,
        NY 10179

      Attention:
        Global Credit Authorization

      Facsimile:
        (212) 272-6564

      


      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        TX 75067-3884

      Attention:
        Conduit Seller Approval Dept.

      Facsimile:
        (214) 626-3751

      Email:
        sellerapproval@bear.com

      


      (v)  As
        a
        condition to the succession to the Company or any Subservicer as servicer
        or
        subservicer under this Agreement or any Reconstitution Agreement by any Person
        (i) into which the Company or such Subservicer may be merged or consolidated,
        or
        (ii) which may be appointed as a successor to the Company or any Subservicer,
        the Company shall provide to the Purchaser, any Master Servicer and any
        Depositor, at least 15 calendar days prior to the effective date of such
        succession or appointment, (x) written notice to the Purchaser and any Depositor
        of such succession or appointment and (y) in writing and in form and substance
        reasonably satisfactory to the Purchaser and such Depositor, all information
        reasonably requested by the Purchaser or any Depositor in order to comply
        with
        its reporting obligation under Item 6.02 of Form 8-K with respect to any
        class
        of asset-backed securities.

       

      (vi)  In
        addition to such information as the Company, as servicer, is obligated to
        provide pursuant to other provisions of this Agreement,
        not
        later than ten days prior to the deadline for the filing of any distribution
        report on Form 10-D in respect of any Securitization Transaction that includes
        any of the Mortgage Loans serviced by the Company or any Subservicer, the
        Company or such Subservicer, as applicable, shall, but only to the extent
        the
        Company or such Subservicer has knowledge, provide to the party responsible
        for
        filing such report (including, if applicable, the Master Servicer) notice
        of the
        occurrence of any of the following events along with all information, data,
        and
        material related thereto as may be required to be included in the related
        distribution report on Form 10-D (as specified in the provisions of Regulation
        AB referenced below):

       

      
        	i.  	
                any
                  material modifications, extensions or waivers of Mortgage Loans
                  serviced
                  by the Company or its Subservicer terms, fees, penalties or payments
                  during the distribution period or that have cumulatively become
                  material
                  over time (Item 1121(a)(11) of Regulation
                  AB);

              


      

       

      
        	ii.  	
                material
                  breaches of Mortgage Loans serviced by the Company or its Subservicers
                  representations or warranties or transaction covenants (Item 1121(a)(12)
                  of Regulation AB); and

              


      

       

      
        	iii.  	
                information
                  regarding any Mortgage Loans serviced by the Company or its Subservicers
                  changes (such as, additions, substitutions or repurchases), and
                  any
                  material changes in origination, underwriting or other criteria
                  for
                  acquisition or selection of pool assets as it relates to a substitution
                  (Item 1121(a)(14) of Regulation
                  AB),

              


      

       

      the
        Company shall provide to the Purchaser, any Master Servicer and any Depositor,
        evidence of the authorization of the person signing any certification and,
        no
        more than once a year, copies or other evidence of Fidelity Bond Insurance
        and
        Errors and Omission Insurance Policy, financial information and reports,
        and
        such other information related to the Company or any Subservicer or the Company
        or such Subservicer’s performance hereunder, which items may be accepted in the
        forms acceptable to the Company’s and Subservicer’s regulators or the agencies.
        [ (i)
         The
        Company
        shall
        indemnify the Purchaser, each affiliate of the Purchaser, and each of the
        following parties participating
        in a Securitization Transaction: each
        sponsor and issuing entity; each Person (including, but not limited to, any
        Master Servicer, if applicable) responsible for the preparation, execution
        or
        filing of any report required to be filed with the Commission with respect
        to
        such Securitization Transaction, or for execution of a certification pursuant
        to
        Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such
        Securitization Transaction; each broker dealer acting as underwriter, placement
        agent or initial purchaser,
        each
        Person who controls any of such parties or the Depositor (within
        the meaning of Section 15 of the Securities Act and Section 20 of the Exchange
        Act);
        and the
        respective present and former directors, officers, employees ,agents ] of
        each
        of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall
        hold each of them harmless from and against any claims, losses, damages,
        penalties, fines, forfeitures, legal fees and expenses and related costs,
        judgments, and any other costs, fees and expenses that any of them may sustain
        arising out of or based upon:

       

      (A)(1) any
        untrue statement of a material fact contained or alleged to be contained
        in
any
        information, report, certification, data, accountants’ letter or other
        material
        provided
        in written or electronic form under
        this Amendment Reg AB
        by or on
        behalf of the Company,
        or provided under this Amendment Reg AB by or on behalf of any Subservicer,
        Subcontractor or Third-Party Originator (collectively, the “Company
        Information”),
        or (2)
        the omission or alleged omission to state in the Company Information a material
        fact required to be stated in the Company Information or necessary in order
        to
        make the statements therein, in the light of the circumstances under which
        they
        were made, not misleading; provided,
        by way of clarification,
        that
        clause (2) of this paragraph shall be construed solely by reference to the
        Company Information and not to any other information communicated in connection
        with a sale or purchase of securities, without regard to whether the Company
        Information or any portion thereof is presented together with or separately
        from
        such other information;

      


      (B) any
        breach by the Company of its obligations under this agreement, including
        particularly any failure by the Company, any Subservicer, any Subcontractor
        or
        any Third-Party
        Originator to deliver any information, report, certification, accountants’
letter or other material when and as required under this Amendment Reg AB,
        including any failure by the Company to identify pursuant to Section 2(e)(ii)
        any Subcontractor “participating in the servicing function” within the meaning
        of Item 1122 of Regulation AB; or

       

      
        (C)
          any
          breach by the Company of a representation or warranty set forth in Section
          2(a)(i) or in a writing furnished pursuant to Section 2(a)(ii) and made
          as of a
          date prior to the closing date of the related Securitization Transaction,
          to the
          extent that such breach is not cured by such closing date, or any breach
          by the
          Company of a representation or warranty in a writing furnished pursuant
          to
          Section 2(a)(ii) to the extent made as of a date subsequent to such closing
          date.

      

       

      (D)  The
        negligence bad faith or willful misconduct of the Company in connection with
        its
        performance under this Amendment.

      


      If
        the
        indemnification provided for herein is unavailable or insufficient as determined
        by a court of law to hold harmless an Indemnified Party, then the Company
        agrees
        that it shall contribute to the amount paid or payable by such Indemnified
        Party
        as a result of any claims, losses, damages or liabilities incurred by such
        Indemnified Party in such proportion as is appropriate to reflect relative
        fault
        of such Indemnified Party on the one hand and the Company on the other.


      


      In
        the
        case of any failure of performance described in clause (i)(B) of this Section
        2(g), the Company shall promptly reimburse the Purchaser, any Depositor,
        as
        applicable, and each Person responsible for the preparation, execution or
        filing
        of any report required to be filed with the Commission with respect to such
        Securitization Transaction, or for execution of a certification pursuant
        to Rule
        13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such
        Securitization Transaction, for all costs reasonably incurred by each such
        party
        in order to obtain the information,
        report, certification, accountants’ letter or other material not delivered as
        required by the Company, any
        Subservicer, any Subcontractor or any Third-Party
        Originator.

       

      This
        indemnification shall survive the termination of this Agreement or the
        termination of any party to this Agreement.

       

      (ii) (A) Any
        failure by the Company, any Subservicer, any Subcontractor or any Third-Party
        Originator to deliver any information, report, certification, accountants’
letter or other material when and as required under this Amendment Reg AB,
        or
        any breach by the Company of a representation or warranty set forth in Section
        2(a)(i) or in a writing furnished pursuant to Section 2(a)(ii) and made as
        of a
        date prior to the closing date of the related Securitization Transaction,
        to the
        extent that such breach is not cured by such closing date, or any breach
        by the
        Company of a representation or warranty in a writing furnished pursuant to
        Section 2(a)(ii) to the extent made as of a date subsequent to such closing
        date, shall, except as provided in clause (B) of this paragraph, immediately
        and
        automatically, without notice or grace period, constitute an Event of Default
        with respect to the Company under this Agreement and any applicable
        Reconstitution Agreement, and shall entitle the Purchaser or any Depositor,
        as
        applicable, in its sole discretion to terminate the rights and obligations
        of
        the Company as servicer under this Agreement and/or any applicable
        Reconstitution Agreement without payment (notwithstanding anything in this
        Agreement or any applicable Reconstitution Agreement to the contrary) of
        any
        compensation to the Company and if the Company is servicing any of the Mortgage
        Loans in a Securitization Transaction appoint a successor servicer reasonably
        acceptable to any Master Servicer for such Securitization Transaction;
provided
        that to
        the extent that any provision of this Agreement and/or any applicable
        Reconstitution Agreement expressly provides for the survival of certain rights
        or obligations following termination of the Company as servicer, such provision
        shall be given effect.

      


      (B) Any
        failure by the Company, any Subservicer or any Subcontractor to
        deliver any information, report, certification or accountants’ letter when and
        as required under Section 2(b) or 2(c), including (except as provided below)
        any
        failure by the Company to identify pursuant to Section 2(e)(ii) any
        Subcontractor “participating in the servicing function” within the meaning of
        Item 1122 of Regulation AB, which continues unremedied for ten calendar days
        after the date on which such information, report, certification or accountants’
letter was required to be delivered shall constitute an Event of Default
        with
        respect to the Company under this Agreement and any applicable Reconstitution
        Agreement, and shall entitle the Purchaser, any Master Servicer or any
        Depositor, as applicable, in its sole discretion to terminate the rights
        and
        obligations of the Company as servicer under this Agreement and/or any
        applicable Reconstitution Agreement without payment (notwithstanding anything
        in
        this Agreement to the contrary) of any compensation to the Company; provided
        that to
        the extent that any provision of this Agreement and/or any applicable
        Reconstitution Agreement expressly provides for the survival of certain rights
        or obligations following termination of the Company as servicer, such provision
        shall be given effect.

      


      Neither
        the Purchaser nor any Depositor shall be entitled to terminate the rights
        and
        obligations of the Company pursuant to this subparagraph (ii)(B) if a failure
        of
        the Company to identify a Subcontractor “participating in the servicing
        function” within the meaning of Item 1122 of Regulation AB was attributable
        solely to the role or functions of such Subcontractor with respect to mortgage
        loans other than the Mortgage Loans.

      


      (C) The
        Company shall promptly reimburse the Purchaser (or any designee of the
        Purchaser, such as a master servicer) and any Depositor, as applicable, for
        all
        reasonable expenses incurred by the Purchaser (or such designee) or such
        Depositor as such are incurred, in connection with the termination of the
        Company as servicer and the transfer of servicing of the Mortgage Loans to
        a
        successor servicer. The provisions of this paragraph shall not limit whatever
        rights the Purchaser or any Depositor may have under other provisions of
        this
        Agreement and/or any applicable Reconstitution Agreement or otherwise, whether
        in equity or at law, such as an action for damages, specific performance
        or
        injunctive relief.

       

      (iii)
        The
        Purchaser shall indemnify the Company, each affiliate of the Company and
        each
        Person who controls the Company or such affiliate and their respective present
        and former directors, officers, employees and agents, and hold each of them
        harmless from and against any losses, damages, penalties, fines, forfeitures,
        legal fees and expenses and related costs, judgments, and any other costs,
        fees
        and expenses that each of them may sustain arising out of or based upon any
        claims arising out of or in connection with any information set forth in
        any
        offering document prepared in connection with any Securitization Transaction
        other than a statement or omission arising out of, resulting from, or based
        upon
        the Company Information.

       

      For
        purposes of the Amendment and any related provisions thereto, each Master
        Servicer shall be considered a third-party beneficiary of this Agreement,
        entitled to all the rights and benefits hereof as if it were a direct party
        to
        this Agreement.

       

      
        	3.  	
                The
                  Company acknowledges that a Subservicer or Subcontractor that performs
                  services with respect to mortgage loans involved in a Securitization
                  Transaction in addition to the Mortgage Loans may be determined
                  by a
                  Depositor to be a Participating Entity on the basis of the aggregate
                  balance of such mortgage loans, without regard to whether such
                  Subservicer
                  or Subcontractor would be a Participating Entity with respect to
                  the
                  Mortgage Loans viewed in isolation. The Company shall (A) respond
                  as
                  promptly as practicable to any good faith request by the Purchaser
                  or any
                  Depositor for information regarding each Subservicer and each
                  Subcontractor and (B) cause each Subservicer and each Subcontractor
                  with
                  respect to which the Purchaser or any Depositor requests delivery
                  of an
                  assessment of compliance and accountants’ attestation to deliver such
                  within the time required under Section
                  2(c).

              


      

       

      
        	4.  	
                Notwithstanding
                  any other provision of this Amendment Reg AB, (i) the Company shall
                  seek
                  the consent of the Purchaser for the utilization of all third party
                  service providers, including Subservicers and Subcontractors, when
                  required by and in accordance with the terms of the Existing Agreement
                  and
                  (ii) references to the Purchaser shall be deemed to include any
                  assignees
                  or designees of the Purchaser, such as any Depositor, a master
                  servicer or
                  a trustee. 

              


      

       

      
        	5.  	
                The
                  Existing Agreement is hereby amended by adding the Exhibits attached
                  hereto as Exhibit A and Exhibit B to the end
                  thereto.

              


      

       

      
        	6.  	
                References
                  in this Amendment Reg AB to “this Agreement” or words of similar import
                  (including indirect references to the Agreement) shall be deemed
                  to be
                  references to the Existing Agreement as amended by this Amendment
                  Reg AB.
                  Except as expressly amended and modified by this Amendment Reg
                  AB, the
                  Agreement shall continue to be, and shall remain, in full force
                  and effect
                  in accordance with its terms. In the event of a conflict between
                  this
                  Amendment Reg AB and any other document or agreement, including
                  without
                  limitation the Existing Agreement, this Amendment Reg AB shall
                  control.

              


      

       

      
        	7.  	
                This
                  Amendment Reg AB shall be governed by and construed in accordance
                  with the
                  laws of the State of New York, or federal law as applicable, without
                  reference to its conflict of law provisions (other than Section
                  5-1401 of
                  the General Obligations Law), and the obligations, rights and remedies
                  of
                  the parties hereunder shall be determined in accordance with such
                  laws.

              


      

       

      
        	8.  	
                This
                  Amendment Reg AB may be executed in one or more counterparts and
                  by
                  different parties hereto on separate counterparts, each of which,
                  when so
                  executed, shall constitute one and the same
                  agreement.

              


      

       

      
        	9.  	
                This
                  Amendment Reg AB shall bind and inure to the benefit of and be
                  enforceable
                  by the Company and the Purchaser and the respective permitted successors
                  and assigns of the Company and the successors and assigns of the
                  Purchaser.

              


      

       

      
        	10.  	
                This
                  Amendment Reg AB will become effective as of the date first mentioned
                  above.
                  This Amendment Reg AB shall not be assigned, pledged or hypothecated
                  by
                  the Company to a third party without the prior written consent
                  of the
                  Purchaser, which consent may be withheld by the Purchaser in its
                  sole
                  discretion. The Existing Agreement as amended by this Amendment
                  Reg AB may
                  be assigned, pledged or hypothecated by the Purchaser in whole
                  or in part,
                  and with respect to one or more of the Mortgage Loans, without
                  the consent
                  of the Company. There shall be no limitation on the number of assignments
                  or transfers allowable by the Purchaser with respect to the Mortgage
                  Loans
                  and this Amendment Reg AB and the Existing
                  Agreement.

              


      

       

      
        	11.  	
                Intent
                  of the Parties; Reasonableness.

              


      

       

      The
        Purchaser and the Company acknowledge and agree that the purpose of this
        Amendment Reg AB is to facilitate compliance by the Purchaser and any Depositor
        with the provisions of Regulation AB and related rules and regulations of
        the
        Commission. Although Regulation AB is applicable by its terms only to offerings
        of asset-backed securities that are registered under the Securities Act,
        the
        Company acknowledges that investors in privately offered securities may require
        that the Purchaser or any Depositor provide comparable disclosure in
        unregistered offerings. References in this Agreement to compliance with
        Regulation AB include provision of comparable disclosure in private
        offerings.

      


      Neither
        the Purchaser nor any Depositor shall exercise its right to request delivery
        of
        information or other performance under these provisions other than in good
        faith, or for purposes other than compliance with the Securities Act, the
        Exchange Act and the rules and regulations of the Commission thereunder (or
        the
        provision in a private offering of disclosure comparable to that required
        under
        the Securities Act). The Company acknowledges that interpretations of the
        requirements of Regulation AB may change over time, whether due to interpretive
        guidance provided by the Commission or its staff, consensus among participants
        in the asset-backed securities markets, advice of counsel, or otherwise,
        and
        agrees to comply with requests made by the Purchaser, any Master Servicer
        or any
        Depositor in good faith for delivery of information under these provisions
        on
        the basis of evolving interpretations of Regulation AB. In connection
        with any Securitization Transaction, the Company shall cooperate fully with
        the
        Purchaser to deliver to the Purchaser (including any of its assignees or
        designees), any Master Servicer and any Depositor, any and all statements,
        reports, certifications, records and any other information necessary in the
        good
        faith determination of the Purchaser, any Master Servicer or any Depositor
        to
        permit the Purchaser, such Master Servicer or such Depositor to comply with
        the
        provisions of Regulation AB, together with such disclosures relating to the
        Company, any Subservicer, any Third-Party Originator and the Mortgage Loans,
        or
        the servicing of the Mortgage Loans, reasonably believed by the Purchaser,
        any
        Master Servicer or any Depositor to be necessary in order to effect such
        compliance.

      


      The
        Purchaser (including any of its assignees or designees) shall cooperate with
        the
        Company by providing timely notice of requests for information under these
        provisions and by reasonably limiting such requests to information required,
        in
        the Purchaser’s reasonable judgment, to comply with Regulation AB.

      


      For
        purposes of clarification, the provisions, covenants and or requirements
        of this
        Amendment are only applicable with respect to those Mortgage Loans being
        securitized in a Securitization Transaction

      


      


      [Signatures
        Commence on Following Page]

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties have caused their names to be signed hereto
        by
        their respective officers thereunto duly authorized as of the day and year
        first
        above written.

       

      Purchaser

       

      By:
        ________________________________

      Name:
        _____________________________

      Title:
        ______________________________

      


       

      HSBC
        Mortgage Corporation (USA)

       

      Company

       

      By:
        ________________________________

      Name:
        _____________________________

      Title:
        ______________________________

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

       

      FORM
        OF
        ANNUAL CERTIFICATION

       

      
        	I.  	
                The
                  [                    
                  ] agreement dated as of
                  [          
                   ],
                  200[  ] (the “Agreement”), among [IDENTIFY
                  PARTIES]

              


      

       

      I,
        ________________________________, the _______________________ of [NAME OF
        COMPANY (the “Company”)], certify to [the Purchaser], [the Depositor], and the
        [Master Servicer] [Securities Administrator] [Trustee], and their officers,
        with
        the knowledge and intent that they will rely upon this certification,
        that:

       

      (1) I
        have
        reviewed the servicer compliance statement of the Company provided in accordance
        with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
        assessment of the Company’s compliance with the servicing criteria set forth in
        Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
        with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
        (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
        Assessment”), the registered public accounting firm’s attestation report
        provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
        and
        Section 1122(b) of Regulation AB (the “Attestation
        Report”), and all servicing reports, officer’s certificates and other
        information relating to the servicing of the Mortgage Loans by the Company
        during 200[ ] that were delivered by the Company to the [Depositor] [Master
        Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement
        (collectively, the “Company Servicing Information”);

       

      (2) Based
        on
        my knowledge, the Company Servicing Information, taken as a whole, does not
        contain any untrue statement of a material fact or omit to state a material
        fact
        necessary to make the statements made, in the light of the circumstances
        under
        which such statements were made, not misleading with respect to the period
        of
        time covered by the Company Servicing Information;

       

      (3) Based
        on
        my knowledge, all of the Company Servicing Information required to be provided
        by the Company under the Agreement has been provided to the [Depositor] [Master
        Servicer] [Securities Administrator] [Trustee];

       

      (4) I
        am
        responsible for reviewing the activities performed by the Company as servicer
        under the Agreement, and based on my knowledge and the compliance review
        conducted in preparing the Compliance Statement and except as disclosed in
        the
        Compliance Statement, the Servicing Assessment or the Attestation Report,
        the
        Company has fulfilled its obligations under the Agreement in all material
        respects; and

       

      (5) The
        Compliance Statement required to be delivered by the Company pursuant to
        the
        Agreement, and the Servicing Assessment and Attestation Report required to
        be
        provided by the Company and by any Subservicer or Subcontractor pursuant
        to the
        Agreement, have been provided to the [Depositor] [Master Servicer]. Any material
        instances of noncompliance described in such reports have been disclosed
        to the
        [Depositor] [Master Servicer]. Any material instance of noncompliance with
        the
        Servicing Criteria has been disclosed in such reports.

      


       

      Date: _________________________

      


       

      By:
        ________________________________

      Name:
        

      Title:
        

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      



      EXHIBIT
        B

      


      SERVICING
        CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

      


      The
        assessment of compliance to be delivered by [the Company] [Name of Subservicer]
        shall address, at a minimum, the criteria identified as below as “Applicable
        Servicing Criteria”:

      


      
        	
                Servicing
                  Criteria 

              	
                Applicable
                  Servicing Criteria

              
	
                Reference

              	
                Criteria

              	
                 

              
	
                 

              	
                General
                  Servicing Considerations

              	
                 

              
	
                1122(d)(1)(i)

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

              	
                x

              
	
                1122(d)(1)(ii)

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

              	
                x

              
	
                1122(d)(1)(iii)

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

              	 
	
                1122(d)(1)(iv)

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

              	
                x

              
	
                 

              	
                Cash
                  Collection and Administration

              	 
	
                1122(d)(2)(i)

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

              	
                x

              
	
                1122(d)(2)(ii)

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

              	
                x

              
	
                1122(d)(2)(iii)

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

              	
                x

              
	
                1122(d)(2)(iv)

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

              	
                x

              
	
                1122(d)(2)(v)

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

              	
                x

              
	
                1122(d)(2)(vi)

              	
                Unissued
                  checks are safeguarded so as to prevent unauthorized
                  access.

              	 
	
                1122(d)(2)(vii)

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

              	
                x

              
	
                 

              	
                Investor
                  Remittances and Reporting

              	 
	
                1122(d)(3)(i)

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

              	
                x

              
	
                1122(d)(3)(ii)

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

              	
                x

              
	
                1122(d)(3)(iii)

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

              	
                x

              
	
                1122(d)(3)(iv)

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

              	
                x

              
	
                 

              	
                Pool
                  Asset Administration

              	
                x

              
	
                1122(d)(4)(i)

              	
                Collateral
                  or security on mortgage loans is maintained as required by the
                  transaction
                  agreements or related mortgage loan documents.

              	
                x

              
	
                1122(d)(4)(ii)

              	
                Mortgage
                  loan and related documents are safeguarded as required by the transaction
                  agreements

              	
                x

              
	
                1122(d)(4)(iii)

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

              	
                x

              
	
                1122(d)(4)(iv)

              	
                Payments
                  on mortgage loans, including any payoffs, made in accordance with
                  the
                  related mortgage loan 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 mortgage loan documents.

              	
                x

              
	
                1122(d)(4)(v)

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

              	
                x

              
	
                1122(d)(4)(vi)

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

              	
                x

              
	
                1122(d)(4)(vii)

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

              	
                x

              
	
                1122(d)(4)(viii)

              	
                Records
                  documenting collection efforts are maintained during the period
                  a mortgage
                  loan 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 mortgage loans including, for
                  example,
                  phone calls, letters and payment rescheduling plans in cases where
                  delinquency is deemed temporary (e.g., illness or
                  unemployment).

              	
                x

              
	
                1122(d)(4)(ix)

              	
                Adjustments
                  to interest rates or rates of return for mortgage loans with variable
                  rates are computed based on the related mortgage loan
                  documents.

              	
                x

              
	
                1122(d)(4)(x)

              	
                Regarding
                  any funds held in trust for an obligor (such as escrow accounts):
                  (A) such
                  funds are analyzed, in accordance with the obligor’s mortgage loan
                  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 mortgage loan
                  documents and state laws; and (C) such funds are returned to the
                  obligor
                  within 30 calendar days of full repayment of the related mortgage
                  loans,
                  or such other number of days specified in the transaction
                  agreements.

              	
                x

              
	
                1122(d)(4)(xi)

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

              	
                x

              
	
                1122(d)(4)(xii)

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

              	
                x

              
	
                1122(d)(4)(xiii)

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

              	
                x

              
	
                1122(d)(4)(xiv)

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

              	
                x

              
	
                1122(d)(4)(xv)

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

              	 
	
                 

              	
                 

              	
                 

              


      

      


       

      [NAME
        OF
        COMPANY] [NAME OF SUBSERVICER]

       

      Date: _________________________

      


       

      By:
        ________________________________

      Name:
        

      Title:
        

       

      


       

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      R-1

    


    AMERICAN
      HOME ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

    


    
    

    
      This
        is
        an Assignment, Assumption and Recognition Agreement (this “AAR Agreement”) made
        as of June 30, 2006, among EMC Mortgage Corporation (the “Assignor”), U.S. Bank
        National Association, not individually but solely as trustee for the holders
        of
        Bear Stearns Asset Backed Securities I Trust 2006-AC4, Asset-Backed
        Certificates, Series 2006-AC4 (the “Assignee”), American Home Mortgage Corp.
        (the “Company”) and American Home Mortgage Servicing, Inc. (together, the
“Servicer”).

       

      In
        consideration of the mutual promises contained herein the parties hereto
        agree
        that the residential mortgage loans (the “Assigned Loans”) listed on Attachment
        1 annexed hereto purchased by the Assignor from the Company and now serviced
        by
        Servicer for Assignor and its successors and assigns pursuant to the Purchase,
        Warranties and Servicing Agreement, dated as of March 1, 2006, between Assignor,
        Company and the Servicer, (together with that certain term sheets dated as
        of
        March 30, 2006 among the Assignor, Company and the Servicer, the “Purchase
        Agreement”) shall be subject to the terms of this AAR Agreement. Capitalized
        terms used herein but not defined shall have the meanings ascribed to them
        in
        the Purchase Agreement.

       

      Assignment
        and Assumption

       

      Except
        as
        expressly provided for herein, the Assignor hereby grants, transfers and
        assigns
        to the Assignee all of its right, title and interest as in, to and under
        (a) the
        Assigned Loans and (b) the Purchase Agreement with respect to the Assigned
        Loans; provided, however, that the Assignor is not assigning to the Assignee
        any
        of its right, title or interest, in, to and under the Purchase Agreement
        with
        respect to any mortgage loan other than the Assigned Loans listed on Attachment
        1. Notwithstanding anything to the contrary contained herein, the Assignor
        specifically reserves and does not assign to the Assignee any right, title
        and
        interest in, to or under the representations and warranties contained in
        Section
        3.01 and Section 3.02 of the Purchase Agreement, and any obligation of the
        Company or the Servicer, as applicable, to cure, repurchase or substitute
        for a
        mortgage loan and to indemnify the Assignor with respect to a breach of such
        representations and warranties pursuant to Section 3.03 and Section 8.01
        of the
        Purchase Agreement, and the Assignor is retaining the right to enforce the
        representations and warranties and the obligations of the Company or the
        Servicer, as applicable, set forth in those sections against the Company
        or the
        Servicer, as applicable. In addition, the Assignor specifically reserves
        and
        does not assign to the Assignee any right, title and interest in, to or under
        (a) Section 2.09 of the Purchase Agreement, (b) Section 4.03 and Section
        4.13 of
        the Purchase Agreement (but
        only
        insofar as such Sections grant to the Purchaser the right to terminate the
        servicing of defaulted Mortgage Loans and/or REO Properties by the Servicer)
        and
        (c) Section 10.01 of the Purchase Agreement, and the Assignor is retaining
        the
        right to enforce such sections against the Company or the Servicer, as
        applicable.
        Except
        as is otherwise expressly provided herein, the Assignor makes no
        representations, warranties or covenants to the Assignee and the Assignee
        acknowledges that the Assignor has no obligations to the Assignee under the
        terms of the Purchase Agreement or otherwise relating to the transaction
        contemplated herein (including, but not limited to, any obligation to indemnify
        the Assignee).

       

      Representations,
        Warranties and Covenants

       

      1.
         Assignor
        warrants and represents to Assignee, the Company and the Servicer as of the
        date
        hereof:

       

      (a) Attached
        hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement
        which agreement is in full force and effect as of the date hereof and the
        provisions of which have not been waived, amended or modified in any respect,
        nor has any notice of termination been given thereunder;

       

      (b) Assignor
        is the lawful owner of the Assigned Loans with full right to transfer the
        Assigned Loans and any and all of its interests, rights and obligations under
        the Purchase Agreement as they relate to the Assigned Loans, free and clear
        from
        any and all claims and encumbrances; and upon the transfer of the Assigned
        Loans
        to Assignee as contemplated herein, Assignee shall have good title to each
        and
        every Assigned Loan, as well as any and all of Assignor’s interests, rights and
        obligations under the Purchase Agreement as they relate to the Assigned Loans,
        free and clear of any and all liens, claims and encumbrances;

       

      (c) There
        are
        no offsets, counterclaims or other defenses available to the Company or the
        Servicer with respect to the Assigned Loans or the Purchase
        Agreement;

       

      (d) Assignor
        has no knowledge of, and has not received notice of, any waivers under, or
        any
        modification of, any Assigned Loan;

       

      (e) Assignor
        is duly organized, validly existing and in good standing under the laws of
        the
        jurisdiction of its incorporation, and has all requisite power and authority
        to
        acquire, own and sell the Assigned Loans;

       

      (f) Assignor
        has full corporate power and authority to execute, deliver and perform its
        obligations under this AAR Agreement, and to consummate the transactions
        set
        forth herein. The consummation of the transactions contemplated by this AAR
        Agreement is in the ordinary course of Assignor’s business and will not conflict
        with, or result in a breach of, any of the terms, conditions or provisions
        of
        Assignor’s charter or by-laws or any legal restriction, or any material
        agreement or instrument to which Assignor is now a party or by which it is
        bound, or result in the violation of any law, rule, regulation, order, judgment
        or decree to which Assignor or its property is subject. The execution, delivery
        and performance by Assignor of this AAR Agreement and the consummation by
        it of
        the transactions contemplated hereby, have been duly authorized by all necessary
        corporate action on the part of Assignor. This AAR Agreement has been duly
        executed and delivered by Assignor and, upon the due authorization, execution
        and delivery by Assignee, the Company and the Servicer, will constitute the
        valid and legally binding obligation of Assignor enforceable against Assignor
        in
        accordance with its terms except as enforceability may be limited by bankruptcy,
        reorganization, insolvency, moratorium or other similar laws now or hereafter
        in
        effect relating to creditors’ rights generally, and by general principles of
        equity regardless of whether enforceability is considered in a proceeding
        in
        equity or at law; 

       

      (g) No
        consent, approval, order or authorization of, or declaration, filing or
        registration with, any governmental entity is required to be obtained or
        made by
        Assignor in connection with the execution, delivery or performance by Assignor
        of this AAR Agreement, or the consummation by it of the transactions
        contemplated hereby; 

       

      (h) Neither
        Assignor nor anyone acting on its behalf has offered, transferred, pledged,
        sold
        or otherwise disposed of the Assigned Loans or any interest in the Assigned
        Loans, or solicited any offer to buy or accept a transfer, pledge or other
        disposition of the Assigned Loans, or any interest in the Assigned Loans
        or
        otherwise approached or negotiated with respect to the Assigned Loans, or
        any
        interest in the Assigned Loans with any Person in any manner, or made any
        general solicitation by means of general advertising or in any other manner,
        or
        taken any other action which would constitute a distribution of the Assigned
        Loans under the Securities Act of 1933, as amended (the “1933 Act”) or which
        would render the disposition of the Assigned Loans a violation of Section
        5 of
        the 1933 Act or require registration pursuant thereto;

       

      (i) The
        Assignor has received from the Company, and has delivered to the Assignee,
        all
        documents required to be delivered to Assignor by the Company prior to the
        date
        hereof pursuant to the Purchase Agreement with respect to the Assigned Loans
        and
        has not received, and has not requested from the Company, any additional
        documents; and 

       

      (j) There
        is
        no action, suit, proceeding, investigation or litigation pending or, to
        Assignor's knowledge, threatened, which either in any instance or in the
        aggregate, if determined adversely to Assignor, would adversely affect
        Assignor's execution or delivery of, or the enforceability of, this AAR
        Agreement, or the Assignor's ability to perform its obligations under this
        AAR
        Agreement.

       

      2.
         Assignee
        warrants and represents to, and covenants with, Assignor, the Company and
        the
        Servicer as of the date hereof:

       

      (a) Assignee
        is duly organized, validly existing and in good standing under the laws of
        the
        jurisdiction of its organization and has all requisite power and authority
        to
        hold the Assigned Loans as trustee on behalf of the holders of the Bear Stearns
        Asset Backed Securities I Trust 2006-AC4, Asset-Backed Certificates, Series
        2006-AC4;

       

      (b) Assignee
        has full corporate power and authority to execute, deliver and perform its
        obligations under this AAR Agreement, and to consummate the transactions
        set
        forth herein. The consummation of the transactions contemplated by this AAR
        Agreement is in the ordinary course of Assignee’s business and will not conflict
        with, or result in a breach of, any of the terms, conditions or provisions
        of
        Assignee’s charter or by-laws or any legal restriction, or any material
        agreement or instrument to which Assignee is now a party or by which it is
        bound, or result in the violation of any law, rule, regulation, order, judgment
        or decree to which Assignee or its property is subject. The execution, delivery
        and performance by Assignee of this AAR Agreement and the consummation by
        it of
        the transactions contemplated hereby, have been duly authorized by all necessary
        corporate action on part of Assignee. This AAR Agreement has been duly executed
        and delivered by Assignee and, upon the due authorization, execution and
        delivery by Assignor, the Company and the Servicer, will constitute the valid
        and legally binding obligation of Assignee enforceable against Assignee in
        accordance with its terms except as enforceability may be limited by bankruptcy,
        reorganization, insolvency, moratorium or other similar laws now or hereafter
        in
        effect relating to creditors’ rights generally, and by general principles of
        equity regardless of whether enforceability is considered in a proceeding
        in
        equity or at law; 

       

      (c) No
        consent, approval, order or authorization of, or declaration, filing or
        registration with, any governmental entity is required to be obtained or
        made by
        Assignee in connection with the execution, delivery or performance by Assignee
        of this AAR Agreement, or the consummation by it of the transactions
        contemplated hereby; 

       

      (d) There
        is
        no action, suit, proceeding, investigation or litigation pending or, to
        Assignee's knowledge, threatened, which either in any instance or in the
        aggregate, if determined adversely to Assignee, would adversely affect
        Assignee's execution or delivery of, or the enforceability of, this AAR
        Agreement, or the Assignee's ability to perform its obligations under this
        AAR
        Agreement; and

       

      (e) Assignee
        assumes for the benefit of each of the Assignor, the Company and the Servicer
        all of the rights and obligations of the Purchaser under the Purchase Agreement
        with respect to the Assigned Loans.

       

      3.
         Each
        of
        the Company and the Servicer (but with respect to the Servicer, only to the
        extent expressly set forth in this Section 3), warrants and represents to,
        and
        covenant with, Assignor and Assignee as of the date hereof:

       

      (a) Attached
        hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement,
        which agreement is in full force and effect as of the date hereof and the
        provisions of which have not been waived, amended or modified in any respect,
        nor has any notice of termination been given thereunder; 

       

      (b) Each
        of
        the Company and the Servicer is duly organized, validly existing and in good
        standing under the laws of the jurisdiction of its incorporation, and has
        all
        requisite corporate power and authority to perform its obligations under
        the
        Purchase Agreement;

       

      (c) The
        Servicer has all requisite corporate power and authority to service the Assigned
        Loans;

       

      (d) Each
        of
        the Company and the Servicer has full corporate power and authority to execute,
        deliver and perform its obligations under this AAR Agreement, and to consummate
        the transactions set forth herein. The consummation of the transactions
        contemplated by this AAR Agreement is in the ordinary course of the Company’s
        and the Servicer’s respective businesses and will not conflict with, or result
        in a breach of, any of the terms, conditions or provisions of Company’s and the
        Servicer’s respective charter or by-laws or any legal restriction, or any
        material agreement or instrument to which the Company or the Servicer is
        now a
        party or by which it is bound, or result in the violation of any law, rule,
        regulation, order, judgment or decree to which the Company or the Servicer
        or
        their respective property is subject. The execution, delivery and performance
        by
        each of the Company and the Servicer of this AAR Agreement and the consummation
        by it of the transactions contemplated hereby, have been duly authorized
        by all
        necessary corporate action on the part of the Company or the Servicer. This
        AAR
        Agreement has been duly executed and delivered by the Company and the Servicer,
        and, upon the due authorization, execution and delivery by Assignor and
        Assignee, will constitute the valid and legally binding obligation of the
        Company and the Servicer, enforceable against the Company and the Servicer
        in
        accordance with its terms except as enforceability may be limited by bankruptcy,
        reorganization, insolvency, moratorium or other similar laws now or hereafter
        in
        effect relating to creditors’ rights generally, and by general principles of
        equity regardless of whether enforceability is considered in a proceeding
        in
        equity or at law;

       

      (e) No
        consent, approval, order or authorization of, or declaration, filing or
        registration with, any governmental entity is required to be obtained or
        made by
        the Company or the Servicer in connection with the execution, delivery or
        performance by the Company or the Servicer of this AAR Agreement, or the
        consummation by them of the transactions contemplated hereby; 

       

      (f) The
        Company shall establish a Custodial Account and an Escrow Account under the
        Purchase Agreement in favor of the Assignee with respect to the Assigned
        Loans
        separate from the Custodial Account and Escrow Account previously established
        under the Purchase Agreement in favor of Assignor;

       

      (g) No
        event
        has occurred from the Closing Date to the date hereof which would render
        the
        representations and warranties as to the related Assigned Loans made by the
        Company or the Servicer, as applicable, in Sections 3.01 and 3.02 of the
        Purchase Agreement to be untrue in any material respect; and

       

      (h) Neither
        this AAR Agreement nor any certification, statement, report or other agreement,
        document or instrument furnished or to be furnished by the Company or the
        Servicer pursuant to this AAR Agreement contains or will contain any materially
        untrue statement of fact or omits or will omit to state a fact necessary
        to make
        the statements contained therein not misleading.

       

      4.
         Each
        of
        the Company and the Servicer warrants and represents to, and covenants with,
        Assignor and Bear Stearns Asset Backed Securities I LLC (“BSABS I”) as of the
        date hereof:

       

      (a) Company
        is not aware and has not received notice that any default, early amortization
        or
        other performance triggering event has occurred as to any other securitization
        due to any act or failure to act of the Company or the Servicer;

       

      (b) No
        material noncompliance with the applicable servicing criteria with respect
        to
        other securitizations of residential mortgage loans involving the Servicer
        as
        servicer has been disclosed or reported by the Servicer;

       

      (c) Servicer
        has not been terminated as servicer in a residential mortgage loan
        securitization, either due to a servicing default or to application of a
        servicing performance test or trigger;

       

      (d) No
        material changes to the Servicer’s policies or procedures with respect to the
        servicing function it will perform under the Purchase Agreement and this
        AAR
        Agreement for mortgage loans of a type similar to the Assigned Loans have
        occurred during the three-year period immediately preceding the date
        hereof;

       

      (e) There
        are
        no aspects of the Servicer’s financial condition that could have a material
        adverse effect on the performance by the Servicer of its servicing obligations
        under the Purchase Agreement and this AAR Agreement;

       

      (f) There
        are
        no material legal or governmental proceedings pending (or known to be
        contemplated) against the Company, the Servicer, any Subservicer or any
        third-party originator; and

       

      (g) There
        are
        no affiliations, relationships or transactions relating to the Company or
        any
        Subservicer with respect to this Securitization Transaction and any party
        thereto of a type described in Item 1119 of Regulation AB.

       

      Notwithstanding
        anything to the contrary in the Purchase
        Agreement, the Company or the Servicer shall (or shall cause any Third-Party
        Originator to) (i) immediately notify Assignor and BSABS I in writing of
        (A)
        legal proceedings pending against the Company or the Servicer, or proceedings
        known by the Company or the Servicer to be contemplated by governmental
        authorities against the Company or the Servicer which in the judgment of
        the
        Company or the Servicer would be, in each case, material to purchasers of
        securities backed by the Assigned Loans, (B) any affiliations or relationships
        of the type described in Item 1119(b) of Regulation AB that develop following
        the date hereof between the Company, the Servicer and any of the above listed
        parties or other parties identified in writing by the Assignor or BSABS I
        with
        respect to this Securitization Transaction and (ii) provide to the Assignor
        and
        BSABS I a description of such proceedings, affiliations or
        relationships.

      


      Each
        such
        notice/update should be sent to the Assignor by e-mail to
        regABnotifications@bear.com. Additionally, all such notifications, other
        than
        those pursuant to (i)(A) above, should be sent to:

      


      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        TX 75067-3884

      Attention:
        Conduit Seller Approval Dept.

      Facsimile:
        (214) 626-3751

      Email:
        sellerapproval@bear.com

      


      With
        a
        copy to:

      


      Bear,
        Stearns & Co. Inc.

      383
        Madison Avenue, 3rd Floor

      New,
        York, NY 10179

      Attention:
        Global Credit Administration

      Facsimile:
        (212) 272-6564

      


      Notifications
        pursuant to (i)(A) above should be sent to: 

      


      EMC
        Mortgage Corporation

      Two
        Mac
        Arthur Ridge

      909
        Hidden Ridge Drive, Suite 200

      Irving,
        TX 75038

      Attention:
        Associate General Counsel for Loan Administration

      Facsimile:
        (972) 831-2555

      


      With
        copies to:

      


      Bear,
        Stearns & Co. Inc.

      383
        Madison Avenue, 3rd Floor

      New,
        York, NY 10179

      Attention:
        Global Credit Administration

      Facsimile:
        (212) 272-6564

      


      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        TX 75067-3884

      Attention:
        Conduit Seller Approval Dept.

      Facsimile:
        (214) 626-3751

      Email:
        sellerapproval@bear.com

       

      5.
         Assignor
        hereby agrees to indemnify and hold the Assignee (and its successors and
        assigns) harmless against any and all claims, losses, penalties, fines,
        forfeitures, legal fees and related costs, judgments, and any other costs,
        fees
        and expenses that Assignee (and its successors and assigns) may sustain in
        any
        way related to any breach of the representations or warranties of Assignor
        set
        forth in this AAR Agreement or the breach of any covenant or condition contained
        herein.

       

      Recognition
        of Assignee

       

      6.
         From
        and
        after the date hereof, the Company and the Servicer shall recognize Assignee
        as
        owner of the Assigned Loans, and acknowledges that the Assigned Loans will
        be
        part of a REMIC, and the Servicer will service the Assigned Loans in accordance
        with the Purchase Agreement (as modified by this AAR Agreement) but in no
        event
        in a manner that would (i) cause any REMIC to fail to qualify as a REMIC
        or (ii)
        result in the imposition of a tax upon any REMIC (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). It is the intention of Assignor, the Company, the Servicer and Assignee
        that this AAR Agreement shall be binding upon and for the benefit of the
        respective successors and assigns of the parties hereto. Neither the Company,
        the Servicer nor Assignor shall amend or agree to amend, modify, waive, or
        otherwise alter any of the terms or provisions of the Purchase Agreement
        which
        amendment, modification, waiver or other alteration would in any way affect
        the
        Assigned Loans without the prior written consent of Assignee.

       

      7.
         Notwithstanding
        any term hereof to the contrary, the execution and delivery of the AAR Agreement
        by the Assignee is solely in its capacity as trustee for Bear Stearns Asset
        Backed Securities I Trust 2006-AC4 and not individually, and any recourse
        against the Assignee in respect of any obligations it may have under or pursuant
        to the terms of this AAR Agreement shall be limited solely to the assets
        it may
        hold as trustee of Bear Stearns Asset Backed Securities I Trust
        2006-AC4.

       

      Servicer
        shall indemnify and hold harmless the Assignor, each affiliate of the Assignor,
        Bear Stearns Asset Backed Securities I LLC (“BSABS I”), the Assignee, Bear,
        Stearns & Co. Inc. (the “Underwriter”), each affiliate of the Underwriter,
        each Person (including, but not limited to, the Master Servicer) responsible
        for
        the preparation, execution or filing of any report required to be filed with
        the
        Commission, or for execution of a certification pursuant to Rule 13a-14(d)
        or
        Rule 15d-14(d) under the Exchange Act, each Person who controls the Assignor,
        BSABS I, the Assignee or the Underwriter (within the meaning of Section 15
        of
        the Securities Act and Section 20 of the Exchange Act); and the respective
        present and former directors, officers, employees, agents and affiliates
        of each
        of the foregoing (each, an “Indemnified Party”), and shall hold each of them
        harmless from and against any claims, losses, damages, penalties, fines,
        forfeitures, legal fees and expenses and related costs, judgments, and any
        other
        costs, fees and expenses that any of them may sustain arising out of or based
        upon: 

       

      
        	 	(i)	
                (A)     any
                  untrue statement of a material fact contained or alleged to be
                  contained
                  in any information, report, certification, data, accountants’ letter or
                  other material provided under Section 11.18 of the Purchase Agreement
                  by
                  or on behalf of the Servicer, or provided under Section 11.18 of
                  the
                  Purchase Agreement by or on behalf of any Subservicer, Subcontractor
                  or
                  Third-Party Originator (collectively, the “Company Information”), or (B)
                  the omission or alleged omission to state in the Company Information
                  a
                  material fact required to be stated in the Company Information
                  or
                  necessary in order to make the statements therein, in the light
                  of the
                  circumstances under which they were made, not misleading; provided,
                  by way of clarification, that
                  clause (B) of this paragraph shall be construed solely by reference
                  to the
                  Company Information and not to any other information communicated
                  in
                  connection with a sale or purchase of securities, without regard
                  to
                  whether the Company Information or any portion thereof is presented
                  together with or separately from such other
                  information;

              
	 	 	 
	 	(ii)	
                any
                  breach by the Servicer of its obligations under Section 11.18 of
                  Purchase
                  Agreement, including particularly any failure by the Servicer,
                  any
                  Subservicer, any Subcontractor or any Third-Party Originator to
                  deliver
                  any information, report, certification, accountants’ letter or other
                  material when and as required under Section 11.18 of the Purchase
                  Agreement, including any failure by the Company to identify any
                  Subcontractor “participating in the servicing function” within the meaning
                  of Item 1122 of Regulation AB; 

              
	 	 	 
	 	(iii)	
                any
                  breach by the Servicer of a representation or warranty set forth
                  in
                  Section 3.01 of the Purchase Agreement or in a writing furnished
                  pursuant
                  to Section 3.01(q) of the Purchase Agreement and made as of a date
                  prior
                  to the date hereof, to the extent that such breach is not cured
                  by the
                  date hereof, or any breach by the Servicer of a representation
                  or warranty
                  in a writing furnished pursuant to Section 3.01(q) of the Purchase
                  Agreement to the extent made as of a date subsequent to the date
                  hereof;
                  or

              
	 	 	 
	 	(iv)	
                the
                  negligence, bad faith or willful misconduct of the Servicer in
                  connection
                  with its performance under Section 11.18 of the Purchase
                  Agreement.

              
	 	 	 	 


      

       

      If
        the
        indemnification provided for herein is unavailable or insufficient to hold
        harmless an Indemnified Party, then the Servicer agrees that it shall contribute
        to the amount paid or payable by such Indemnified Party as a result of any
        claims, losses, damages or liabilities incurred by such Indemnified Party
        in
        such proportion as is appropriate to reflect the relative fault of such
        Indemnified Party on the one hand and the Servicer on the other.

       

      In
        the
        case of any failure of performance described in Section 11.18 of the Purchase
        Agreement, the Servicer shall promptly reimburse the Assignor, BSABS I and
        each
        Person responsible for the preparation, execution or filing of any report
        required to be filed with the Commission, or for execution of a certification
        pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act, for
        all
        costs reasonably incurred by each such party in order to obtain the information,
        report, certification, accountants’ letter or other material not delivered as
        required by the Servicer, any Subservicer, any Subcontractor or any Third-Party
        Originator.

       

      Modification
        of Purchase Agreement

       

      8.
         The
        Company, the Servicer and Assignor hereby amend the Purchase Agreement as
        follows:

       

      (a) The
        following definitions are added to Article I of the Purchase
        Agreement:

       

      Master
        Servicer:
        Wells
        Fargo Bank, N.A., or its successors in interest who meet the qualifications
        of
        the Pooling and Servicing Agreement and this Agreement.

       

      Pooling
        and Servicing Agreement:
        That
        certain pooling and servicing agreement, dated as of June 1, 2006, among
        Bear
        Stearns Asset Backed Securities I LLC, the Trustee, Wells Fargo Bank, N.A.,
        as
        master servicer, the Securities Administrator and EMC Mortgage
        Corporation.

       

      Securities
        Administrator:
        Wells
        Fargo Bank, N.A.

       

      Servicing
        Fee Rate:
        As
        provided in the related mortgage loan schedule.

       

      Trustee:
        U.S.
        Bank National Association, or its successor in interest, or any successor
        trustee appointed as provided in the Pooling and Servicing
        Agreement.

       

      (b) The
        definition of Business Day is deleted in its entirety and replaced with the
        following:

       

      Business
        Day:
        Any day
        other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the States
        of
        New York, Maryland, Minnesota or Texas, or (iii) a day on which banks in
        the
        States of New York, Maryland, Minnesota or Texas are authorized or obligated
        by
        law or executive order to be closed.

       

      (c) The
        second paragraph of Section 4.02 of the Purchase Agreement is deleted in
        its
        entirety and replaced with the following:

       

      The Servicer
        may waive the collection of any otherwise applicable Prepayment Charge or
        reduce
        the amount thereof actually collected, but only if: (i) the enforceability
        thereof will have been limited by bankruptcy, insolvency, moratorium,
        receivership and other similar laws relating to creditors’ rights generally,
        (ii) the enforcement thereof is illegal, or any local, state or federal agency
        has threatened legal action if the Prepayment Charge is enforced, (iii) the
        mortgage debt has been accelerated in connection with a foreclosure or other
        involuntary payment or (iv) such waiver is standard and customary in servicing
        similar Mortgage Loans and relates to a default or a reasonably foreseeable
        default and would, in the reasonable judgment of the Servicer, maximize recovery
        of total proceeds taking into account the value of such Prepayment Charge
        and
        the related Mortgage Loan. If a Prepayment Charge is waived, but does not
        meet
        the standards described above, then the Servicer is required to pay the amount
        of such waived Prepayment Charge by remitting such amount to the Owner by
        the
        Remittance Date.

       

      (d) Section
        11.04 of the Purchase Agreement is deleted in its entirety and replaced with
        the
        following:

       

      Section
        11.04  Governing
        Law.

       

      This
        Agreement and the related Term Sheet shall be governed by and construed in
        accordance with the laws of the State of New York without giving effect to
        principles of conflicts of laws (other than Section 5-1401 of the New York
        General Obligations Law) and except to the extent preempted by Federal law.
        The
        obligations, rights and remedies of the parties hereunder shall be determined
        in
        accordance with such laws.

       

      Miscellaneous

       

      9.
         All
        demands, notices and communications related to the Assigned Loans, the Purchase
        Agreement and this AAR Agreement shall be in writing and shall be deemed
        to have
        been duly given if personally delivered at or mailed by registered mail,
        postage
        prepaid, as follows:

       

      
        	 	
                (a)

              	
                In
                  the case of the Company:

              


      

      


      American
        Home Mortgage Corporation 

      538
        Broadhollow Road

      Melville,
        New York 11747

      Attention:
        Robert F. Johnson, Jr.

      Telecopier
        No.: (866) 822-3288

      


      with
        a
        copy to:

      Alan
        B.
        Horn, General Counsel

      American
        Home Mortgage Corp.

      538
        Broadhollow Road

      Melville,
        New York 11747

      Telecopier
        No.: (800) 209-7276

      
        	 	 	 


      

      
        	 	
                (b)

              	
                In
                  case of the Servicer:

              


      

       

      American
        Home Mortgage Servicing, Inc. 

      4600
        Regent Boulevard, Suite 200

      Irving,
        Texas 75063

      Attention:
        David Friedman

       

      with
        a
        copy to:

      Alan
        B.
        Horn, General Counsel

      American
        Home Mortgage Corp.

      538
        Broadhollow Road

      Melville,
        New York 11747

      Telecopier
        No.: (800) 209-7276 

      


      
        	 	
                (c)

              	
                In
                  the case of Assignor:

              


        	 	 	 


        	 	 	
                
                  EMC
                    Mortgage Corporation 

                  2780
                    Lake Vista Drive

                  Lewisville,
                    Texas 75067

                  Attention:
                    President or General Counsel

                  Telecopier
                    No.: (972) 444-2880

                

              


      

       

      with
        a
        copy to:

       

      
        
          	 	
                   

                	
                  
                    Bear
                      Stearns Mortgage Capital Corporation

                    33
                      Madison Avenue

                    New
                      York, New York 10179

                    Attention:
                      Robert Durden

                    Telecopier
                      No.: (212) 272-5591

                  

                


          	 	 	
                  
                     

                  

                


        

      

      
        	 	
                (d)

              	
                In
                  the case of Assignee:

              


        	 	 	
                U.S.
                  Bank National Association,

                as
                  Trustee

                One
                  Federal Street, 3rd
                  Floor

                Boston,
                  Massachusetts 02110

                Attention:
                  Corporate Trust Services - BSABS I 2006-AC4

                Telecopier
                  No.: (617) 603-6638 

              


      

       

      10.
         The
        Servicer hereby acknowledges that Wells Fargo Bank, N.A. (the “Master Servicer”)
        has been appointed as the master servicer of the Assigned Loans pursuant
        to the
        Pooling and Servicing Agreement, dated as of June 1, 2006, among the Assignor,
        the Assignee, Bear Stearns Asset Backed Securities I LLC, the Master Servicer
        and Wells Fargo, N.A. as securities administrator, and therefore has the
        right
        to enforce all obligations of the Servicer, as they relate to the Assigned
        Loans, under the Purchase Agreement. Such right will include, without
        limitation, the right to terminate the Servicer under the Purchase Agreement
        upon the occurrence of an event of default thereunder, the right to receive
        all
        remittances required to be made by the Servicer under the Purchase Agreement,
        the right to receive all monthly reports and other data required to be delivered
        by the Servicer under the Purchase Agreement, the right to examine the books
        and
        records of the Servicer, indemnification rights, and the right to exercise
        certain rights of consent and approval relating to actions taken by the
        Servicer. The Servicer shall make all distributions under the Purchase
        Agreement, as they relate to the Assigned Loans, by wire transfer of immediately
        available funds to:

       

      BSABS
        I
        2006-AC4 

      Wells
        Fargo
        Bank, N.A.

      ABA#
        121000248

      Account
        Name: SAS Clearing 

      Account
        #
        3970771416

      For
        Further Credit to: BSABS I 2006-AC4, Account # 50927800

       

      and
        the
        Servicer shall deliver all reports required to be delivered under the Purchase
        Agreement, as they relate to the Assigned Loans, to the Assignee at the address
        set forth in Section 8 herein and to the Master Servicer at:

       

      Wells
        Fargo Bank, N.A.

      9062
        Old
        Annapolis Road

      Columbia,
        Maryland 21045

      Attention:
        Client Manager BSABS I 2006-AC4

       

      11.
         A
        copy of
        all assessments, attestations, reports and certificates required to be delivered
        by the Servicer under this AAR Agreement and the Purchase Agreement shall
        be
        delivered to the Master Servicer by the date(s) specified herein or therein,
        and
        where such documents are required to be addressed to any party, such addresses
        shall include the Master Servicer and the Master Servicer shall be entitled
        to
        rely on such documents.

       

      12.
         Each
        party will pay any commissions it has incurred and the fees of its attorneys
        in
        connection with the negotiations for, documenting of and closing of the
        transactions contemplated by this AAR Agreement.

       

      13.
         This
        AAR
        Agreement shall be construed in accordance with the laws of the State of
        New
        York, without regard to conflicts of law principles, and the obligations,
        rights
        and remedies of the parties hereunder shall be determined in accordance with
        such laws.

       

      14.
         No
        term
        or provision of this AAR Agreement may be waived or modified unless such
        waiver
        or modification is in writing and signed by the party against whom such waiver
        or modification is sought to be enforced.

       

      15.
         This
        AAR
        Agreement shall inure to the benefit of the successors and assigns of the
        parties hereto. Any entity into which Assignor, Assignee or Company may be
        merged or consolidated shall, without the requirement for any further writing,
        be deemed Assignor, Assignee or Company, respectively, hereunder.

       

      16.
         This
        AAR
        Agreement shall survive the conveyance of the Assigned Loans, the assignment
        of
        the Purchase Agreement to the extent of the Assigned Loans by Assignor to
        Assignee and the termination of the Purchase Agreement.

       

      17.
         This
        AAR
        Agreement may be executed simultaneously in any number of counterparts. Each
        counterpart shall be deemed to be an original and all such counterparts shall
        constitute one and the same instrument.

       

      18.
         In
        the
        event that any provision of this AAR Agreement conflicts with any provision
        of
        the Purchase Agreement with respect to the Assigned Loans, the terms of this
        AAR
        Agreement shall control. 

       

      19. Notwithstanding
        anything herein or in the Purchase Agreement to the contrary, Assignor hereby
        acknowledges and agrees that it will not exercise any rights to terminate
        the
        servicing of any defaulted Assigned Loans and/or REO Properties by the Servicer
        pursuant to Section 4.03 or Section 4.13 of the Purchase Agreement for so
        long
        as the Assigned Loans are held by the Assignee.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      IN
        WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of
        the
        day and year first above written.

       

      

        
          	 	
                  EMC
                    MORTGAGE CORPORATION

                  Assignor

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 


        

        


          
            	 	
                    
                      U.S.
                        BANK NATIONAL ASSOCIATION, not individually but solely as
                        Trustee for
                        the
                        Bear Stearns Asset Backed Securities I Trust 2006-AC4, Asset-Backed
                        Certificates, Series 2006-AC4 Assignee

                    

                  
	 	 	 
	 	
                    By:

                  	 
	 	
                    Name:

                  	Maryellen
                    Hunter   
	 	
                    Title:

                  	Assistant
                    Vice President  


          

          

            

              
                	 	
                        AMERICAN
                          HOME MORTGAGE CORP.

                      
	 	 	 
	 	
                        By:

                      	 
	 	
                        Name:

                      	 
	 	
                        Title:

                      	 


              

              


                
                  	 	
                          
                            AMERICAN
                              HOME MORTGAGE SERVICING, INC.

                          

                        
	 	 	 
	 	
                          By:

                        	 
	 	
                          Name:

                        	 
	 	
                          Title:

                        	 


                

                

                  
                    	 	
                            
                              
                                Acknowledged
                                  and Agreed:

                                 

                                WELLS
                                  FARGO BANK, N.A.

                              

                            

                          
	 	 	 
	 	
                            By:

                          	 
	 	
                            Name:

                          	 
	 	
                            Title:

                          	 


                  

                   

                  

                    
                      	 	
                              
                                BEAR
                                  STEARNS ASSET BACKED SECURITIES I LLC

                              

                            
	 	 	 
	 	
                              By:

                            	 
	 	
                              Name:

                            	Joseph
                              T. Jurkowski, Jr. 
	 	
                              Title:

                            	Vice
                              President


                    

                    


                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      



                  

                

              

            

          

        

      

      ATTACHMENT
        1

       

      ASSIGNED
        LOAN SCHEDULE

       

       

      (Available
        upon request)

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



       

      ATTACHMENT
        2

       

      PURCHASE
        AGREEMENT

       

       

      (Available
        upon request)



    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      R-2

    


     

    
      HSBC
        ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

       

      This
        is
        an Assignment, Assumption and Recognition Agreement (this “AAR Agreement”) made
        as of June 30, 2006, among EMC Mortgage Corporation (the “Assignor”), U.S. Bank
        National Association, not individually but solely as trustee for the holders
        of
        the Bear Stearns Asset Backed Securities I Trust 2006-AC4, Asset-Backed
        Certificates, Series 2006-AC4 (the “Assignee”), and HSBC Mortgage Corporation
        (USA) (the “Company”).

       

      In
        consideration of the mutual promises contained herein the parties hereto
        agree
        that the residential mortgage loans (the “Assigned Loans”) listed on Attachment
        1 annexed hereto purchased by the Assignor from the Company and now serviced
        by
        Company for Assignor and its successors and assigns pursuant to the Amended
        and
        Restated Purchase, Warranties and Servicing Agreement, dated as of September
        1,
        2005, between Assignor and Company, as amended (the “Purchase Agreement”) shall
        be subject to the terms of this AAR Agreement. Capitalized terms used herein
        but
        not defined shall have the meanings ascribed to them in the Purchase
        Agreement.

       

      Assignment
        and Assumption

       

      Except
        as
        expressly provided for herein, the Assignor hereby grants, transfers and
        assigns
        to the Assignee all of its right, title and interest as in, to and under
        (a) the
        Assigned Loans and (b) the Purchase Agreement with respect to the Assigned
        Loans; provided, however, that the Assignor is not assigning to the Assignee
        any
        of its right, title or interest, in, to and under the Purchase Agreement
        with
        respect to any mortgage loan other than the Assigned Loans listed on Attachment
        1. Notwithstanding anything to the contrary contained herein, the Assignor
        specifically reserves and does not assign to the Assignee any right, title
        and
        interest in, to or under the representations and warranties contained in
        Section
        3.01 and Section 3.02 of the Purchase Agreement, and any obligation of the
        Company to cure, repurchase or substitute for a mortgage loan and to indemnify
        the Assignor with respect to a breach of such representations and warranties
        pursuant to Section 3.03 and Section 8.01 of the Purchase Agreement, and
        the
        Assignor is retaining the right to enforce the representations and warranties
        and the obligations of the Company set forth in those sections against the
        Company. In addition, the Assignor specifically reserves and does not assign
        to
        the Assignee any right, title and interest in, to or under Section 2.09 of
        the
        Purchase Agreement. Except as is otherwise expressly provided herein, the
        Assignor makes no representations, warranties or covenants to the Assignee
        and
        the Assignee acknowledges that the Assignor has no obligations to the Assignee
        under the terms of the Purchase Agreement or otherwise relating to the
        transaction contemplated herein (including, but not limited to, any obligation
        to indemnify the Assignee).

       

      Representations,
        Warranties and Covenants

       

      1.
         Assignor
        warrants and represents to Assignee and Company as of the date
        hereof:

       

      (a) Attached
        hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement
        which agreement is in full force and effect as of the date hereof and the
        provisions of which have not been waived, amended or modified in any respect,
        nor has any notice of termination been given thereunder;

       

      (b) Assignor
        is the lawful owner of the Assigned Loans with full right to transfer the
        Assigned Loans and any and all of its interests, rights and obligations under
        the Purchase Agreement as they relate to the Assigned Loans, free and clear
        from
        any and all claims and encumbrances; and upon the transfer of the Assigned
        Loans
        to Assignee as contemplated herein, Assignee shall have good title to each
        and
        every Assigned Loan, as well as any and all of Assignor’s interests, rights and
        obligations under the Purchase Agreement as they relate to the Assigned Loans,
        free and clear of any and all liens, claims and encumbrances;

       

      (c) There
        are
        no offsets, counterclaims or other defenses available to Company with respect
        to
        the Assigned Loans or the Purchase Agreement;

       

      (d) Assignor
        has no knowledge of, and has not received notice of, any waivers under, or
        any
        modification of, any Assigned Loan;

       

      (e) Assignor
        is duly organized, validly existing and in good standing under the laws of
        the
        jurisdiction of its incorporation, and has all requisite power and authority
        to
        acquire, own and sell the Assigned Loans;

       

      (f) Assignor
        has full corporate power and authority to execute, deliver and perform its
        obligations under this AAR Agreement, and to consummate the transactions
        set
        forth herein. The consummation of the transactions contemplated by this AAR
        Agreement is in the ordinary course of Assignor’s business and will not conflict
        with, or result in a breach of, any of the terms, conditions or provisions
        of
        Assignor’s charter or by-laws or any legal restriction, or any material
        agreement or instrument to which Assignor is now a party or by which it is
        bound, or result in the violation of any law, rule, regulation, order, judgment
        or decree to which Assignor or its property is subject. The execution, delivery
        and performance by Assignor of this AAR Agreement and the consummation by
        it of
        the transactions contemplated hereby, have been duly authorized by all necessary
        corporate action on the part of Assignor. This AAR Agreement has been duly
        executed and delivered by Assignor and, upon the due authorization, execution
        and delivery by Assignee and Company, will constitute the valid and legally
        binding obligation of Assignor enforceable against Assignor in accordance
        with
        its terms except as enforceability may be limited by bankruptcy, reorganization,
        insolvency, moratorium or other similar laws now or hereafter in effect relating
        to creditors’ rights generally, and by general principles of equity regardless
        of whether enforceability is considered in a proceeding in equity or at law;
        

       

      (g) No
        consent, approval, order or authorization of, or declaration, filing or
        registration with, any governmental entity is required to be obtained or
        made by
        Assignor in connection with the execution, delivery or performance by Assignor
        of this AAR Agreement, or the consummation by it of the transactions
        contemplated hereby; 

       

      (h) Neither
        Assignor nor anyone acting on its behalf has offered, transferred, pledged,
        sold
        or otherwise disposed of the Assigned Loans or any interest in the Assigned
        Loans, or solicited any offer to buy or accept a transfer, pledge or other
        disposition of the Assigned Loans, or any interest in the Assigned Loans
        or
        otherwise approached or negotiated with respect to the Assigned Loans, or
        any
        interest in the Assigned Loans with any Person in any manner, or made any
        general solicitation by means of general advertising or in any other manner,
        or
        taken any other action which would constitute a distribution of the Assigned
        Loans under the Securities Act of 1933, as amended (the “1933 Act”) or which
        would render the disposition of the Assigned Loans a violation of Section
        5 of
        the 1933 Act or require registration pursuant thereto;

       

      (i) The
        Assignor has received from Company, and has delivered to the Assignee, all
        documents required to be delivered to Assignor by the Company prior to the
        date
        hereof pursuant to the Purchase Agreement with respect to the Assigned Loans
        and
        has not received, and has not requested from the Company, any additional
        documents; and 

       

      (j) There
        is
        no action, suit, proceeding, investigation or litigation pending or, to
        Assignor's knowledge, threatened, which either in any instance or in the
        aggregate, if determined adversely to Assignor, would adversely affect
        Assignor's execution or delivery of, or the enforceability of, this AAR
        Agreement, or the Assignor's ability to perform its obligations under this
        AAR
        Agreement.

       

      2.
         Assignee
        warrants and represents to, and covenants with, Assignor and Company as of
        the
        date hereof:

       

      (a) Assignee
        is duly organized, validly existing and in good standing under the laws of
        the
        jurisdiction of its organization and has all requisite power and authority
        to
        hold the Assigned Loans as trustee on behalf of the holders of the Bear Stearns
        Asset Backed Securities I Trust 2006-AC4, Asset-Backed Certificates, Series
        2006-AC4;

       

      (b) Assignee
        has full corporate power and authority to execute, deliver and perform its
        obligations under this AAR Agreement, and to consummate the transactions
        set
        forth herein. The consummation of the transactions contemplated by this AAR
        Agreement is in the ordinary course of Assignee’s business and will not conflict
        with, or result in a breach of, any of the terms, conditions or provisions
        of
        Assignee’s charter or by-laws or any legal restriction, or any material
        agreement or instrument to which Assignee is now a party or by which it is
        bound, or result in the violation of any law, rule, regulation, order, judgment
        or decree to which Assignee or its property is subject. The execution, delivery
        and performance by Assignee of this AAR Agreement and the consummation by
        it of
        the transactions contemplated hereby, have been duly authorized by all necessary
        corporate action on part of Assignee. This AAR Agreement has been duly executed
        and delivered by Assignee and, upon the due authorization, execution and
        delivery by Assignor and Company, will constitute the valid and legally binding
        obligation of Assignee enforceable against Assignee in accordance with its
        terms
        except as enforceability may be limited by bankruptcy, reorganization,
        insolvency, moratorium or other similar laws now or hereafter in effect relating
        to creditors’ rights generally, and by general principles of equity regardless
        of whether enforceability is considered in a proceeding in equity or at law;
        

       

      (c) No
        consent, approval, order or authorization of, or declaration, filing or
        registration with, any governmental entity is required to be obtained or
        made by
        Assignee in connection with the execution, delivery or performance by Assignee
        of this AAR Agreement, or the consummation by it of the transactions
        contemplated hereby; 

       

      (d) There
        is
        no action, suit, proceeding, investigation or litigation pending or, to
        Assignee's knowledge, threatened, which either in any instance or in the
        aggregate, if determined adversely to Assignee, would adversely affect
        Assignee's execution or delivery of, or the enforceability of, this AAR
        Agreement, or the Assignee's ability to perform its obligations under this
        AAR
        Agreement; and

       

      (e) Assignee
        assumes for the benefit of each of the Assignor and the Company all of the
        rights of the Purchaser under the Purchase Agreement with respect to the
        Assigned Loans.

       

      3.
         Company
        warrants and represents to, and covenant with, Assignor and Assignee as of
        the
        date hereof:

       

      (a) Attached
        hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement,
        which agreement is in full force and effect as of the date hereof and the
        provisions of which have not been waived, amended or modified in any respect,
        nor has any notice of termination been given thereunder; 

       

      (b) Company
        is duly organized, validly existing and in good standing under the laws of
        the
        jurisdiction of its incorporation, and has all requisite power and authority
        to
        service the Assigned Loans and otherwise to perform its obligations under
        the
        Purchase Agreement;

       

      (c) Company
        has full corporate power and authority to execute, deliver and perform its
        obligations under this AAR Agreement, and to consummate the transactions
        set
        forth herein. The consummation of the transactions contemplated by this AAR
        Agreement is in the ordinary course of Company’s business and will not conflict
        with, or result in a breach of, any of the terms, conditions or provisions
        of
        Company’s charter or by-laws or any legal restriction, or any material agreement
        or instrument to which Company is now a party or by which it is bound, or
        result
        in the violation of any law, rule, regulation, order, judgment or decree
        to
        which Company or its property is subject. The execution, delivery and
        performance by Company of this AAR Agreement and the consummation by it of
        the
        transactions contemplated hereby, have been duly authorized by all necessary
        corporate action on the part of Company. This AAR Agreement has been duly
        executed and delivered by Company, and, upon the due authorization, execution
        and delivery by Assignor and Assignee, will constitute the valid and legally
        binding obligation of Company, enforceable against Company in accordance
        with
        its terms except as enforceability may be limited by bankruptcy, reorganization,
        insolvency, moratorium or other similar laws now or hereafter in effect relating
        to creditors’ rights generally, and by general principles of equity regardless
        of whether enforceability is considered in a proceeding in equity or at
        law;

       

      (d) No
        consent, approval, order or authorization of, or declaration, filing or
        registration with, any governmental entity is required to be obtained or
        made by
        Company in connection with the execution, delivery or performance by Company
        of
        this AAR Agreement, or the consummation by it of the transactions contemplated
        hereby; 

       

      (e) The
        Company shall establish a Custodial Account and an Escrow Account under the
        Purchase Agreement in favor of the Assignee with respect to the Assigned
        Loans
        separate from the Custodial Account and Escrow Account previously established
        under the Purchase Agreement in favor of Assignor;

       

      (f) No
        event
        has occurred from the Closing Date to the date hereof which would render
        the
        representations and warranties as to the related Assigned Loans made by the
        Company in Sections 3.01 and 3.02 of the Purchase Agreement to be untrue
        in any
        material respect; and

       

      (g) Neither
        this AAR Agreement nor any certification, statement, report or other agreement,
        document or instrument furnished or to be furnished by the Company pursuant
        to
        this AAR Agreement contains or will contain any materially untrue statement
        of
        fact or omits or will omit to state a fact necessary to make the statements
        contained therein not misleading.

       

      4.
         Company
        warrants and represents to, and covenants with, Assignor and Bear Stearns
        Asset
        Backed Securities I LLC (“BSABS I”) as of the date hereof:

       

      (a) Company
        is not aware and has not received notice that any default, early amortization
        or
        other performance triggering event has occurred as to any other securitization
        due to any act or failure to act of the Company;

       

      (b) No
        material noncompliance with the applicable servicing criteria with respect
        to
        other securitizations of residential mortgage loans involving the Company
        as
        servicer has been disclosed or reported by the Company;

       

      (c) Company
        has not been terminated as servicer in a residential mortgage loan
        securitization, either due to a servicing default or to application of a
        servicing performance test or trigger;

       

      (d) No
        material changes to the Company’s policies or procedures with respect to the
        servicing function it will perform under the Purchase Agreement and this
        AAR
        Agreement for mortgage loans of a type similar to the Assigned Loans have
        occurred during the three-year period immediately preceding the date
        hereof;

       

      (e) There
        are
        no aspects of the Company’s financial condition that could have a material
        adverse effect on the performance by the Company of its servicing obligations
        under the Purchase Agreement and this AAR Agreement;

       

      (f) There
        are
        no material legal or governmental proceedings pending (or known to be
        contemplated) against the Company, any Subservicer or any third-party
        originator; and

       

      (g) There
        are
        no affiliations, relationships or transactions relating to the Company or
        any
        Subservicer with respect to this Securitization Transaction and any party
        thereto of a type described in Item 1119 of Regulation AB.

       

      Notwithstanding
        anything to the contrary in the Agreement, the Company shall (or shall cause
        any
        Third-Party Originator to) (i) immediately notify Assignor and BSABS I in
        writing of (A) legal proceedings pending against the Company, or proceedings
        known to be contemplated by governmental authorities against the Company
        which
        in the judgment of the Company would be, in each case, material to purchasers
        of
        securities backed by the Assigned Loans, (B) any affiliations or relationships
        of the type described in Item 1119(b) of Regulation AB that develop following
        the date hereof between the Company and any of the above listed parties or
        other
        parties identified in writing by the Assignor or BSABS I with respect to
        the
        Securitization Transaction and (ii) provide to the Assignor and BSABS I a
        description of such proceedings, affiliations or relationships.

      


      Each
        such
        notice/update should be sent to the Assignor by e-mail to
        regABnotifications@bear.com. Additionally, all such notifications, other than
        those pursuant to (i)(A) above, should be sent to:

      


      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        TX 75067-3884

      Attention:
        Conduit Seller Approval Dept.

      Facsimile:
        (214) 626-3751

      Email:
        sellerapproval@bear.com

      


      With
        a
        copy to:

      


      Bear,
        Stearns & Co. Inc.

      383
        Madison Avenue, 3rd Floor

      New,
        York, NY 10179

      Attention:
        Global Credit Administration

      Facsimile:
        (212) 272-6564

      


      Notifications
        pursuant to (i)(A) above should be sent to: 

      


      EMC
        Mortgage Corporation

      Two
        Mac
        Arthur Ridge

      909
        Hidden Ridge Drive, Suite 200

      Irving,
        TX 75038

      Attention:
        Associate General Counsel for Loan Administration

      Facsimile:
        (972) 831-2555

      


      With
        copies to:

      


      Bear,
        Stearns & Co. Inc.

      383
        Madison Avenue, 3rd Floor

      New,
        York, NY 10179

      Attention:
        Global Credit Administration

      Facsimile:
        (212) 272-6564

      


      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        TX 75067-3884

      Attention:
        Conduit Seller Approval Dept.

      Facsimile:
        (214) 626-3751

      Email:
        sellerapproval@bear.com

       

      5.
         Assignor
        hereby agrees to indemnify and hold the Assignee (and its successors and
        assigns) harmless against any and all claims, losses, penalties, fines,
        forfeitures, legal fees and related costs, judgments, and any other costs,
        fees
        and expenses that Assignee (and its successors and assigns) may sustain in
        any
        way related to any breach of the representations or warranties of Assignor
        set
        forth in this AAR Agreement or the breach of any covenant or condition contained
        herein.

       

      Recognition
        of Assignee

       

      6.
         From
        and
        after the date hereof, Company shall recognize Assignee as owner of the Assigned
        Loans, and acknowledges that the Assigned Loans will be part of a REMIC,
        and
        will service the Assigned Loans in accordance with the Purchase Agreement
        (as
        modified by this AAR Agreement) but in no event in a manner that would (i)
        cause
        any REMIC to fail to qualify as a REMIC or (ii) result in the imposition
        of a
        tax upon any REMIC (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). It is
        the
        intention of Assignor, Company and Assignee that this AAR Agreement shall
        be
        binding upon and for the benefit of the respective successors and assigns
        of the
        parties hereto. Neither Company nor Assignor shall amend or agree to amend,
        modify, waive, or otherwise alter any of the terms or provisions of the Purchase
        Agreement which amendment, modification, waiver or other alteration would
        in any
        way affect the Assigned Loans without the prior written consent of
        Assignee.

       

      7.
         Notwithstanding
        any term hereof to the contrary, the execution and delivery of the AAR Agreement
        by the Assignee is solely in its capacity as trustee for Bear Stearns Asset
        Backed Securities I Trust 2006-AC4 and not individually, and any recourse
        against the Assignee in respect of any obligations it may have under or pursuant
        to the terms of this AAR Agreement shall be limited solely to the assets
        it may
        hold as trustee of Bear Stearns Asset Backed Securities I Trust
        2006-AC4.

       

      Company
        shall indemnify and hold harmless the Assignor, each affiliate of the Assignor,
        BSABS I, the Assignee, Bear, Stearns & Co. Inc. (the “Underwriter”) and each
        affiliate of the Underwriter, each Person (including, but not limited to,
        the
        Master Servicer) responsible for the preparation, execution or filing of
        any
        report required to be filed with the Commission, or for execution of a
        certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange
        Act, each Person who controls the Assignor, BSABS I, the Assignee or the
        Underwriter (within the meaning of Section 15 of the Securities Act and Section
        20 of the Exchange Act); and the respective present and former directors,
        officers, employees, agents and affiliates of each of the foregoing (each,
        an
“Indemnified Party”), and shall hold each of them harmless from and against any
        claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses
        and related costs, judgments, and any other costs, fees and expenses that
        any of
        them may sustain arising out of or based upon: 

       

       

      
        	 	(i)	
                (A) any
                  untrue statement of a material fact contained or alleged to be
                  contained
                  in any information, report, certification, data, accountants’ letter or
                  other material provided in written or electronic form under Amendment
                  Reg
                  AB to the Amended and Restated Purchase, Warranties and Servicing
                  Agreement, dated as of November 7, 2005 by and between the Assignor
                  and
                  the Company (the “Reg AB Amendment”) by or on behalf of the Assignor, or
                  provided under the Reg AB Amendment by or on behalf of any Subservicer,
                  Subcontractor or Third-Party Originator (collectively, the “Company
                  Information”), or (B) the omission or alleged omission to state in the
                  Company Information a material fact required to be stated in the
                  Company
                  Information or necessary in order to make the statements therein,
                  in the
                  light of the circumstances under which they were made, not misleading;
                  provided,
                  by way of clarification, that
                  clause (B) of this paragraph shall be construed solely by reference
                  to the
                  Company Information and not to any other information communicated
                  in
                  connection with a sale or purchase of securities, without regard
                  to
                  whether the Company Information or any portion thereof is presented
                  together with or separately from such other
                  information;

              
	 	 	 
	 	(ii)	
                any
                  breach by the Company of its obligations under the Reg AB Amendment,
                  including particularly any failure by the Company, any Subservicer,
                  any
                  Subcontractor or any Third-Party Originator to deliver any information,
                  report, certification, accountants’ letter or other material when and as
                  required under the Reg AB Amendment, including any failure by the
                  Company
                  to identify pursuant toSection 2(e)(ii) of the Reg AB Amendment
                  any
                  Subcontractor “participating in the servicing function” within the meaning
                  of Item 1122 of Regulation AB; 

              
	 	 	 
	 	(iii)	
                any
                  breach by the Company of a representation or warranty set forth
                  in Section
                  2(a)(i) of the Reg AB Amendment or in a writing furnished pursuant
                  to
                  Section 2(a)(ii) of the Reg AB Amendment and made as of a date
                  prior to
                  the date hereof, to the extent that such breach is not cured by
                  the date
                  hereof, or any breach by the Company of a representation or warranty
                  in a
                  writing furnished pursuant to Section 2(a)(ii) of the Reg AB Amendment
                  to
                  the extent made as of a date subsequent to the date hereof;
                  or

              
	 	 	 
	 	(iv)	
                the
                  negligence, bad faith or willful misconduct of the Company in connection
                  with its performance under the Reg AB
                  Amendment.

              


      

       

      If
        the
        indemnification provided for herein is unavailable or insufficient to hold
        harmless an Indemnified Party, then the Company agrees that it shall contribute
        to the amount paid or payable by such Indemnified Party as a result of any
        claims, losses, damages or liabilities incurred by such Indemnified Party
        in
        such proportion as determined
        by a court of competent jurisdiction or arbitrator appointed pursuant to
        the
        Purchase Agreement to reflect the relative fault of such Indemnified Party
        on
        the one hand and the Company on the other.

       

      In
        the
        case of any failure of performance described in clause (ii) above, the Company
        shall promptly reimburse the Assignor, the Underwriter, BSABS I and each
        Person
        responsible for the preparation, execution or filing of any report required
        to
        be filed with the Commission, or for execution of a certification pursuant
        to
        Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act, for all costs
        reasonably incurred by each such party in order to obtain the information,
        report, certification, accountants’ letter or other material not delivered as
        required by the Company, any Subservicer, any Subcontractor or any Third-Party
        Originator.

       

      Modification
        of Purchase Agreement

       

      8.
         The
        Company and Assignor hereby amend the Purchase Agreement as
        follows:

       

      (a) The
        following definitions are added to Article I of the Purchase
        Agreement:

       

      Assignee:
        U.S.
        Bank National Association, as trustee for the holders of the Bear Stearns
        Asset
        Backed Securities I Trust 2006-AC4, Asset-Backed Certificates, Series
        2006-AC4.

       

      Nonrecoverable
        Advance:
        Any
        advance previously made by the Company pursuant to Section 5.03 or any Servicing
        Advance which, in the good faith judgment of the Company, may not be ultimately
        recoverable by the Company from Liquidation Proceeds or otherwise. The
        determination by the Company that it has made a Nonrecoverable Advance, shall
        be
        evidenced by an Officer’s Certificate of the Company delivered to the Purchaser
        and the Master Servicer and detailing the reasons for such
        determination.

       

      Pooling
        and Servicing Agreement:
        That
        certain pooling and servicing agreement, dated as of June 1, 2006, among
        BSABS
        I, the Trustee, Wells Fargo Bank, N.A. as master servicer, the Securities
        Administrator and EMC Mortgage Corporation.

       

      BSABS
        I:
        Bear
        Stearns Asset Backed Securities I LLC.

       

      Securities
        Administrator:
        Wells
        Fargo Bank, N.A.

       

      Trustee:
        U.S.
        Bank National Association, or its successor in interest, or any successor
        trustee appointed as provided in the Pooling and Servicing
        Agreement.

       

      (b) The
        definition of Business Day is deleted in its entirety and replaced with the
        following:

       

      Business
        Day:
        Any day
        other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the States
        of
        New York, Maryland or Minnesota, or (iii) a day on which banks in the States
        of
        New York, Maryland or Minnesota are authorized or obligated by law or executive
        order to be closed.

       

      (c) The
        definition of Custodial Account is deleted in its entirety and replaced with
        the
        following:

       

      Custodial
        Account:
        Each
        separate demand account or accounts created and maintained pursuant to Section
        4.04 which shall be entitled "HSBC Mortgage Corporation (USA), as Servicer,
        in
        trust for U.S. Bank National Association, as trustee for the holders
        of the Bear Stearns Asset Backed Securities I Trust 2006-AC4, Asset-Backed
        Certificates, Series 2006-AC4”,
        and
        shall be established in an Eligible Account. 

      


      (d) The
        definition of Escrow Account is deleted in its entirety and replaced with
        the
        following:

       

      Escrow
        Account:
        Each
        separate trust account or accounts created and maintained pursuant to Section
        4.06 which shall be entitled "HSBC Mortgage Corporation (USA), as Servicer,
        in
        trust for U.S. Bank National Association, as trustee for the holders
        of the Bear Stearns Asset Backed Securities I Trust 2006-AC4, Asset-Backed
        Certificates, Series 2006-AC4”,
        and
        shall be established in an Eligible Account.

      


      (e) Section
        3.02(nn) is deleted in its entirety and replaced with the
        following:

       

      “(nn) The
        Mortgagor has not notified the Company, and the Company has no knowledge
        of any
        relief requested or allowed to the Mortgagor under the Servicemembers Civil
        Relief Act;”

       

      (f) The
        following is added to the second sentence of the third paragraph of Section
        4.13
        of the Purchase Agreement:

       

      “;
        provided, however, that any REO property shall be disposed of by the Company
        before the close of the third taxable year following the taxable year in
        which
        the Mortgage Loan became an REO property, unless the Company is otherwise
        directed by the Assignee.”

       

      (g) The
        following is added as Subsection 4.05(ix) of the Purchase
        Agreement:

       

      “(ix)
        to
        reimburse itself for any Nonrecoverable Advances;”

       

      (h) Section
        11.04 of the Purchase Agreement is deleted in its entirety and replaced with
        the
        following:

       

      Section
        11.04  Governing
        Law.

       

      This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of New York without giving effect to principles of conflicts of laws
        (other than Section 5-1401 of the New York General Obligations Law) and except
        to the extent preempted by Federal law and the obligations, rights and remedies
        of the parties hereunder shall be determined in accordance with such
        laws.

       

      Miscellaneous

       

      9.
         All
        demands, notices and communications related to the Assigned Loans, the Purchase
        Agreement and this AAR Agreement shall be in writing and shall be deemed
        to have
        been duly given if personally delivered at or mailed by registered mail,
        postage
        prepaid, as follows:

       

      
        	 	
                (a)

              	
                In
                  the case of Company:

              


      

       

      HSBC
        MORTGAGE CORPORATION (USA) 

      Michael
        T
        Stilb/Senior Vice President

      2929
        Walden Avenue

      Depew,
        New York 14042

       

      
        	 	
                (b)

              	
                In
                  the case of Assignor:

              


      

       

      EMC
        Mortgage Corporation 

      2780
        Lake
        Vista Drive

      Lewisille,
        Texas 7506

      Attention:
        President or General Counsel

      Telecopier
        No.: (972) 444-2880

       

      with
        a
        copy to:

      Bear
        Stearns Mortgage Capital Corporation

      383
        Madison Avenue

      New
        York,
        New York 10179

      Attention:
        Robert Durden

      Telecopier
        No.: (212) 272-5591

       

      
        	 	
                (c)

              	
                In
                  the case of Assignee:

              


      

       

      U.S.
        Bank
        National Association,

      as
        Trustee

      One
        Federal Street, 3rd
        Floor

      Boston,
        Massachusetts 02110

      Attention:
        Corporate Trust Services - BSABS I 2006-AC4

      Telecopier
        No.: (617) 603-6638 

       

      10.
         The
        Company hereby acknowledges that Wells Fargo Bank, N.A. (the “Master Servicer”)
        has been appointed as the master servicer of the Assigned Loans pursuant
        to the
        Pooling and Servicing Agreement, dated as of June 1, 2006, among the Assignor,
        the Assignee, Bear Stearns Asset Backed Securities I LLC and the Master
        Servicer, and therefor has the right to enforce all obligations of the Company,
        as they relate to the Assigned Loans, under the Purchase Agreement. Such
        right
        will include, without limitation, the right to terminate the Company under
        the
        Purchase Agreement upon the occurrence of an event of default thereunder,
        the
        right to receive all remittances required to be made by the Company under
        the
        Purchase Agreement, the right to receive all monthly reports and other data
        required to be delivered by the Company under the Purchase Agreement, the
        right
        to examine the books and records of the Company, indemnification rights,
        and the
        right to exercise certain rights of consent and approval relating to actions
        taken by the Company. The Company shall make all distributions under the
        Purchase Agreement, as they relate to the Assigned Loans, by wire transfer
        of
        immediately available funds to:

       

      BSABS
        I
        2006-AC4 

      Wells
        Fargo
        Bank, N.A.

      ABA#
        121000248

      Account
        Name: SAS Clearing 

      Account
        #
        3970771416

      For
        Further Credit to: BSABS I 2006-AC4, Account # 50927800

       

      and
        the
        Company shall deliver all reports required to be delivered under the Purchase
        Agreement, as they relate to the Assigned Loans, to the Assignee at the address
        set forth in Section 8 herein and to the Master Servicer at:

       

      Wells
        Fargo Bank, N.A.

      9062
        Old
        Annapolis Road

      Columbia,
        Maryland 21045

      Attention:
        Client Manager BSABS I 2006-AC4

       

      11.
         A
        copy of
        all assessments, attestations, reports and certificates required to be delivered
        by the Servicer under this AAR Agreement and the Purchase Agreement shall
        be
        delivered to the Master Servicer by the date(s) specified herein or therein,
        and
        where such documents are required to be addressed to any party, such addresses
        shall include the Master Servicer and the Master Servicer shall be entitled
        to
        rely on such documents.

       

      12.
         Each
        party will pay any commissions it has incurred and the fees of its attorneys
        in
        connection with the negotiations for, documenting of and closing of the
        transactions contemplated by this AAR Agreement.

       

      13.
         This
        AAR
        Agreement shall be construed in accordance with the laws of the State of
        New
        York, without regard to conflicts of law principles, and the obligations,
        rights
        and remedies of the parties hereunder shall be determined in accordance with
        such laws.

       

      14.
         No
        term
        or provision of this AAR Agreement may be waived or modified unless such
        waiver
        or modification is in writing and signed by the party against whom such waiver
        or modification is sought to be enforced.

       

      15.
         This
        AAR
        Agreement shall inure to the benefit of the successors and assigns of the
        parties hereto. Any entity into which Assignor, Assignee or Company may be
        merged or consolidated shall, without the requirement for any further writing,
        be deemed Assignor, Assignee or Company, respectively, hereunder.

       

      16.
         This
        AAR
        Agreement shall survive the conveyance of the Assigned Loans, the assignment
        of
        the Purchase Agreement to the extent of the Assigned Loans by Assignor to
        Assignee and the termination of the Purchase Agreement.

       

      17.
         This
        AAR
        Agreement may be executed simultaneously in any number of counterparts. Each
        counterpart shall be deemed to be an original and all such counterparts shall
        constitute one and the same instrument.

       

      18.
         In
        the
        event that any provision of this AAR Agreement conflicts with any provision
        of
        the Purchase Agreement with respect to the Assigned Loans, the terms of this
        AAR
        Agreement shall control. 

       

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        




      IN
        WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of
        the
        day and year first above written.

       

      

        
          	 	
                  EMC
                    MORTGAGE CORPORATION

                  Assignor

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 
	 	 
	 	 
	 	
                  U.S.
                    BANK NATIONAL ASSOCIATION, not individually but solely as Trustee
                    for
                    

                  the
                    Bear Stearns Asset Backed Securities I Trust 2006-AC4, Asset-Backed
                    Certificates, Series 2006-AC4 Assignee

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	
                  Maryellen
                    Hunter

                
	 	
                  Title:

                	
                  Assistant
                    Vice President

                
	 	 
	 	 
	 	
                  HSBC
                    MORTGAGE CORPORATION

                  (USA)

                  Company

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 
	 	 
	 	
                  Acknowledged
                    and Agreed

                
	 	 
	 	
                  WELLS
                    FARGO BANK, N.A.

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 
	 	 
	 	
                  BEAR
                    STEARNS ASSET BACKED SECURITIES I LLC

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	
                  Joseph
                    T. Jurkowski, Jr.

                
	 	
                  Title:

                	
                  Vice
                    President

                


        

      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



       

      ATTACHMENT
        1

       

      ASSIGNED
        LOAN SCHEDULE

       

       

      (Available
        upon request)

       

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      ATTACHMENT
        2

       

      PURCHASE
        AGREEMENT

       

      (Available
        upon request)

       

       



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      S

    


    REPORTING
      DATA FOR MONTHLY REPORT

    


    
      	
              Standard
                File Layout - Master Servicing

            
	
              Column
                Name

            	
              Description

            	
              Decimal

            	
              Format
                Comment

            	
              Max
                Size

            
	
              SER_INVESTOR_NBR

            	
              A
                value assigned by the Servicer to define a group of loans.


            	 	
              Text
                up to 10 digits

            	
              20

            
	
              LOAN_NBR

            	
              A
                unique identifier assigned to each loan by the investor.

            	 	
              Text
                up to 10 digits

            	
              10

            
	
              SERVICER_LOAN_NBR

            	
              A
                unique number assigned to a loan by the Servicer. This may be different
                than the LOAN_NBR.

            	 	
              Text
                up to 10 digits

            	
              10

            
	
              BORROWER_NAME

            	
              The
                borrower name as received in the file. It is not separated by first
                and
                last name.

            	 	
              Maximum
                length of 30 (Last, First)

            	
              30

            
	
              SCHED_PAY_AMT

            	
              Scheduled
                monthly principal and scheduled interest payment that a borrower
                is
                expected to pay, P&I constant.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NOTE_INT_RATE

            	
              The
                loan interest rate as reported by the Servicer.

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              NET_INT_RATE

            	
              The
                loan gross interest rate less the service fee rate as reported by
                the
                Servicer.

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              SERV_FEE_RATE

            	
              The
                servicer's fee rate for a loan as reported by the
                Servicer.

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              SERV_FEE_AMT

            	
              The
                servicer's fee amount for a loan as reported by the
                Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NEW_PAY_AMT

            	
              The
                new loan payment amount as reported by the Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NEW_LOAN_RATE

            	
              The
                new loan rate as reported by the Servicer.

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              ARM_INDEX_RATE

            	
              The
                index the Servicer is using to calculate a forecasted
                rate.

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              ACTL_BEG_PRIN_BAL

            	
              The
                borrower's actual principal balance at the beginning of the processing
                cycle.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_END_PRIN_BAL

            	
              The
                borrower's actual principal balance at the end of the processing
                cycle.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              BORR_NEXT_PAY_DUE_DATE

            	
              The
                date at the end of processing cycle that the borrower's next payment
                is
                due to the Servicer, as reported by Servicer.

            	 	
              MM/DD/YYYY

            	
              10

            
	
              SERV_CURT_AMT_1

            	
              The
                first curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_1

            	
              The
                curtailment date associated with the first curtailment
                amount.

            	 	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_
                AMT_1

            	
              The
                curtailment interest on the first curtailment amount, if
                applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_AMT_2

            	
              The
                second curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_2

            	
              The
                curtailment date associated with the second curtailment
                amount.

            	 	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_
                AMT_2

            	
              The
                curtailment interest on the second curtailment amount, if
                applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_AMT_3

            	
              The
                third curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_3

            	
              The
                curtailment date associated with the third curtailment
                amount.

            	 	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_AMT_3

            	
              The
                curtailment interest on the third curtailment amount, if
                applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PIF_AMT

            	
              The
                loan "paid in full" amount as reported by the Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PIF_DATE

            	
              The
                paid in full date as reported by the Servicer.

            	 	
              MM/DD/YYYY

            	
              10

            
	 	 	 	
              Action
                Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                65=Repurchase,70=REO

            	
              2

            
	
              ACTION_CODE

            	
              The
                standard FNMA numeric code used to indicate the default/delinquent
                status
                of a particular loan.

            
	
              INT_ADJ_AMT

            	
              The
                amount of the interest adjustment as reported by the
                Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SOLDIER_SAILOR_ADJ_AMT

            	
              The
                Soldier and Sailor Adjustment amount, if applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NON_ADV_LOAN_AMT

            	
              The
                Non Recoverable Loan Amount, if applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              LOAN_LOSS_AMT

            	
              The
                amount the Servicer is passing as a loss, if applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_BEG_PRIN_BAL

            	
              The
                scheduled outstanding principal amount due at the beginning of the
                cycle
                date to be passed through to investors.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_END_PRIN_BAL

            	
              The
                scheduled principal balance due to investors at the end of a processing
                cycle.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_PRIN_AMT

            	
              The
                scheduled principal amount as reported by the Servicer for the current
                cycle -- only applicable for Scheduled/Scheduled Loans.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_NET_INT

            	
              The
                scheduled gross interest amount less the service fee amount for the
                current cycle as reported by the Servicer -- only applicable for
                Scheduled/Scheduled Loans.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_PRIN_AMT

            	
              The
                actual principal amount collected by the Servicer for the current
                reporting cycle -- only applicable for Actual/Actual
                Loans.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_NET_INT

            	
              The
                actual gross interest amount less the service fee amount for the
                current
                reporting cycle as reported by the Servicer -- only applicable for
                Actual/Actual Loans.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PREPAY_PENALTY_
                AMT

            	
              The
                penalty amount received when a borrower prepays on his loan as reported
                by
                the Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PREPAY_PENALTY_
                WAIVED

            	
              The
                prepayment penalty amount for the loan waived by the
                servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              MOD_DATE

            	
              The
                Effective Payment Date of the Modification for the loan.

            	 	
              MM/DD/YYYY

            	
              10

            
	
              MOD_TYPE

            	
              The
                Modification Type.

            	 	
              Varchar
                - value can be alpha or numeric

            	
              30

            
	
              DELINQ_P&I_ADVANCE_AMT

            	
              The
                current outstanding principal and interest advances made by
                Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            


    

    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      T

    


    REPORTING
      DATA FOR DEFAULTED LOANS

    


    Standard
      File Layout - Delinquency Reporting

    


    
      	
              Column/Header
                Name

            	
              Description

            	
              Decimal

            	
              Format
                Comment

            
	
              SERVICER_LOAN_NBR

            	
              A
                unique number assigned to a loan by the Servicer. This may be different
                than the LOAN_NBR

            	 	
               

            
	
              LOAN_NBR

            	
              A
                unique identifier assigned to each loan by the originator.

            	 	
               

            
	
              CLIENT_NBR

            	
              Servicer
                client number

            	 	 
	
              SERV_INVESTOR_NBR

            	
              Contains
                a unique number as assigned by an external servicer to identify a
                group of
                loans in their system.

            	 	
               

            
	
              BORROWER_FIRST_NAME

            	
              First
                name of the borrower.

            	 	 
	
              BORROWER_LAST_NAME

            	
              Last
                name of the borrower.

            	 	 
	
              PROP_ADDRESS

            	
              Street
                name and number of property

            	 	
               

            
	
              PROP_STATE

            	
              The
                state where the property located.

            	 	
               

            
	
              PROP_ZIP

            	
              Zip
                code where the property is located.

            	 	
               

            
	
              BORR_NEXT_PAY_DUE_DATE

            	
              The
                date that the borrower's next payment is due to the servicer at the
                end of
                processing cycle, as reported by Servicer.

            	 	
              MM/DD/YYYY

            
	
              LOAN_TYPE

            	
              Loan
                type (i.e. FHA, VA, Conv)

            	 	
               

            
	
              BANKRUPTCY_FILED_DATE

            	
              The
                date a particular bankruptcy claim was filed.

            	 	
              MM/DD/YYYY

            
	
              BANKRUPTCY_CHAPTER_CODE

            	
              The
                chapter under which the bankruptcy was filed.

            	 	
               

            
	
              BANKRUPTCY_CASE_NBR

            	
              The
                case number assigned by the court to the bankruptcy
                filing.

            	 	
               

            
	
              POST_PETITION_DUE_DATE

            	
              The
                payment due date once the bankruptcy has been approved by the
                courts

            	 	
              MM/DD/YYYY

            
	
              BANKRUPTCY_DCHRG_DISM_DATE

            	
              The
                date the loan Is removed from bankruptcy. Either by dismissal, discharge
                and/or a motion for relief was granted. 

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_APPR_DATE

            	
              The
                date the loss mitigation was approved by the servicer

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_TYPE

            	
              The
                type of loss mitigation approved for a loan such as;

            	 	 
	
              LOSS_MIT_EST_COMP_DATE

            	
              The
                date the loss mitigation plan Is scheduled to end/close

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_ACT_COMP_DATE

            	
              The
                date the loss mitigation Is actually completed

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_APPROVED_DATE

            	
              The
                date DA Admin sends a letter to the servicer with instructions to
                begin
                foreclosure proceedings.

            	 	
              MM/DD/YYYY

            
	
              ATTORNEY_REFERRAL_DATE

            	
              Date
                file was referred to attorney to pursue foreclosure

            	 	
              MM/DD/YYYY

            
	
              FIRST_LEGAL_DATE

            	
              Notice
                of 1st legal filed by an attorney in a foreclosure action

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_EXPECTED_DATE

            	
              The
                date by which a foreclosure sale is expected to occur.

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_DATE

            	
              The
                actual date of the foreclosure sale.

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_AMT

            	
              The
                amount a property sold for at the foreclosure sale.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              EVICTION_START_DATE

            	
              The
                date the servicer initiates eviction of the borrower.

            	 	
              MM/DD/YYYY

            
	
              EVICTION_COMPLETED_DATE

            	
              The
                date the court revokes legal possession of the property from the
                borrower.

            	 	
              MM/DD/YYYY

            
	
              LIST_PRICE

            	
              The
                price at which an REO property is marketed.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              LIST_DATE

            	
              The
                date an REO property is listed at a particular price.

            	 	
              MM/DD/YYYY

            
	
              OFFER_AMT

            	
              The
                dollar value of an offer for an REO property.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              OFFER_DATE_TIME

            	
              The
                date an offer is received by DA Admin or by the Servicer.

            	 	
              MM/DD/YYYY

            
	
              REO_CLOSING_DATE

            	
              The
                date the REO sale of the property is scheduled to close.

            	 	
              MM/DD/YYYY

            
	
              REO_ACTUAL_CLOSING_DATE

            	
              Actual
                date Of REO sale

            	 	
              MM/DD/YYYY

            
	
              OCCUPANT_CODE

            	
              Classification
                of how the property is occupied.

            	 	
               

            
	
              PROP_CONDITION_CODE

            	
              A
                code that indicates the condition of the property.

            	 	
               

            
	
              PROP_INSPECTION_DATE

            	
              The
                date a property inspection is performed.

            	 	
              MM/DD/YYYY

            
	
              APPRAISAL_DATE

            	
              The
                date the appraisal was done.

            	 	
              MM/DD/YYYY

            
	
              CURR_PROP_VAL

            	
               The
                current "as is" value of the property based on brokers price opinion
                or
                appraisal.

            	
              2

            	
               

            
	
              REPAIRED_PROP_VAL

            	
              The
                amount the property would be worth if repairs are completed pursuant
                to a
                broker's price opinion or appraisal.

            	
              2

            	
               

            
	
              If
                applicable:

            	
               

            	 	
               

            
	
              DELINQ_STATUS_CODE

            	
              FNMA
                code describing status of loan

            	 	 
	
              DELINQ_REASON_CODE

            	
              The
                circumstances which caused a borrower to stop paying on a loan. Code
                indicates the reason why the loan is in default for this
                cycle.

            	 	 
	
              MI_CLAIM_FILED_DATE

            	
              Date
                mortgage insurance claim was filed with mortgage insurance
                company.

            	 	
              MM/DD/YYYY

            
	
              MI_CLAIM_AMT

            	
              Amount
                of mortgage insurance claim filed

            	 	
              No
                commas(,) or dollar signs ($)

            
	
              MI_CLAIM_PAID_DATE

            	
              Date
                mortgage insurance company disbursed claim payment

            	 	
              MM/DD/YYYY

            
	
              MI_CLAIM_AMT_PAID

            	
              Amount
                mortgage insurance company paid on claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              POOL_CLAIM_FILED_DATE

            	
              Date
                claim was filed with pool insurance company

            	 	
              MM/DD/YYYY

            
	
              POOL_CLAIM_AMT

            	
              Amount
                of claim filed with pool insurance company

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              POOL_CLAIM_PAID_DATE

            	
              Date
                claim was settled and the check was issued by the pool
                insurer

            	 	
              MM/DD/YYYY

            
	
              POOL_CLAIM_AMT_PAID

            	
              Amount
                paid on claim by pool insurance company

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_A_CLAIM_FILED_DATE

            	
               Date
                FHA Part A Claim was filed with HUD

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_A_CLAIM_AMT

            	
               Amount
                of FHA Part A claim filed

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_A_CLAIM_PAID_DATE

            	
               Date
                HUD disbursed Part A claim payment

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_A_CLAIM_PAID_AMT

            	
               Amount
                HUD paid on Part A claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_B_CLAIM_FILED_DATE

            	
                Date
                FHA Part B claim was filed with HUD

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_B_CLAIM_AMT

            	
                Amount
                of FHA Part B claim filed

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_B_CLAIM_PAID_DATE

            	
                 Date
                HUD disbursed Part B claim payment

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_B_CLAIM_PAID_AMT

            	
               Amount
                HUD paid on Part B claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              VA_CLAIM_FILED_DATE

            	
               Date
                VA claim was filed with the Veterans Admin

            	 	
              MM/DD/YYYY

            
	
              VA_CLAIM_PAID_DATE

            	
               Date
                Veterans Admin. disbursed VA claim payment

            	 	
              MM/DD/YYYY

            
	
              VA_CLAIM_PAID_AMT

            	
               Amount
                Veterans Admin. paid on VA claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            


    

     

     

    Exhibit
      2: Standard File Codes - Delinquency
      Reporting

     

    The
      Loss
      Mit Type
      field
      should show the approved Loss Mitigation Code as follows: 

     

    
      	
              ·  ASUM-

            	
              Approved
                Assumption

            
	
              ·  BAP-

            	
              Borrower
                Assistance Program

            
	
              ·  CO-

            	
              Charge
                Off

            
	
              ·  DIL-

            	
              Deed-in-Lieu

            
	
              ·  FFA-

            	
              Formal
                Forbearance Agreement

            
	
              ·  MOD-

            	
              Loan
                Modification

            
	
              ·  PRE-

            	
              Pre-Sale

            
	
              ·  SS-

            	
              Short
                Sale

            
	
              ·  MISC-

            	
              Anything
                else approved by the PMI or Pool
                Insurer

            


    

     

     

    NOTE:
      Wells Fargo Bank will accept alternative Loss Mitigation Types to those above,
      provided that they are consistent with industry standards. If Loss Mitigation
      Types other than those above are used, the Servicer must supply Wells Fargo
      Bank
      with a description of each of the Loss Mitigation Types prior to sending the
      file.

     

    The
      Occupant
      Code
      field should show the current status of the property code as
      follows:

     

    
      	·  	
              Mortgagor

            


    

     

    
      	·  	
              Tenant

            


    

     

    
      	·  	
              Unknown
                

            


    

     

    
      	·  	
              Vacant

            


    

     

     

    The
      Property
      Condition
      field should show the last reported condition of the property as follows:


     

    
      	·  	
              Damaged

            


    

     

    
      	·  	
              Excellent

            


    

     

    
      	·  	
              Fair

            


    

     

    
      	·  	
              Gone

            


    

     

    
      	·  	
              Good

            


    

     

    
      	·  	
              Poor

            


    

     

    
      	·  	
              Special
                Hazard

            


    

     

    
      	·  	
              Unknown

            


    

     

    


    Exhibit
      2: Standard File Codes - Delinquency Reporting,
Continued

     

    The
      FNMA
      Delinquent Reason Code
      field should show the Reason for Delinquency as follows: 

     

    


    
      	
              Delinquency
                Code

            	
              Delinquency
                Description

            
	
              001

            	
              FNMA-Death
                of principal mortgagor

            
	
              002

            	
              FNMA-Illness
                of principal mortgagor

            
	
              003

            	
              FNMA-Illness
                of mortgagor’s family member

            
	
              004

            	
              FNMA-Death
                of mortgagor’s family member

            
	
              005

            	
              FNMA-Marital
                difficulties

            
	
              006

            	
              FNMA-Curtailment
                of income

            
	
              007

            	
              FNMA-Excessive
                Obligation

            
	
              008

            	
              FNMA-Abandonment
                of property

            
	
              009

            	
              FNMA-Distant
                employee transfer

            
	
              011

            	
              FNMA-Property
                problem

            
	
              012

            	
              FNMA-Inability
                to sell property

            
	
              013

            	
              FNMA-Inability
                to rent property

            
	
              014

            	
              FNMA-Military
                Service

            
	
              015

            	
              FNMA-Other

            
	
              016

            	
              FNMA-Unemployment

            
	
              017

            	
              FNMA-Business
                failure

            
	
              019

            	
              FNMA-Casualty
                loss

            
	
              022

            	
              FNMA-Energy
                environment costs

            
	
              023

            	
              FNMA-Servicing
                problems

            
	
              026

            	
              FNMA-Payment
                adjustment

            
	
              027

            	
              FNMA-Payment
                dispute

            
	
              029

            	
              FNMA-Transfer
                of ownership pending

            
	
              030

            	
              FNMA-Fraud

            
	
              031

            	
              FNMA-Unable
                to contact borrower

            
	
              INC

            	
              FNMA-Incarceration

            


    

    


    


    Exhibit
      2: Standard File Codes - Delinquency Reporting,
Continued

     

    The
      FNMA
      Delinquent Status Code
      field should show the Status of Default as follows: 

     

    


    
      	
              Status
                Code

            	
              Status
                Description

            
	
              09

            	
              Forbearance

            
	
              17

            	
              Pre-foreclosure
                Sale Closing Plan Accepted

            
	
              24

            	
              Government
                Seizure

            
	
              26

            	
              Refinance

            
	
              27

            	
              Assumption

            
	
              28

            	
              Modification

            
	
              29

            	
              Charge-Off

            
	
              30

            	
              Third
                Party Sale

            
	
              31

            	
              Probate

            
	
              32

            	
              Military
                Indulgence

            
	
              43

            	
              Foreclosure
                Started

            
	
              44

            	
              Deed-in-Lieu
                Started

            
	
              49

            	
              Assignment
                Completed

            
	
              61

            	
              Second
                Lien Considerations

            
	
              62

            	
              Veteran’s
                Affairs-No Bid

            
	
              63

            	
              Veteran’s
                Affairs-Refund

            
	
              64

            	
              Veteran’s
                Affairs-Buydown

            
	
              65

            	
              Chapter
                7 Bankruptcy

            
	
              66

            	
              Chapter
                11 Bankruptcy

            
	
              67

            	
              Chapter
                13 Bankruptcy

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    EXHIBIT
      U

    


    REPORTING
      DATA FOR REALIZED LOSSES AND GAINS

    


    Calculation
      of Realized Loss/Gain Form 332- Instruction Sheet

    


    NOTE:
      Do not net or combine items. Show all expenses individually and all credits
      as
      separate line items. Claim packages are due on the remittance report date.
      Late
      submissions may result in claims not being passed until the following month.
      The
      Servicer is responsible to remit all funds pending loss approval and /or
      resolution of any disputed items. 

     

    
      	(a)  	 


    

     

    
      	(b)  	
                  The
                numbers on the 332 form correspond with the numbers listed
                below.

            


    

     

    Liquidation
      and Acquisition Expenses:

    
      	
              1.

            	
              The
                Actual Unpaid Principal Balance of the Mortgage Loan. For documentation,
                an Amortization Schedule from date of default through liquidation
                breaking
                out the net interest and servicing fees advanced is
                required.

            
	 	 
	
              2.

            	
              The
                Total Interest Due less the aggregate amount of servicing fee that
                would
                have been earned if all delinquent payments had been made as agreed.
                For
                documentation, an Amortization Schedule from date of default through
                liquidation breaking out the net interest and servicing fees advanced
                is
                required.

            
	 	 
	
              3.
                

            	
              Accrued
                Servicing Fees based upon the Scheduled Principal Balance of the
                Mortgage
                Loan as calculated on a monthly basis. For documentation, an Amortization
                Schedule from date of default through liquidation breaking out the
                net
                interest and servicing fees advanced is required.

            
	 	 
	
              4-12.

            	
              Complete
                as applicable. Required documentation:

            
	 	 


    

    *
      For
      taxes and insurance advances - see page 2 of 332 form - breakdown required
      showing period

     

    of
      coverage, base tax, interest, penalty. Advances prior to default require
      evidence of servicer efforts to recover advances.

     

    *
      For
      escrow advances - complete payment history 

     

    (to
      calculate advances from last positive escrow balance forward)

     

    *
      Other
      expenses -  copies of corporate advance history showing all payments


     

    *
      REO
      repairs > $1500 require explanation

     

    *
      REO
      repairs >$3000 require evidence of at least 2 bids.

     

    *
      Short
      Sale or Charge Off require P&L supporting the decision and WFB’s approved
      Officer Certificate 

     

    *
      Unusual
      or extraordinary items may require further documentation. 

     

    13. 
        The
      total
      of lines 1 through 12.

     

    
      	(c)  	
                      Credits:
                

            


    

     

    
      	
              14-21.

            	
                   
                Complete as applicable. Required
                documentation:

            


    

     

    *
      Copy of
      the HUD 1 from the REO sale. If a 3rd
      Party
      Sale, bid instructions and Escrow Agent / Attorney

     

    Letter
      of
      Proceeds Breakdown.

     

    *
      Copy of
      EOB for any MI or gov't guarantee 

     

    *
      All
      other credits need to be clearly defined on the 332
      form      
     

     

     

    
      	
              22.

            	
                   
                The total of lines 14 through 21.

            


    

     

    Please
      Note: For
      HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for
      Part
      B/Supplemental proceeds.

     

    Total
      Realized Loss (or Amount of Any Gain)

     

    23.     The
      total
      derived from subtracting line 22 from 13. If the amount represents a realized
      gain, show the amount in parenthesis ( ). 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    Calculation
      of Realized Loss/Gain Form 332

    


     

    
      	
              Prepared
                by: __________________

            	
              Date:
                _______________

            
	
              Phone:
                ______________________ 

            	
              Email
                Address:_____________________

            


    

     

     

    
      	
              Servicer
                Loan No.

            	 	
              Servicer
                Name

            	 	
              Servicer
                Address 

               

            


    

     

    WELLS
      FARGO BANK, N.A. Loan No._____________________________

     

    Borrower's
      Name: _________________________________________________________

     

    Property
      Address: _________________________________________________________

     

    Liquidation
      Type: REO Sale  
      3rd
      Party Sale  Short
      Sale     Charge
      Off 

     

    Was
      this loan granted a Bankruptcy deficiency or cramdown  Yes      No

     

    If
“Yes”,
      provide deficiency or cramdown amount
      _______________________________

     

    Liquidation
      and Acquisition Expenses:

     

    
      	
              (1)

            	
              Actual
                Unpaid Principal Balance of Mortgage Loan

            	
              $
                ______________

            	
              (1)

            
	
              (2)

            	
              Interest
                accrued at Net Rate

            	
              ________________

            	
              (2)

            
	
              (3)

            	
              Accrued
                Servicing Fees

            	
              ________________

            	
              (3)

            
	
              (4)

            	
              Attorney's
                Fees

            	
              ________________

            	
              (4)

            
	
              (5)

            	
              Taxes

            	
              ________________

            	
              (5)

            
	
              (6)

            	
              Property
                Maintenance

            	
              ________________

            	
              (6)

            
	
              (7)

            	
              MI/Hazard
                Insurance Premiums

            	
              ________________

            	
              (7)

            
	
              (8)

            	
              Utility
                Expenses

            	
              ________________

            	
              (8)

            
	
              (9)

            	
              Appraisal/BPO

            	
              ________________

            	
              (9)

            
	
              (10)

            	
              Property
                Inspections

            	
              ________________

            	
              (10)

            
	
              (11)

            	
              FC
                Costs/Other Legal Expenses

            	
              ________________

            	
              (11)

            
	
              (12)

            	
              Other
                (itemize)

            	
              $________________

            	
              (12)

            
	
              Cash
                for Keys__________________________

            	 	
              ________________

            	 
	
              HOA/Condo
                Fees_______________________

            	 	
              ________________

            	 
	
              ______________________________________

            	 	
              ________________

            	 
	
              ______________________________________

            	 	
              ________________

            	 
	
              Total
                Expenses

            	 	
              $
                _______________

            	
              (13)

            
	
              Credits:

            	 	 	 
	
              (14)

            	
              Escrow
                Balance

            	
              $
                _______________

            	
              (14)

            
	
              (15)

            	
              HIP
                Refund

            	
              ________________

            	
              (15)

            
	
              (16)

            	
              Rental
                Receipts

            	
              ________________

            	
              (16)

            
	
              (17)

            	
              Hazard
                Loss Proceeds

            	
              ________________

            	
              (17)

            
	
              (18)

            	
              Primary
                Mortgage Insurance Proceeds

            	
              ________________

            	
              (18)

            
	 	
              HUD
                Part A

            	
              ________________

            	
              (18a)

            
	 	
              HUD
                Part B

            	
              ________________

            	
              (18b)

            
	
              (19)

            	
              Pool
                Insurance Proceeds

            	
              ________________

            	
              (19)

            
	
              (20)

            	
              Proceeds
                from Sale of Acquired Property

            	
              ________________

            	
              (20)

            
	
              (21)

            	
              Other
                (itemize)

            	
              ________________

            	
              (21)

            
	
              _________________________________________

            	 	
              _________________

            	 
	
              _________________________________________

            	 	
              _________________

            	 
	
              Total
                Credits

            	
              $________________

            	
              (22)

            	 
	
              Total
                Realized Loss (or Amount of Gain)

            	
              $________________

            	
              (23)

            	 


    

    


    


    


    
      	
              Type

              (Tax
                /Ins.)

            	
              Date
                Paid

            	
              Period
                of Coverage

            	
              Total
                Paid

            	
              Base
                Amount

            	
              Penalties

            	
              Interest