UNITED STATES
                             SECURITIES AND EXCHANGE COMMISSION
                                   WASHINGTON, D.C. 20549



                                          FORM 10-K


  (Mark one)

  /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the fiscal year ended December 31, 2006

      OR



  / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934


       Commission file number:  333-131374-15

       Bear Stearns Asset Backed Securities I Trust 2006-3
       (exact name of issuing entity as specified in its charter)

       Bear Stearns Asset Backed Securities I LLC.
       (exact name of the depositor as specified in its charter)

       EMC Mortgage Corporation
       (exact name of the sponsor as specified in its charter)


  New York                                          54-2197635
  (State or other jurisdiction of                   54-2197636
  incorporation or organization)                    (I.R.S. Employer
                                                    Identification No.)


   c/o Wells Fargo Bank, N.A.
   9062 Old Annapolis Road
   Columbia, MD                                21045
  (Address of principal executive offices)    (Zip Code)


  Registrant's telephone number, including area code: (410) 884-2000


  Securities registered pursuant to Section 12(b) of the Act:

        NONE.


  Securities registered pursuant to Section 12(g) of the Act:

        NONE.


  Indicate by check mark if the registrant is a well-known seasoned issuer,
  as defined in Rule 405 of the Securities Act.

        Yes  ___     No  X


  Indicate by check mark if the registrant is not required to file reports
  pursuant to Section 13 or Section 15(d) of the Act.

        Yes  ___     No  X


  Indicate by check mark whether the registrant (1) has filed all reports
  required to be filed by Section 13 or 15(d) of the Securities Exchange
  Act of 1934 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.

        Yes  X       No  ___


  Indicate by check mark if disclosure of delinquent filers pursuant to
  Item 405 of Regulation S-K ( 229.405 of this chapter) is not contained
  herein, and will not be contained, to the best of registrant's knowledge,
  in definitive proxy or information statements incorporated by reference
  in Part III of this Form 10-K or any amendment to this Form 10-K.

        Not applicable.


  Indicate by check mark whether the registrant is a large accelerated filer,
  an accelerated filer, or a non-accelerated filer. See definition of
  "accelerated filer and large accelerated filer" in Rule 12b-2 of the
  Exchange Act. (Check one):


  Large accelerated filer ___  Accelerated filer ___  Non-accelerated filer X


  Indicate by check mark whether the registrant is a shell company (as
  defined in Rule 12b-2 of the Act).

        Yes  ___     No  X


  State the aggregate market value of the voting and non-voting common
  equity held by non-affiliates computed by reference to the price at which
  the common equity was last sold, or the average bid and asked price of
  such common equity, as of the last business day of the registrant's most
  recently completed second fiscal quarter.

        Not applicable.


     Documents Incorporated by Reference

  List hereunder the following documents if incorporated by reference and
  the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the
  document is incorporated: (1)Any annual report to security holders; (2)
  Any proxy or information statement; and (3)Any prospectus filed pursuant
  to Rule 424(b) or (c) under the Securities Act of 1933. The listed
  documents should be clearly described for identification purposes (e.g.,
  annual report to security holders for fiscal year ended December 24, 1980).

        Not applicable.


                                   PART I
  Item 1.  Business.

            Omitted.


  Item 1A.  Risk Factors.

            Omitted.


  Item 1B.  Unresolved Staff Comments.

            None.


  Item 2.  Properties.

            Omitted.


  Item 3.  Legal Proceedings.

            Omitted.


  Item 4.  Submission of Matters to a Vote of Security Holders.

            Omitted.


                                PART II

  Item 5. Market for Registrants Common Equity, Related Stockholder
         Matters and Issuer Purchases of Equity Securities.

            Omitted.


  Item 6.  Selected Financial Data.

            Omitted.


  Item 7.  Management's Discussion and Analysis of Financial Condition and
           Results of Operations.

            Omitted.


  Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

            Omitted.


  Item 8.  Financial Statements and Supplementary Data.

            Omitted.


  Item 9.  Changes in and Disagreements With Accountants on Accounting and
           Financial Disclosure.

            Omitted.


  Item 9A. Controls and Procedures.

            Omitted.


  Item 9A(T). Controls and Procedures.

            Omitted.


  Item 9B. Other Information.

            None.


                                PART III

  Item 10. Directors, Executive Officers and Corporate Governance.

            Omitted.


  Item 11. Executive Compensation.

            Omitted.

  Item 12. Security Ownership of Certain Beneficial Owners and
           Management and Related Stockholder Matters.

            Omitted.


  Item 13. Certain Relationships and Related Transactions, and Director
           Independence.

            Omitted.


  Item 14. Principal Accounting Fees and Services.

            Omitted.



                ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB

  Item 1112(b) of Regulation AB, Significant Obligor Financial Information.

            No single obligor represents more than 10% of the pool assets held
            by this transaction.


  Item 1114(b)(2) and 1115(b) of Regulation AB, Significant Enhancement
             Provider Financial Information.



            None.


  Item 1117 of Regulation AB, Legal Proceedings.

            The registrant knows of no material pending legal proceedings
            involving the Trust and all parties related to such Trust, other
            than routine litigation incidental to the duties of those respective
            parties.



  Item 1119 of Regulation AB, Affiliations and Certain Relationships and
             Related Transactions.


            On February 9, 2007, Bear Stearns Residential Mortgage Corporation,
            a wholly owned subsidiary of The Bear Stearns Companies Inc. and an
            affiliate of the Registrant, acquired certain assets used in the
            subprime wholesale mortgage banking division of Performance Credit
            Corporation (formerly known as Encore Credit Corp.) ("PCC"), a
            California corporation that, until February 9, 2007, originated and
            purchased one-to four-family residential mortgage loans offered to
            borrowers with a particular emphasis on "nonconforming" borrowers
            who generally do not satisfy the credit, collateral, documentation
            or other standards required by conventional mortgage lenders and
            loan buyers.


  Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.


            The servicing criteria have been completed within the manner stated
            in the governing documents and are attached hereto under Item 15.

            The 1122 statements for Wells Fargo Bank, National Association
            (Corporate Trust Services) has disclosed material noncompliance with
            criterion 1122(d)(3)(i), as applicable to the Company during the
            twelve months ended December 31, 2006.  Certain monthly investor or
            remittance reports included errors in the calculation and/or the
            reporting of delinquencies for the pool assets.


            The 1122 statements for Wells Fargo Bank, N.A. (servicer) has
            disclosed the following instances of material noncompliance with
            certain servicing criteria applicable to the Company during the year
            ended December 31, 2006:

            1. 1122(d)(3)(i) - Delinquency Reporting - The Company provided
               incomplete data to some third parties who use such data to
               calculate delinquency ratios and determine the status of loans
               with respect to bankruptcy, foreclosure or real estate owned.
               Instead of the actual due date being provided for use in
               calculating delinquencies, the date of the first payment due to
               the security was provided.

            2. 1122(d)(4)(vii) - Notification of Intent to Foreclose - The
               Company, as required by certain servicing agreements, did not
               provide investors with prior notification of intent to foreclose.



  Item 1123 of Regulation AB, Servicer Compliance Statement.


            The servicer compliance statements have been completed within the
            manner stated in the governing documents and are attached hereto
            under Item 15.





                                PART IV


  Item 15. Exhibits, Financial Statement Schedules.

    (a) Exhibits

  (4.1) Pooling and Servicing Agreement, dated as of July 1, 2006, amound Bear
        Stearns Asset Backed Securities I LLC, as depositor, EMC Mortgage
        Corporation, as sponsor, Wells Fargo Bank, N.A., as master servicer and
        securities administrator and JPMorgan Chase Bank, N.A., as trustee (As
        previously filed on Form 8-K filed on August 25, 2006 and is hereby
        incorporated by reference into this report on Form 10-K)


  (4.2) Amendment to the Pooling and Servicing Agreement, dated as of December
        5, 2006, among Bear Stearns Asset Backed Securities I LLC, as depositor,
        Wells Fargo Bank, National Association, as master servicer and as
        securities administrator, EMC Mortgage Corporation, as sponsor, and The
        Bank of New York, as successor to JP Morgan Chase Bank, N.A., as trustee
        (As previously filed on Form 8-K filed on January 4, 2007 and is hereby
        incorporated by reference into this report on Form 10-K).

 (10.1) Seller's Warranties and Servicing Agreement, dated as of July 1, 2006
        among EMC Mortgage Corporation as purchaser and Wells Fargo Bank, N.A.
        as company.

 (10.2) Servicing Agreement, dated as of July 1, 2006 among Bear Stearns Asset
        Backed Securities I LLC as owner and EMC Mortgage Corporation as
        servicer.

   (31) Rule 13a-14(d)/15d-14(d) Certifications.

   (33) Reports on assessment of compliance with servicing criteria for
        asset-backed securities.



      <TABLE>

      
         <c>
      a) Assurant Inc. as Sub-Contractor for EMC Mortgage Corporation  <F1>
      b) EMC Mortgage Corporation, as Servicer <F1>
      c) LandAmerica Tax and Flood Services as Sub-Contractor for EMC Mortgage Corporation  <F1>
      d) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A.  <F1>
      e) Wells Fargo Bank, N.A., as Servicer <F1>
      f) Wells Fargo Bank, N.A., as Master Servicer <F1>
      g) Wells Fargo Bank, N.A., as Securities Administrator <F1>
      h) Wells Fargo Bank, N.A., as Custodian <F1>
      i) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A.  <F1>

      </TABLE>

     (34) Attestation reports on assessment of compliance with servicing
          criteria for asset-backed securities.

      <TABLE>

      
        <c>
      a) Assurant Inc. as Sub-Contractor for EMC Mortgage Corporation  <F1>
      b) EMC Mortgage Corporation, as Servicer <F1>
      c) LandAmerica Tax and Flood Services as Sub-Contractor for EMC Mortgage Corporation  <F1>
      d) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A.  <F1>
      e) Wells Fargo Bank, N.A., as Servicer <F1>
      f) Wells Fargo Bank, N.A., as Master Servicer <F1>
      g) Wells Fargo Bank, N.A., as Securities Administrator <F1>
      h) Wells Fargo Bank, N.A., as Custodian <F1>
      i) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A.  <F1>

      </TABLE>

     (35) Servicer compliance statement.

      <TABLE>

      
         <c>
      a) Assurant Inc. as Sub-Contractor for EMC Mortgage Corporation  <F2>
      b) EMC Mortgage Corporation, as Servicer <F1>
      c) LandAmerica Tax and Flood Services as Sub-Contractor for EMC Mortgage Corporation  <F2>
      d) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A.  <F2>
      e) Wells Fargo Bank, N.A., as Servicer <F1>
      f) Wells Fargo Bank, N.A., as Master Servicer <F1>
      g) Wells Fargo Bank, N.A., as Securities Administrator <F1>
      h) Wells Fargo Bank, N.A., as Custodian <F2>
      i) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A.  <F2>

      </TABLE>

   (b) Not applicable.

   (c) Omitted.


  <F1> Filed herewith.
  <F2> The Servicing Participant of the deal is not required under Regulation
       AB to provide such documentation.


                                SIGNATURES

  Pursuant to the requirements of Section 13 or 15(d) of the Securities
  Exchange Act of 1934, the registrant has duly caused this report to be
  signed on its behalf by the undersigned, thereunto duly authorized.



    Bear Stearns Asset Backed Securities I Trust 2006-3
    (Issuing Entity)

    Wells Fargo Bank, N.A.
    (Master Servicer)

    /s/ William Augustin IV
    William Augustin IV, Vice President

    Date: March 31, 2007


  Exhibit Index

  Exhibit No.



    (33) Reports on assessment of compliance with servicing criteria for
         asset-backed securities.



      <TABLE>

      
         <c>
      a) Assurant Inc. as Sub-Contractor for EMC Mortgage Corporation
      b) EMC Mortgage Corporation, as Servicer
      c) LandAmerica Tax and Flood Services as Sub-Contractor for EMC Mortgage Corporation
      d) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A.
      e) Wells Fargo Bank, N.A., as Servicer
      f) Wells Fargo Bank, N.A., as Master Servicer
      g) Wells Fargo Bank, N.A., as Securities Administrator
      h) Wells Fargo Bank, N.A., as Custodian
      i) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A.
      </TABLE>

     (34) Attestation reports on assessment of compliance with servicing
          criteria for asset-backed securities.

      <TABLE>

      
        <c>
      a) Assurant Inc. as Sub-Contractor for EMC Mortgage Corporation
      b) EMC Mortgage Corporation, as Servicer
      c) LandAmerica Tax and Flood Services as Sub-Contractor for EMC Mortgage Corporation
      d) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A.
      e) Wells Fargo Bank, N.A., as Servicer
      f) Wells Fargo Bank, N.A., as Master Servicer
      g) Wells Fargo Bank, N.A., as Securities Administrator
      h) Wells Fargo Bank, N.A., as Custodian
      i) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A.
      </TABLE>

     (35) Servicer compliance statement.

      <TABLE>

      
         <c>
      b) EMC Mortgage Corporation, as Servicer
      e) Wells Fargo Bank, N.A., as Servicer
      f) Wells Fargo Bank, N.A., as Master Servicer
      g) Wells Fargo Bank, N.A., as Securities Administrator

      </TABLE>

  EX-31 Rule 13a-14(d)/15d-14(d) Certifications

  I, William Augustin IV, certify that:

  1. I have reviewed this report on Form 10-K and all reports on Form 10-D
     required to be filed in respect of the period covered by this report
     on Form 10-K of Bear Stearns Asset Backed Securities Trust I 2006-3 Trust
     (the "Exchange Act Periodic Reports");

  2. Based on my knowledge, the Exchange Act periodic reports, taken as a
     whole, do 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 with respect to the period covered by this report;

  3. Based on my knowledge, all of the distribution, servicing and other
     information required to be provided under Form 10-D for the period
     covered by this report is included in the Exchange Act periodic
     reports;

  4. I am responsible for reviewing the activities performed by the
     servicers and based on my knowledge and the compliance reviews
     conducted in preparing the servicer compliance statements required in
     this report under Item 1123 of Regulation AB, and except as disclosed
     in the Exchange Act periodic reports, the servicers have fulfilled
     their obligations under the servicing agreements; and

  5. All of the reports on assessment of compliance with servicing
     criteria for asset-backed securities and their related attestation
     reports on assessment of compliance with servicing criteria for
     asset-backed securities required to be included in this report in
     accordance with Item 1122 of Regulation AB and Exchange Act Rules
     13a-18 and 15d-18 have been included as and exhibit to this report,
     except as otherwise disclosed in this report. Any material instances
     of noncompliance described in such reports have been disclosed in
     this report on Form 10-K.

     In giving the certifications above, I have reasonably relied on
     information provided to me by the following unaffiliated parties:
     EMC Mortgage Corporation as Servicer.

     Dated: March 31, 2007

     /s/ William Augustin IV
     Signature

     Vice President
     Title


EX-33 (a)
REPORT ON ASSESSMENT OF COMPLIANCE WITH
section 1122(d)(2)(vi) and section 1122(d)(4)(xi)
of REGULATION AB SERVICING CRITERIA


American Security Insurance Company, Standard Guaranty Insurance Company and
Safeco Financial Institution Solutions, Inc. (affiliates of Assurant Inc.,
collectively the "Asserting Party") is responsible for assessing compliance as
of December 31, 2006 and for the period from January 1, 2006 through December
31, 2006 (the "Reporting Period") with the servicing criteria set forth in
section 1122(d)(2)(vi), section 1122(d)(4)(xi) and section 1122(d)(4)(xii) of
Title 17, section 229.1122(d) of the Code of Federal Regulations, which the
Asserting Party has concluded are applicable to the insurance escrow servicing
activities it performs with respect to all mortgage loan-tracking transactions
covered by this report. The transactions covered by this report include all
mortgage loan-tracking transactions for which the Asserting Party served as a
Vendor on behalf of Servicers for such asset-backed securities transactions that
were registered after January 1, 2006 with the Securities and Exchange
Commission pursuant to the Securities Act of 1933 (the "Platform"). The scope of
the Asserting Party assertions excludes section 1122(d)(4)(xii) of Title 17,
section 229.1122(d) of the Code of Federal Regulations, which relates to
servicing activities that are performed by the Asserting Party with respect to
the Platform, but are not reported on herein.

The Asserting Party has assessed its compliance with section 1122(d)(2)(vi) and
section 1122(d)(4)(xi) ("the Applicable Servicing Criteria") for the Reporting
Period and has concluded that the Asserting Party has complied, in all material
respects, with the Applicable Servicing Criteria for the Reporting Period with
respect to the Platform taken as a whole. The Asserting Party used the criteria
set forth in paragraph (d) of Item 1122 of Regulation AB to assess the
compliance with the Applicable Servicing Criteria.

The Asserting Party has complied, in all material respects, with the Applicable
Servicing Criteria for the Reporting Period.

PricewaterhouseCoopers LLP, an independent registered public accounting firm,
has issued an attestation report on the assessment of compliance with the
Applicable Servicing Criteria as of and for the Reporting Period ending December
31, 2006 as set forth in this assertion.

American Security Insurance Company
Standard Guaranty Insurance Company
Safeco Financial Institution Solutions, Inc.




/s/ John Frobose
By: John Frobose
Senior Vice President


Date: February 23, 2007





EX-33 (b)
(logo)EMC
Mortgage Corporation
Proven Performance

Certification Regarding Compliance with Applicable Servicing Criteria


1. EMC Mortgage Corporation ("EMC") is responsible for assessing compliance with
the servicing criteria applicable to it under paragraph (d) of Item 1122 of
Regulation AB, as of and for the 12-month period ended December 31, 2006 (the
"Reporting Period"), as set forth in Appendix A hereto. The transactions covered
by this report include the asset-backed securities transactions for which EMC
acted as servicer involving residential mortgage loans that were completed on or
after January 1, 2006, and that were registered with the Securities and Exchange
Commission pursuant to the Securities Act of 1933 (the "Platform");


2. Except as set forth in paragraph 3 below, EMC used the criteria set forth in
paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the
applicable servicing criteria;


3. The criteria listed in the column titled "Inapplicable Servicing Criteria"
on Appendix A hereto are inapplicable to EMC based on the activities it
performs, directly or through its Vendors, with respect to the Platform;


4. EMC has complied, in all material respects, with the applicable
servicing criteria as of December 31, 2006 and for the Reporting Period with
respect to the Platform taken as a whole;


5. Deloitte & Touche LLP, a registered public accounting firm, has issued an
attestation report on EMC's assessment of compliance with the applicable
servicing criteria for the Reporting Period.

/s/ John Vella
John Vella
President and Chief Executive Officer

March 12, 2007


2780 Lake Vista Drive, Lewisville, Texas 75067
Mailing Address: P.O. Box 1292190 Lewisville, Texas 75029-2190

(logo) Member
Mortgage Bankers Association of America


(page)

<table>

 <c>
Appendix A


SERVICING CRITERIA                                                          APPLICABLE                                 INAPPLICABLE
                                                                            SERVICING CRITERIA                         SERVICING
                                                                                                                       CRITERIA
                                                              Performed    Performed by     Performed by
                                                              Directly     Sub-Servicer(s)  Sub-Servicer(s) or
                                                              By           for              Vendor(s) for
                                                              EMC          which EMC is     which EMC is
Reference               Criteria                                           the Responsible  NOT the
                                                                           Party            Responsible Party

General Servicing Consideration

1122(d)(1)(i)   Polices and procedures are instituted          X
                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,               X
                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                                                                           X
                servicer for the mortgage loans
                are maintained.

1122(d)(1)(iv)  A fidelity bond and errors and
                omissions policy is in effect on                X
                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 mortgage loans are
                deposited into the appropriate                  X
                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         X
                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,       X
                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        X
                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  X
                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 that meets the requirements of Rule
                13k-1(b)(1) of the Securities Exchange Act.


(page)

Appendix A (page 2)

Servicing Criteria
                                                                                APPLICABLE                           INAPPLICABLE
                                                                             SERVICING CRITERIA                         SERVICING
                                                                                                                        CRITERIA
                                                               Performed       Performed by        Performed by
                                                               Directly        Sub-Servicer(s)     Sub-Servicer(s) or
                                                               By              for                 Vendor(s) for
                                                               EMC             which EMC is        which EMC is
Reference               Criteria                                               the Responsible     NOT the
                                                                               Party               Responsible Party
Cash Collection and Administration (con't)

1122(d)(2)(vi)   Un-issued checks are safeguarded                X                                     X
                 so as to prevent unauthorized access.

1122(d)(2)vii)  Reconciliations are prepared on a monthly
                basis for all asset-backed securities related    X
                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; 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              X
                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; C)1 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.

1122(d)(3)(ii)  Amounts due to investors are allocated
                and remitted in accordance with                   X
                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                     X
                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                     X
                with cancelled checks, or other
                form of payment, or custodial bank
                statements.

Pool Asset Administration

1122(d)(4)(i)   Collateral or security on mortgage
                loans is maintained as required by                 X
                the transaction agreements or
                related mortgage loan documents.

1 EMC is not responsible for filing reports with the Commission as included in
this criterion. The responsibility lies with the Securities Administrator or the
Trustee depending on the specific transaction agreements.


Appendix A (page 3)


SERVICING CRITERIA                                                               APPLICABLE                            INAPPLICABLE
                                                                             SERVICING CRITERIA                        SERVICING
                                                                                                                       CRITERIA
                                                               Performed       Performed by        Performed by
                                                               Directly        Sub-Servicer(s)     Sub-Servicer(s) or
                                                               By              for                 Vendor(s) for
                                                               EMC             which EMC is        which EMC is
Reference               Criteria                                               the Responsible     NOT the
                                                                               Party               Responsible Party

Pool Asset Administration (con't)

1122(d)(4)(ii)   Mortgage loan and related documents
                 are safeguarded as required by the               X
                 transaction agreements.

1122(d)(4)(iii)  Any additions, removals or
                 substitutions to the asset                       X
                 pool are made, reviewed and
                 approved in accordance with
                 any conditions or requirements
                 in the transaction agreements.

1122(d)(4)(iv)   Payments on mortgage loans, including
                 any payoffs, made in accordance with             X
                 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.

1122(d)(4)(v)    The Servicer's records regarding the
                 mortgage loans agree with the Servicer's         X
                 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 mortgage loans            X
                 (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 or recovery actions
                 (e.g., forbearance plans, modifications          X
                 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 agreements.

1122(d)(4)(viii) Records documenting collection efforts are
                 maintained during the period a mortgage          X
                 loan is delinquent in accordance with the
                 transaction agreements. Such records are
                 maintained on a 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).

1122(d)(4)(ix)   Adjustments to interest rates or rates
                 of return for mortgage loans with                X
                 variable rates are computed based on
                 the related mortgage loan documents.


Appendix A (page 4)


SERVICING CRITERIA                                                               APPLICABLE                            INAPPLICABLE
                                                                             SERVICING CRITERIA                        SERVICING
                                                                                                                       CRITERIA
                                                                 Performed     Performed by        Performed by
                                                                 Directly      Sub-Servicer(s)     Sub-Servicer(s) or
                                                                 By            for                 Vendor(s) for
                                                                 EMC           which EMC is        which EMC is
Reference               Criteria                                               the Responsible     NOT the
                                                                               Party               Responsible Party
Pool Asset Administration (con't)

1122(d)(4)(x)    Regarding any funds held in trust for an
                 obligor (such as escrow accounts): (A) such          X
                 funds are analyzed, in accordance with the
                 obligor's mortgage loan documents, on a
                 least an annual basis, or such other period
                 specified n 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.

1122(d)(4)(xi)   Payments made on behalf of an obligor
                 (such as tax or insurance payments) are              X
                 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.

1122(d)(4)(xii)  Any late payments penalties in connection
                 with any payment to be made on behalf of             X
                 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           X                                X
                 obligor's records maintained by the Servicer,
                 or such other numbers of days specified in
                 the transaction agreements.

1122(d)(4)(xiv)  Delinquencies, charge-offs and uncollectible
                 accounts are recognized and recorded in              X
                 accordance with the transaction agreements.

1122(d)(4)(xv)   Any External enhancement or other support,
                 identified in Item 1114(a)(1) through (3)            X
                 or - Item 1115 of Regulation AB, is maintained
                 as set forth in the transaction agreements.


(page)


Exhibit B


Describe material instances of noncompliance:
NONE

Describe any remediation efforts:
NOT APPLICABLE

Describe material instances of noncompliance by Vendor(s):
NONE

Describe any remediation efforts:
NOT APPLICABLE

Describe material deficiencies if EMC's polices and procedures to monitor Vendor(s):
NONE

Describe any remediation efforts:
NOT APPLICABLE

</TABLE>





EX-33 (c)
Report on Assessment of Compliance

with Regulation AB Servicing Criteria

1. The undersigned authorized officer of LandAmerica Tax and Flood Services,
Inc. (the "Company") is responsible for assessing the Company's compliance with
the applicable servicing criteria as defined in 17 CFR Part 229 Section 1122(d)
(4)(xi) and 1122(d)(4)(xii) (the "Regulation AB Servicing Criteria") for
residential mortgage backed securities for which the Company served as
third-party property tax payment provider on the underlying collateral (the
"Platform"). Except as set forth in the preceding sentence, the servicing
criteria set forth in 17 CFR Part 229 Section 1122(d) are not applicable to the
activities the Company performed with respect to the Platform.

2. The Company used the criteria in 17 CFR Part 229 Section 1122(d) to assess
the compliance with the Regulation AB Servicing Criteria.

3. Under one of the services offered by the Company, some customers may elect to
remit tax payments directly to tax agencies without having the Company remit
those property tax payments through our tax payment service. We refer to these
customers as "non-outsourced servicer customers." With respect to these
non-outsourced customers and the services the Company delivered pursuant to the
servicing criteria set forth in 17 CFR Part 229 Section 1122(d)(4)(xi), the
Company's assertion is strictly limited to its processing of tax payments
submitted through the Company's tax payment service.

4. With respect to servicing criteria set forth in 17 CFR Part 229 Section
1122(d)(4)(xii), the Company's assertion is strictly limited to its processing
of property tax penalty payments. The Company has determined that its servicer
customers may also have access to systems that enable those servicers to process
penalties through obligor escrow accounts. Management's assessment of compliance
does not relate to the actual or potential activities of other parties with
access to obligor escrow accounts.

5. Based on such assessment, management believes that, as of and for the year
ended December 31, 2006, the Company has complied in all material respects with
the Regulation AB Servicing Criteria related to the servicing of the Platform.

6. The registered public accounting firm of Grant Thornton, LLP, has issued an
attestation report on the Company's assessment of compliance with the Regulation
AB Servicing Criteria as of and for the year ended December 31, 2006.

Date: February 20, 2007

LandAmerica Tax and Flood Services, Inc.



By: /s/ Bob Ige
Name: Bob Ige
Its: Executive Vice President





EX-33 (d)
(logo) REGULUS


Report on Assessment of Compliance with Regulation AB Servicing Criteria

1. Pursuant to Subpart 229.1100 - Asset Backed Securities, 17 C.F.R. section
   229. 1100-229.1123 ("Regulation AB"), Regulus Group LLC, for itself and its
   wholly-owned subsidiaries (individually and collectively "Regulus"), is
   responsible for assessing its compliance with the servicing criteria
   applicable to the remittance processing services it provides to customers who
   are issuers or servicers of asset backed securities transactions and who have
   requested confirmation of Regulus' compliance in connection with loan and/or
   receivables portfolios that include pool assets for asset backed securities
   transactions (the "Platform"). Remittance processing is a service whereby
   check payments that are remitted by mail to a post office box are collected,
   processed through a highly automated data capture system, and prepared for
   deposit to a bank account held by the beneficiary of the payment.

2. The servicing criteria set forth in Item 1122(d) of Regulation AB were used
   in Regulus' assessment of compliance. Regulus has concluded that the
   servicing criteria set forth in Items 1122(d)(2)(i) and 1122(d)(4)(iv) of
   Regulation AB are applicable to the servicing activities it performs with
   respect to the Platform (such criteria the "Applicable Servicing Criteria").
   Regulus has concluded that the remainder of the servicing criteria set forth
   in Item 1122(d) of Regulation AB are inapplicable to the activities it
   performs with respect to the Platform because Regulus does not participate in
   the servicing activities referenced by such servicing criteria.

3. As of and for the year ending December 31, 2006, Regulus has complied in all
   material respects with the Applicable Servicing Criteria set forth in Item
   1122(d) of Regulation AB.

4. KPMG LLP, a registered public accounting firm, has issued an attestation
   report on Regulus' assessment of compliance with the Applicable Servicing
   Criteria as of and for the year ending December 31, 2006. A copy of that
   attestation report is attached hereto as Exhibit A.


/s/ Kimberlee Clark
Kimberlee Clark
Chief Financial Officer

February 22, 2007


860 LATOUR COURT | NAPA, CA | 94558 | TEL: 707.254.4000 | FAX: 707.254.4070
| REGULU5GROUP.COM





EX-33 (e)
(logo) WELLS FARGO HOME MORTGAGE

Wells Fargo Home Mortgage
One Home Campus
Des Moines, IA 50328-0001

YourWellsFargoMortgage.com


Wells Fargo Bank, N.A.

2006 Certification Regarding Compliance with Applicable Servicing Criteria


1.      Wells Fargo Bank, N.A. (the "Servicer") is responsible for assessing
        its compliance with the servicing criteria applicable to it under
        paragraph (d) of Item 1122 of Regulation AB as set forth in Exhibit A
        hereto in connection with the primary servicing of residential mortgage
        loans by its Wells Fargo Home Mortgage division, other than the
        servicing of such loans for Freddie Mac, Fannie Mae, Ginnie Mae, state
        and local government bond programs, or a Federal Home Loan Bank (the
        servicing "Platform");

2.      The Servicer has engaged certain vendors (the "Vendors") to perform
        specific, limited or scripted activities as of and for the year ended
        December 31, 2006, and the Servicer has elected to take responsibility
        for assessing compliance with the servicing criteria or portion of the
        servicing criteria applicable to such Vendors as set forth in Exhibit A
        hereto, with the exception of those Vendors that have provided their own
        report on assessment of compliance with servicing criteria, which
        reports are attached hereto as Exhibit D;

3.      Except as set forth in paragraph 4 below, the Servicer used the criteria
        set forth in paragraph (d) of Item 1122 of Regulation AB to assess the
        compliance with the applicable servicing criteria;

4.      The criteria identified as Inapplicable Servicing Criteria on Exhibit A
        hereto are inapplicable to the Servicer based on the activities it
        performs with respect to its Platform;

5.      The Servicer has complied, in all material respects, with the applicable
        servicing criteria as of and for the year ended December 31, 2006,
        except as described on Exhibit B hereto;

6.      The Servicer has not identified and is not aware of any material
        instance of noncompliance by the Vendors with the applicable servicing
        criteria as of and for the year ended December 31, 2006;

7.      The Servicer has not identified any material deficiency in its policies
        and procedures to monitor the compliance by the Vendors with the
        applicable servicing criteria for the year ended December 31, 2006; and

8.      KPMG LLP, a registered public accounting firm, has issued an attestation
        report on the Servicer's assessment of compliance with the applicable
        servicing criteria as of and for the year ended December 31, 2006, which
        attestation report is included on Exhibit C attached hereto.

March 1, 2007

WELLS FARGO BANK, N.A.

By:  /s/ Mary C. Coffin
Mary C. Coffin
Executive Vice President


Wells Fargo Home Mortgage
is a division of Wells Fargo Bank, N.A.


(page)


EXHIBIT A
to
Wells Fargo Bank, N.A.'s
2006 Certification Regarding Compliance With Applicable Servicing Criteria

<Table>
<Caption>

             <c>

                                 Servicing Criteria                                          Applicable Servicing       Inapplicable
                                                                                                  Criteria                Servicing
                                                                                                                          Criteria
Reference                                  Criteria                                     Performed           Performed
                                                                                           by                   by
                                                                                        Servicer            Vendor(s)

General Servicing Considerations

                 Policies and procedures are instituted to monitor any performance or       X
                 other triggers and events of default in accordance with the
1122(d)(1)(i)    transaction agreements.

                 If any material servicing activities are outsourced to third parties,      X
                 policies and procedures are instituted to monitor the third party's
1122(d)(1)(ii)   performance and compliance with such servicing activities.

                 Any requirements in the transaction agreements to maintain a back-up                                         X
1122(d)(1)(iii)  servicer for the mortgage loans are maintained.

                 A fidelity bond and errors and omissions policy is in effect on the        X
                 party participating in the servicing function throughout the reporting
                 period in the amount of coverage required by and otherwise in
1122(d)(1)(iv)   accordance with the terms of the transaction agreements.

Cash Collection and Administration

                 Payments on mortgage loans are deposited into the appropriate              X^1                  X^2
                 custodial bank accounts and related bank clearing accounts no more
                 than two business days following receipt, or such other number of
1122(d)(2)(i)    days specified in the transaction agreements.

                 Disbursements made via wire transfer on behalf of an obligor or to an      X
1122(d)(2)(ii)   investor are made only by authorized personnel.

                 Advances of funds or guarantees regarding collections, cash flows or       X
                 distributions, and any interest or other fees charged for such
                 advances, are made, reviewed and approved as specified in the
1122(d)(2)(iii)  transaction agreements.

                 The related accounts for the transaction, such as cash reserve             X
                 accounts or accounts established as a form of overcollateralization
                 are separately maintained (e.g., with respect to commingling of cash)
1122(d)(2)(iv)   as set forth in the transaction agreements.

                 Each custodial account is maintained at a federally insured                X
                 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
1122(d)(2)(v)    13k-1(b)(1) of the Securities Exchange Act.

1122(d)(2)(vi)   Unissued checks are safeguarded so as to prevent unauthorized access.      X^3                  X^4


(page)


                                 Servicing Criteria                                          Applicable Servicing       Inapplicable
                                                                                                  Criteria                Servicing
                                                                                                                          Criteria
Reference                                  Criteria                                     Performed           Performed
                                                                                           by                   by
                                                                                        Servicer            Vendor(s)

                 Reconciliations are prepared on a monthly basis for all asset-backed       X
                 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
1122(d)(2)(vii)  transaction agreements.

Investor Remittances and Reporting

                 Reports to investors, including those to be filed with the                 X
                 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
1122(d)(3)(i)    of mortgage loans serviced by the Servicer.

                 Amounts due to investors are allocated and remitted in accordance          X
                 with timeframes, distribution priority and other terms set forth in
1122(d)(3)(ii)   the transaction agreements.

                 Disbursements made to an investor are posted within two business days      X
                 to the Servicer's investor records, or such other number of days
1122(d)(3)(iii)  specified in the transaction agreements.

                 Amounts remitted to investors per the investor reports agree with          X
                 cancelled checks, or other form of payment, or custodial bank
1122(d)(3)(iv)   statements.

Pool Asset Administration

                 Collateral or security on mortgage loans is maintained as required by      X
1122(d)(4)(i)    the transaction agreements or related mortgage loan documents.

                 Mortgage loan and related documents are safeguarded as required by         X
1122(d)(4)(ii)   the transaction agreements.

                 Any additions, removals or substitutions to the asset pool are made        X
                 reviewed and approved in accordance with any conditions or
1122(d)(4)(iii)  requirements in the transaction agreements.

                 Payments on mortgage loans, including any payoffs, made in                 X^5                  X^6
                 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
1122(d)(4)(iv)   documents.

                 The Servicer's records regarding the mortgage loans agree with the         X
                 Servicer's records with respect to an obligor's unpaid principal
1122(d)(4)(v)    balance.

                 Changes with respect to the terms or status of an obligor's mortgage       X
                 loans (e.g., loan modifications or re-agings) are made, reviewed
                 and approved by authorized personnel in accordance with the
1122(d)(4)(vi)   transaction agreements and related pool asset documents.


(page)


                                 Servicing Criteria                                          Applicable Servicing       Inapplicable
                                                                                                  Criteria                Servicing
                                                                                                                          Criteria
Reference                                  Criteria                                     Performed           Performed
                                                                                           by                   by
                                                                                        Servicer            Vendor(s)

                 Loss mitigation or recovery actions (e.g., forbearance plans,              X
                 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
1122(d)(4)(vii)  by the transaction agreements.

                 Records documenting collection efforts are maintained during the           X
                 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
1122(d)(4)(viii) deemed temporary (e.g., illness or unemployment).

                 Adjustments to interest rates or rates of return for mortgage loans        X
                 with variable rates are computed based on the related mortgage loan
1122(d)(4)(ix)   documents.

                 Regarding any funds held in trust for an obligor (such as escrow           X
                 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
1122(d)(4)(x)    number of days specified in the transaction agreements.

                 Payments made on behalf of an obligor (such as tax or insurance            X^7                  X^8
                 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
1122(d)(4)(xi)   other number of days specified in the transaction agreements.

                 Any late payment penalties in connection with any payment to be made       X
                 on behalf of an obligor are paid from the Servicer's funds and not
                 charged in the obligor, unless the late payment was due to the
1122(d)(4)(xii)  obligor's error or omission.

                 Disbursements made on behalf of an obligor are posted within two           X^9                  X^10
                 business days to the obligor's records maintained by the servicer, or
1122(d)(4)(xiii) such other number of days specified in the transaction agreements.

                 Delinquencies, charge-offs and uncollectible accounts are recognized       X
1122(d)(4)(xiv)  and recorded in accordance with the transaction agreements.

                 Any external enhancement or other support, identified in Item                                                X
                 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv)   as set forth in the transaction agreements.


1 A portion of this servicing criteria is performed by a vendor, as set forth in footnote 2 below.
2 A lockbox vendor receives payments, creates transaction files, deposits checks, reconciles files to
deposits and transmits the transaction files to Wells Fargo. See Exhibit D.
3 A portion of this servicing criteria is performed by vendors, as set forth in footnote 4 below.
4 Insurance vendors prepare and safeguard checks on behalf of Wells Fargo. As to one
such vendor, see Exhibit D.
5 A portion of this servicing criteria is performed by a vendor, as set forth in footnote 6 below.
6 A lockbox vendor receives payments, creates transaction files, deposits checks, reconciles files
to deposits and transmits the transaction files to Wells Fargo. See Exhibit D.
7 A portion of this servicing criteria is performed by vendors, as set forth in footnote 8 below.
8 Insurance vendors obtain renewal invoices, create disbursement transactions and submit payments
to payees. As to one such vendor, see Exhibit D.
9 A portion of this servicing criteria is performed by one or more vendors, as set forth in footnote 10 below.
10 Insurance vendors obtain renewal invoices, create disbursement transactions and submit payments to payees.
As to one such vendor, see Exhibit D.


</Table>


(page)


EXHIBIT B
to
Wells Fargo Bank, N.A.'s
2006 Certification Regarding Compliance With Applicable Servicing Criteria

Wells Fargo Bank, N.A. ("Wells Fargo") acknowledges the following material
instances of noncompliance with the applicable servicing criteria:

1. 1122(d)(3)(i) - Delinquency Reporting - For certain loans sub-serviced by
   Wells Fargo or for which servicing rights were acquired on a bulk-acquisition
   basis, Wells Fargo determined that it provided incomplete data to some third
   parties who use such data to calculate delinquency ratios and determine the
   status of loans with respect to bankruptcy, foreclosure or real estate owned.
   The incomplete reporting only affected securitizations that included
   delinquent loans. Instead of the actual due date being provided for use in
   calculating delinquencies, the date of the first payment due to the security
   was provided. Wells Fargo subsequently included additional data in the
   monthly remittance reports, providing the actual borrower due date and unpaid
   principal balance, together with instructions to use these new fields if such
   monthly remittance reports are used to calculate delinquency ratios.

2. 1122(d)(4)(vii) - Notification of Intent to Foreclose  - Wells Fargo
   determined that, as required by certain servicing agreements, it did not
   provide investors with prior notification of intent to foreclose. While
   investors received monthly delinquency status reports that listed loans in
   foreclosure, such reports were received after such loans had been referred to
   an attorney. A new process is being implemented to send such notifications if
   contractually required, unless an investor opts out in writing.


(page)


EXHIBIT C
to
Wells Fargo Bank, N.A.'s
2006 Certification Regarding Compliance With Applicable Servicing Criteria


Report or Independent Registered Public Accounting Firm


(page)


EXHIBIT D
to
Wells Fargo Bank, N.A.'s
2006 Certification Regarding Compliance With Applicable Servicing Criteria


Vendors' Reports on Assessment of Compliance With Servicing Criteria





EX-33 (f)
(logo) WELLS FARGO

Corporate Trust Services
9062 Old Annapolis Road
Columbia, MD 21045-1951
410 884-2000
410 715-2380 Fax

Wells Fargo Bank, N.A.

ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA

Corporate Trust Services division of Wells Fargo Bank, National Association (the
"Company") provides this assessment of compliance with the following applicable
servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by
the Securities and Exchange Commission. Management has determined that the
servicing criteria are applicable in regards to the servicing platform for the
period as follows:

Platform: Publicly-issued (i.e., transaction-level reporting initially required
under the Securities Exchange Act of 1934, as amended) residential
mortgage-backed securities, commercial mortgage-backed securities and other
asset-backed securities, for which the Company provides master servicing,
trustee, securities administration or paying agent services, excluding
transactions issued by any agency or instrumentality of the U.S. government or
any government sponsored entity (the "Platform").

Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d),
to the extent required in the related transaction agreements or required by the
Item 1122(d) servicing criteria in regards to the activities performed by the
Company, except for the following criteria: 1122(d)(1)(iii), 1122(d)(4)(ii),
1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x),
1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), which management has
determined are not applicable to the activities the Company performs with
respect to the Platform (the "Applicable Servicing Criteria").

Period: Twelve months ended December 31, 2006 (the "Period").

Third parties classified as vendors: With respect to servicing criteria
1122(d)(4)(i), the Company has engaged various vendors to handle certain Uniform
Commercial Code filing functions required by the servicing criteria ("vendors").
The Company has determined that none of the vendors is a "servicer" as defined
in Item 1101(j) of Regulation AB, and the Company elects to take responsibility
for assessing compliance with the portion of the servicing criteria applicable
to each vendor as permitted by Interpretation 17.06 of the SEC Division of
Corporation Finance Manual of Publicly Available Telephone Interpretations
("Interpretation 17.06"). The Company has policies and procedures in place to
provide reasonable assurance that each vendor's activities comply in all
material respects with the servicing criteria applicable to each vendor. The
Company is solely responsible for determining that it meets the SEC requirements
to apply Interpretation 17.06 for the vendors and related criteria.

With respect to the Platform and the Period, the Company provides the following
assessment of compliance with respect to the Applicable Servicing Criteria:

1. The Company is responsible for assessing its compliance with the Applicable
Servicing Criteria.

2. The Company has assessed compliance with the Applicable Servicing Criteria,
including servicing criteria for which compliance is determined based on
Interpretation 17.06 as described above, as of and for the Period. In performing
this assessment, management used the criteria set forth by the Securities and
Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.

3. Other than as identified on Schedule A hereto, as of and for the Period, the
Company was in material compliance with the Applicable Servicing Criteria. Any
material instances of noncompliance by a vendor of which the Company is aware
and any material deficiency in the Company's policies and procedures to monitor
vendors' compliance that the Company has identified is specified on Schedule A
hereto.

KPMG LLP, a registered public accounting firm, has issued an attestation
report with respect to the Company's foregoing assessment of compliance as of
and for the Period.

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:/s/ Brian Bartlett
Brian Bartlett

Its:   Executive Vice President

Dated: March 1, 2007


(page)


(logo) WELLS FARGO

Corporate Trust Services
9062 Old Annapolis Road
Columbia, MD 21045-1951
410 884-2000
410 715-2380 Fax

Wells Fargo Bank, N.A.

Schedule A

Material Instances of Noncompliance by the Company

1122(d)(3)(i)- Delinquency Reporting - During the reporting period, certain
monthly investor or remittance reports included errors in the calculation and/or
the reporting of delinquencies for the pool assets, which errors may or may not
have been material. All such errors were the result of data processing errors
and/or the mistaken interpretation of data provided by other parties
participating in the servicing function. All necessary adjustments to data
processing systems and/or interpretive clarifications have been made to correct
those errors and to remedy related procedures.

Material instances of Noncompliance by any Vendor

NONE

Material Deficiencies In Company's Policies and Procedures to Monitor Vendors'
Compliance

NONE





EX-33 (g)
(logo) WELLS FARGO

Corporate Trust Services
9062 Old Annapolis Road
Columbia, MD 21045-1951
410 884-2000
410 715-2380 Fax

Wells Fargo Bank, N.A.

ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA

Corporate Trust Services division of Wells Fargo Bank, National Association (the
"Company") provides this assessment of compliance with the following applicable
servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by
the Securities and Exchange Commission. Management has determined that the
servicing criteria are applicable in regards to the servicing platform for the
period as follows:

Platform: Publicly-issued (i.e., transaction-level reporting initially required
under the Securities Exchange Act of 1934, as amended) residential
mortgage-backed securities, commercial mortgage-backed securities and other
asset-backed securities, for which the Company provides master servicing,
trustee, securities administration or paying agent services, excluding
transactions issued by any agency or instrumentality of the U.S. government or
any government sponsored entity (the "Platform").

Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d),
to the extent required in the related transaction agreements or required by the
Item 1122(d) servicing criteria in regards to the activities performed by the
Company, except for the following criteria: 1122(d)(1)(iii), 1122(d)(4)(ii),
1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x),
1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), which management has
determined are not applicable to the activities the Company performs with
respect to the Platform (the "Applicable Servicing Criteria").

Period: Twelve months ended December 31, 2006 (the "Period").

Third parties classified as vendors: With respect to servicing criteria
1122(d)(4)(i), the Company has engaged various vendors to handle certain Uniform
Commercial Code filing functions required by the servicing criteria ("vendors").
The Company has determined that none of the vendors is a "servicer" as defined
in Item 1101(j) of Regulation AB, and the Company elects to take responsibility
for assessing compliance with the portion of the servicing criteria applicable
to each vendor as permitted by Interpretation 17.06 of the SEC Division of
Corporation Finance Manual of Publicly Available Telephone Interpretations
("Interpretation 17.06"). The Company has policies and procedures in place to
provide reasonable assurance that each vendor's activities comply in all
material respects with the servicing criteria applicable to each vendor. The
Company is solely responsible for determining that it meets the SEC requirements
to apply Interpretation 17.06 for the vendors and related criteria.

With respect to the Platform and the Period, the Company provides the following
assessment of compliance with respect to the Applicable Servicing Criteria:

1. The Company is responsible for assessing its compliance with the Applicable
Servicing Criteria.

2. The Company has assessed compliance with the Applicable Servicing Criteria,
including servicing criteria for which compliance is determined based on
Interpretation 17.06 as described above, as of and for the Period. In performing
this assessment, management used the criteria set forth by the Securities and
Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.

3. Other than as identified on Schedule A hereto, as of and for the Period, the
Company was in material compliance with the Applicable Servicing Criteria. Any
material instances of noncompliance by a vendor of which the Company is aware
and any material deficiency in the Company's policies and procedures to monitor
vendors' compliance that the Company has identified is specified on Schedule A
hereto.

KPMG LLP, a registered public accounting firm, has issued an attestation
report with respect to the Company's foregoing assessment of compliance as of
and for the Period.

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:/s/ Brian Bartlett
Brian Bartlett

Its:   Executive Vice President

Dated: March 1, 2007


(page)


(logo) WELLS FARGO

Corporate Trust Services
9062 Old Annapolis Road
Columbia, MD 21045-1951
410 884-2000
410 715-2380 Fax

Wells Fargo Bank, N.A.

Schedule A

Material Instances of Noncompliance by the Company

1122(d)(3)(i)- Delinquency Reporting - During the reporting period, certain
monthly investor or remittance reports included errors in the calculation and/or
the reporting of delinquencies for the pool assets, which errors may or may not
have been material. All such errors were the result of data processing errors
and/or the mistaken interpretation of data provided by other parties
participating in the servicing function. All necessary adjustments to data
processing systems and/or interpretive clarifications have been made to correct
those errors and to remedy related procedures.

Material instances of Noncompliance by any Vendor

NONE

Material Deficiencies In Company's Policies and Procedures to Monitor Vendors'
Compliance

NONE





EX-33 (h)
(logo) WELLS FARGO

Wells Fargo Bank, N.A.
Document Custody
1015 10th Avenue SE
Minneapolis, MN 55414


Appendix I


ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA

Corporate Trust Services division of Wells Fargo Bank, National Association
(the "Company") is responsible for assessing compliance with the servicing
criteria set forth in Item 1122(d) of Regulation AB promulgated by the
Securities and Exchange Commission. The Company has determined that the
servicing criteria are applicable in regard to the servicing platform for the
period as follows:

Platform: Publicly-issued (i.e., transaction-level reporting required under
the Securities Exchange Act of 1934, as amended) residential mortgage-backed
securities and commercial mortgage-backed securities issued on or after January
1, 2006, for which the Company provides document custody services, excluding any
publicly issued transactions issued by any government sponsored entity (the
"Platform").

Applicable Servicing Criteria: The servicing criteria set forth in Item
1122(d)(4)(i) and 1122(d)(4)(ii), in regard to the activities performed by the
Company with respect to the Platform (the "Applicable Servicing Criteria"). The
Company has determined that all other servicing criteria set forth in Item
1122(d) are not applicable to the Platform.

Period: Twelve months ended December 31, 2006 (the "Period").

With respect to the Platform, the Company provides the following
assessment of compliance with respect to the Applicable Servicing Criteria:

1. The Company is responsible for assessing the Company's compliance with
the Applicable Servicing Criteria as of and for the Period.

2. The Company has assessed compliance with the Applicable Servicing
Criteria. In performing this assessment, the Company used the criteria set forth
by the Securities and Exchange Commission in paragraph (d) of Item 1122 of
Regulation AB.

3. Based on such assessment, as of and for the Period, the Company has
complied, in all material respects with the Applicable Servicing Criteria.

KPMG LLP, a registered public accounting firm, has issued an attestation
report with respect to the Company's assessment of compliance as of and for the
Period.


WELLS FARGO BANK, NATIONAL ASSOCIATION

By: /s/ Shari L. Gillund
Shari L. Gillund

Its: Senior Vice President

Dated: March 1, 2007





EX-33 (i)
(logo) ZC STERLING

ZC Sterling Corporation
210 Interstate North Parkway
Suite 400
Atlanta, GA 30339

Tel 770.690.8400
Fax 770.690.8240
http://www.zcsterling.com


Report on Assessment of Compliance with Securities and Exchange
Commission's Regulation AB Servicing Criteria

For the calendar year ending December 31 2006, or portion thereof (the
"Period"), ZC Sterling Insurance Agency, Inc. ("ZCSIA") has been a subcontractor
for Servicers identified in Appendix A.

The undersigned are Senior Vice Presidents of ZCSIA, have sufficient authority
to make the statements contained in this Assertion and are responsible for
assessing compliance with the servicing criteria applicable to ZCSIA. ZCSIA has
used the servicing criteria communicated to ZCSIA by the Servicer to assess
compliance with the applicable servicing criteria. Accordingly, servicing
criteria 1122 (d) 1(iv), 1122 (d) 2(vi), 1122 (d) 4(xi), 1122 (d) 4(xii), and
1122 (d) 4(xiii) are applicable to the activities performed by ZCSIA with
respect to the Platforms covered by this report. The remaining servicing
criteria set forth in Item 1122 (d) of the Securities and Exchange Commission's
Regulation AB are not applicable to the activities performed by ZCSIA with
respect to the Platform covered by this report. As a subcontractor for Servicer,
ZCSIA has determined that it complied in all material respects with the
servicing criteria listed below. ZCSIA engaged Ernst & Young, LLP ("E&Y"), a
registered public accounting firm, to review ZCSIA's assessment, and E&Y has
issued an attestation report on ZCSIA's assessment of compliance with the
applicable servicing criteria for the Period.

1. ZCSIA maintained a fidelity bond and errors & omissions policy in effect on
ZCSIA throughout the reporting period in the amount of coverage required by the
transaction agreements between the Servicer and ZCSIA (1122(d)((1)(iv)).

2. To the extent that ZCSIA prints checks for Servicer or otherwise has
Servicer's checks or check stock, unissued checks are safeguarded so as to
prevent unauthorized access (1122(d)(2)(vi)). [AS OF DECEMBER 31, 2006, THIS
PROVISION WILL APPLY ONLY FOR THE FOLLOWING SERVICERS: ABN Amro Mortgage Group,
Inc, Option One Mortgage Corporation, Sun Trust Mortgage, Inc., HomEq Servicing
Corporation, Wachovia Insurance Corporation, Wells Fargo Home Mortgage.


(page)


3. Payments made on behalf of Servicer's obligor for insurance premiums 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 thirty (30) calendar days prior to these
dates, or such other number of days specified in the transaction agreements
between Servicer and ZCSIA (1122(d)(4)(xi)).

4. Any late payment penalties in connection with any payment for insurance to be
made on behalf of Servicer's obligor are paid from the Servicer's funds or
ZCSIA's funds and not charged to Servicer's obligor, unless the late payment was
due to the obligor's error or omission (1122(d)(4)(xii)).

5. File(s) provided to Servicer from which Servicer may make disbursements made
on behalf of Servicer's obligor are provided to Servicer on an accurate and
timely basis and the information thereon is subject to such controls as are
specified in the transaction agreements between Servicer and ZCSIA
(1122(d)(4)(xiii)).

Sincerely,
ZC STERLING INSURANCE AGENCY, INC.

By: /s/ Arthur J. Castner
Arthur J. Castner

Title: Senior Vice President - Hazard Operations

Date: February 20, 20007

By: /s/ James P. Novak
James P. Novak

Title: Senior Vice President & General Counsel

Date: February 20, 2007



2


(page)


Appendix A
The following is a list of Clients serviced on the ZC Sterling Integrated
Product Solution (ZIPS) Platform:

1. ABN Amro Mortgage Group, Inc.
2. Dovenmuehle Mortgage, Inc.
3. HomEq Servicing Corporation
4. Option One Mortgage Corporation
5. People's Choice Home Loan, Inc.
6. Sun Trust Mortgage, Inc.
7. Wachovia Insurance Agency (and its affiliates, including Wachovia Mortgage
   Corporation)
8. Wells Fargo Home Mortgage



3





EX-34 (a)
(logo) PRICEWATERHOUSECOOPERS

PricewaterhouseCoopers LLP
10 Tenth Street, Northwest
Suite 1400
Atlanta, GA 30309-3851
Telephone (678) 419 1000
Facsimile (678) 419 1239
www.pwc.com



Report of Independent Registered Public Accounting Firm


To the Shareholders and the Board of Directors of
Assurant, Inc.:

We have examined management's assertion, included in the accompanying
management's Report on Assessment of Compliance with 1122(d)(2)(vi) and
1122(d)(4)(xi) of Regulation AB Servicing Criteria, that American Security
Insurance Company, Standard Guaranty Insurance Company and Safeco Financial
Institution Solutions, Inc. (affiliates of Assurant Inc., collectively the
"Asserting Party") complied with the servicing criteria set forth in Item
1122(d) of the Securities and Exchange Commission's Regulation AB for all
mortgage loan-tracking transactions for which the Asserting Party served as a
Vendor on behalf of Servicers for such asset-backed securities transactions that
were registered after January 1, 2006 with the Securities and Exchange
Commission pursuant to the Securities Act of 1933 (the "Platform"), as of
December 31, 2006 and for the year then ended, excluding (i) criteria
1122(d)(1)(i) through 1122 (d)(1)(iv), 1122 (d)(2)(i) through 1122(d)(2)(v),
1122(d)(2)(vii), 1122(d)(3)(i) through 1122(d)(3)(iv), 1122(d)(4)(i) through
1122(d)(4)(x) and 1122(d)(4)(xiii) through 1122(d)(4)(xv), which the Asserting
Party has determined are not applicable to the activities performed by it with
respect to the Platform and (ii), criterion 1122(d)(4)(xii), which relates to
servicing activities that are applicable to the Platform, but are excluded from
the scope of management's assertion and are not reported on herein. Management
is responsible for the Company's compliance with the servicing criteria. Our
responsibility is to express an opinion on management's assertion based on our
examination.

Our examination was conducted in accordance with standards of the Public Company
Accounting Oversight Board (United States) and, accordingly, included examining,
on a test basis, evidence about the Company's compliance with the applicable
servicing criteria and performing such other procedures as we considered
necessary in the circumstances. Our examination included testing of selected
asset-backed transactions and securities that comprise the Platform, testing of
selected servicing activities related to the Platform, and determining whether
the Company processed those selected transactions and performed those selected
activities in compliance with the applicable servicing criteria. Our procedures
were limited to the selected transactions and servicing activities performed by
the Company during the period covered by this report. Our procedures were not
designed to detect noncompliance arising from errors that may have occurred
prior to or subsequent to our tests that may


1


(page)


have affected the balances or amounts calculated or reported by the Company
during the period covered by this report. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on the Company's compliance with the servicing criteria.

In our opinion, management's assertion that the Asserting Party complied with
the aforementioned applicable servicing criteria as of and for the year ended
December 31, 2006 for the Platform is fairly stated, in all material respects.

/s/ PricewaterhouseCoopers LLP

Atlanta, Georgia
February 23, 2007


2





EX-34 (b)
(logo) Deloitte

Deloitte & Touche LLP
JPMorgan Chase Tower
2200 Ross Avenue, Suite 1600
Dallas, TX 75201-6778
USA
Tel: +1 214 840 7000
www.deloitte.com

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders
EMC Mortgage Corporation

We have examined management's assertion, included in the accompanying
Certification Regarding Compliance with Applicable Servicing Criteria, that EMC
Mortgage Corporation (the Company) complied with the servicing criteria set
forth in Item 1122 (d) of the Securities and Exchange Commission's Regulation AB
for the asset-backed securities transactions for which EMC acted as servicer
involving residential mortgage loans, that were completed on or after January 1,
2006, and that were registered with the Securities and Exchange Commission
pursuant in the Securities Act of 1933 (the Platform) as of and for the year
ended December 31, 2006, excluding criteria 1122 (d)(1)(iii), (d)(3)(i)C,
(d)(4)(xi) and (d)(4)(xii) which management has determined are not applicable to
the activities performed by the Company with respect to the Platform. Management
is responsible for the Company's compliance with the servicing criteria. Our
responsibility is to express an opinion on management's assertion about the
Company's compliance with the servicing criteria based on our examination.

Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants, as
adopted by the Public Company Accounting Oversight Board (United States) and,
accordingly, included examining, on a test basis, evidence about the Company's
compliance with the applicable servicing criteria, including tests on a sample
basis of the servicing activities related to the Platform, determining whether
the Company performed those selected activities in compliance with the servicing
criteria during the specified period and performing such other procedures as we
considered necessary in the circumstances. Our procedures were limited to
selected servicing activities performed by the Company during the period covered
by this report and, accordingly, such samples may not have included servicing
activities related to each asset-backed transaction included in the Platform.
Further, an examination is not designed to detect noncompliance arising from
errors that may have occurred prior to the period specified above that may have
affected the balances or amounts calculated or reported by the Company during
the period covered by this report. We believe that our examination provides a
reasonable basis for our opinion. Our examination does not provide a legal
determination on the Company's compliance with the servicing criteria.

In our opinion, management's assertion that the Company complied with the
aforementioned applicable servicing criteria as of and for the year ended
December 31, 2006 for the asset-backed securities transactions for which EMC
acted as servicer involving residential mortgage loans, that were completed on
or after January 1, 2006, and that were registered with the Securities and
Exchange Commission pursuant to the Securities Act of 1933 is fairly stated, in
all material respects.

/s/ Deloitte & Touch LLP

March 12, 2007


Member of
Deloitte Touche Tohmatsu





EX-34 (c)
(logo) Grant Thornton
Accountants and Business Advisors



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors and Shareholders
LandAmerica Tax and Flood Services, Inc.

We have examined management's assertion, included in the accompanying Report on
Assessment of Compliance with Regulation AB Servicing Criteria ("Management's
Report"), that LandAmerica Tax and Flood Services, Inc. (the "Company") complied
with the servicing criteria set forth in Item 1122(d) of the U.S. Securities and
Exchange Commission's Regulation AB for the residential mortgage backed
securities for which the Company served as third-party property tax payment
provider on the underlying collateral (the "Platform") as of and for the year
ended December 31, 2006, excluding criteria 1122(d)(1)(i)-(iv),
1122(d)(2)(i)-(vii), 1122(d)(3)(i)-(iv), 1122(d)(4)(i)-(x) and
1122(d)(4)(xiii)-(xv), which management has determined are not applicable to the
activities performed by the Company with respect to the Platform. Management is
responsible for the Company's compliance with the applicable servicing criteria.
Our responsibility is to express an opinion on management's assertion about the
Company's compliance with the applicable servicing criteria for the Platform
based on our examination.

Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
applicable servicing criteria for the Platform and performing such other
procedures as we considered necessary in the circumstances. Our examination
included testing selected asset-backed transactions and securities constituting
the Platform and evaluating whether the Company performed servicing activities
related to those transactions and securities in compliance with the applicable
servicing criteria for the period covered by this report. Accordingly, our
testing may not have included servicing activities related to each asset-backed
transaction or security constituting the Platform. Further, our examination was
not designed to detect material noncompliance that may have occurred prior to
the period covered by this report and that may have affected the Company's
servicing activities during the period covered by this report. We believe that
our examination provides a reasonable basis for our opinion. Our examination
does not provide a legal determination on the Company's compliance with the
applicable servicing criteria.

In our opinion, management's assertion that LandAmerica Tax and Flood Services,
Inc. complied with the aforementioned applicable servicing criteria as of and
for the year ended December 31, 2006 is fairly stated, in all material respects.

/s/ Grant Thorton LLP

Irvine, CA
February 20, 2007



18400 Von Karman Avenue
Suite 900
Irvine, CA 92612-0525
T 949.553.1600
F 949.553.0168
W www.grantthornton.com

Grant Thornton LLP
US member of Grant Thornton International





EX-34 (d)
(logo) KPMG

KPMG LLP
1601 Market Street
Philadelphia, PA 19103-2499


Report of Independent Registered Public Accounting Firm

The Board of Members
Regulus Group LLC:

We have examined management's assessment for those customers that
management has informed us have requested confirmation of compliance, included
in the accompanying Report on Assessment of Compliance with Regulation AB
Servicing Criteria, that Regulus Group LLC complied with the servicing criteria
set forth in Item 1122(d)(2)(i) and 1122(d)(4)(iv) of the Securities and
Exchange Commission's Regulation AB for remittance processing services to those
issuers of asset backed securities and servicers of loan and/or receivables
portfolios that include pool assets for asset backed securities transactions
(the Platform) as of and for the year ended December 31, 2006. Regulus Group LLC
has determined that the remainder of the servicing criteria are not applicable
to the activities it performs with respect to the Platform as of and for the
year ended December 31, 2006. Management is responsible for the Company's
compliance with those servicing criteria. Our responsibility is to express an
opinion on management's assessment about the Company's compliance based on our
examination.

Our examination was conducted in accordance with the standards of the
Public Company Accounting Oversight Board (United States) and, accordingly,
included examining, on a test basis, evidence about the Company's compliance
with the servicing criteria specified above and performing such other procedures
as we considered necessary in the circumstances. Our examination included
testing of less than all of the individual asset-backed transactions and
securities that comprise the Platform, testing of less than all of the servicing
activities related to the Platform, and determining whether the Company
processed those selected transactions and performed those selected activities in
compliance with the servicing criteria. Furthermore, our procedures were limited
to the selected transactions and servicing activities performed by the Company
during the period covered by this report. Our procedures were not designed to
determine whether errors may have occurred either prior to or subsequent to our
tests that may have affected the balances or amounts calculated or reported by
the Company during the period covered by this report for the selected
transactions or any other transactions. We believe that our examination provides
a reasonable basis for our opinion. Our examination does not provide a legal
determination on the Company's compliance with the servicing criteria.

In our opinion, management's assessment that the Company complied with the
aforementioned servicing criteria as of and for the year ended December 31, 2006
is fairly stated, in all material respects.


/s/ KPMG LLP


Philadelphia, PA
February 22, 2007


KPMG LLP, a U.S. limited liability partnership, is the U.S.
member firm of KPMG International, a Swiss cooperative.





EX-34 (e)
(logo) KPMG

KPMG LLP
2500 Ruan Center
666 Grand Avenue
Des Moines, IA 50309


Report of Independent Registered Public Accounting Firm

The Board of Directors
Wells Fargo Bank, N.A.:

We have examined Wells Fargo Bank, N.A.'s (the Company) compliance with the
servicing criteria set forth in Item 1122(d) of the Securities and Exchange
Commission's Regulation AB for its primary servicing of residential mortgage
loans by its Wells Fargo Home Mortgage division, other than the servicing of
such loans for Freddie Mac, Fannie Mae, Ginnie Mae, state and local government
bond programs, or a Federal Home Loan Bank (the Platform), except for servicing
criteria 1122(d)(1)(iii) and 1122(d)(4)(xv), which the Company has determined
are not applicable to the activities it performs with respect to the Platform,
as of and for the year ended December 31, 2006. Management is responsible for
the Company's compliance with those servicing criteria. Our responsibility is to
express an opinion on the Company's compliance based on our examination.

Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing of
less than all of the individual asset-backed transactions and securities that
comprise the Platform, testing of less than all of the servicing activities
related to the Platform, and determining whether the Company processed those
selected transactions and performed those selected activities in compliance with
the servicing criteria. Furthermore, our procedures were limited to the selected
transactions and servicing activities performed by the Company during the period
covered by this report. Our procedures were not designed to determine whether
errors may have occurred either prior to or subsequent to our tests that may
have affected the balances or amounts calculated or reported by the Company
during the period covered by this report for the selected transactions or any
other transactions. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the servicing criteria.

Our examination disclosed the following instances of material noncompliance with
certain servicing criteria applicable to the Company during the year ended
December 31, 2006:

1. 1122(d)(3)(i) - Delinquency Reporting - The Company provided incomplete data
   to some third parties who use such data to calculate delinquency ratios and
   determine the status of loans with respect to bankruptcy, foreclosure or real
   estate owned. Instead of the actual due date being provided for use in
   calculating delinquencies, the date of the first payment due to the security
   was provided.

2. 1122(d)(4)(vii) - Notification of Intent to Foreclose - The Company, as
   required by certain servicing agreements, did not provide investors with
   prior notification of intent to foreclose.


(page)


(logo) KPMG

As described in the accompanying 2006 Certification Regarding Compliance with
Applicable Servicing Criteria, for servicing criteria 1122(d)(2)(i),
1122(d)(2)(vi), 1122(d)(4)(iv), 1122(d)(4)(xi), and 1122(d)(4)(xiii), the
Company has engaged various vendors to perform the activities required by these
servicing criteria. The Company has determined that these vendors are not
considered "servicers" as defined in Item 1101(j) of Regulation AB, and the
Company has elected to take responsibility for assessing compliance with the
servicing criteria applicable to each vendor as permitted by Interpretation
17.06 of the SEC Division of Corporation Finance Manual of Publicly Available
Telephone Interpretations ("Interpretation 17.06"), with the exception of those
vendors who have provided their own reports on assessment of compliance with
servicing criteria to the Company, for which the Company does not take such
responsibility. As permitted by Interpretation 17.06, the Company has asserted
that it has policies and procedures in place designed to provide reasonable
assurance that the vendors' activities comply in all material respects with the
servicing criteria applicable to each vendor. The Company is solely responsible
for determining that it meets the SEC requirements to apply Interpretation 17.06
for the vendors and related criteria as described in its assertion, and we
performed no procedures with respect to the Company's eligibility to apply
Interpretation 17.06.


In our opinion, except for the instances of material noncompliance described
above, the Company complied, in all material respects, with the aforementioned
servicing criteria as of and for the year ended December 31, 2006.


/s/ KPMG LLP

Des Moines, Iowa
March 1, 2007


KPMG LLP, a U.S. limited liability partnership, is the U.S.
member firm of KPMG International, a Swiss cooperative.





EX-34 (f)
(logo) KPMG

KPMG LLP
303 East Wacker Drive
Chicago, IL 60801-5212

Report of Independent Registered Public Accounting Firm

The Board of Directors
The Corporate Trust Services division of Wells Fargo Bank, National Association:

We have examined the compliance of the Corporate Trust Services division of
Wells Fargo Bank, National Association (the Company) with the servicing criteria
set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation
AB for publicly-issued (i.e., transaction-level reporting initially required
under the Securities Exchange Act of 1934, as amended) residential
mortgage-backed securities, commercial mortgage-backed securities and other
asset-backed securities, for which the Company provides master servicing,
trustee, securities administration or paying agent services, excluding
transactions issued by any agency or instrumentality of the U.S. government or
any government sponsored entity (the Platform), except for servicing criteria
1122(d)(1)(iii), 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v),
1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi),
1122(d)(4)(xii) and 1122(d)(4)(xiii), which the Company has determined are not
applicable to the activities it performs with respect to the Platform, as of and
for the twelve months ended December 31, 2006. Management is responsible for the
Company's compliance with those servicing criteria. Our responsibility is to
express an opinion on management's assertion about the Company's compliance
based on our examination.

Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing of
less than all of the individual asset-backed transactions and securities that
comprise the Platform, testing of less than all of the servicing activities
related to the Platform, and determining whether the Company processed those
selected transactions and performed those selected activities in compliance with
the servicing criteria. Furthermore, our procedures were limited to the selected
transactions and servicing activities performed by the Company during the period
covered by this report. Our procedures were not designed to determine whether
errors may have occurred either prior to or subsequent to our tests that may
have affected the balances or amounts calculated or reported by the Company
during the period covered by this report for the selected transactions or any
other transactions. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the servicing criteria.

As described in the accompanying management's Assessment of Compliance With
Applicable Servicing Criteria, for servicing criteria 1122(d)(4)(i), the Company
has engaged various vendors to perform the activities required by these
servicing criteria. The Company has determined that these vendors are not
considered a "servicer" as defined in Item 1101(j) of Regulation AB, and the
Company has elected to take responsibility for assessing compliance with the
servicing criteria applicable to each vendor as permitted by Interpretation
17.06 of the SEC Division of Corporation Finance Manual of Publicly Available
Telephone Interpretations ("Interpretation 17.06"). As permitted by
Interpretation 17.06, the Company has asserted that it has policies and

KPMG LLP, a U.S. limited liability partnership, in the U.S. member firm
of KPMG International, a Swiss cooperative.

(page)

(logo) KPMG

procedures in place designed to provide assurance that the vendors' activities
comply in all material respects with the servicing criteria applicable to each
vendor. The Company is solely responsible for determining that it meets the SEC
requirements to apply Interpretation 17.06 for the vendors and related criteria
as described in its assertion, and we performed no procedures with respect to
the Company's eligibility to apply Interpretation 17.06.

Our examination disclosed material noncompliance with criterion 1122(d)(3)(i),
as applicable to the Company during the twelve months ended December 31, 2006.
Certain monthly investor or remittance reports included errors in the
calculation and/or the reporting of delinquencies for the pool assets.

In our opinion, except for the material non-compliance described above, the
Company complied, in all material respects, with the aforementioned servicing
criteria, including servicing criteria for which compliance is determined based
on Interpretation 17.06 as discussed above, as of and for the twelve months
ended December 31, 2006.

/s/ KPMG LLP

Chicago, IL 60601
March 1, 2007





EX-34 (g)
(logo) KPMG

KPMG LLP
303 East Wacker Drive
Chicago, IL 60801-5212

Report of Independent Registered Public Accounting Firm

The Board of Directors
The Corporate Trust Services division of Wells Fargo Bank, National Association:

We have examined the compliance of the Corporate Trust Services division of
Wells Fargo Bank, National Association (the Company) with the servicing criteria
set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation
AB for publicly-issued (i.e., transaction-level reporting initially required
under the Securities Exchange Act of 1934, as amended) residential
mortgage-backed securities, commercial mortgage-backed securities and other
asset-backed securities, for which the Company provides master servicing,
trustee, securities administration or paying agent services, excluding
transactions issued by any agency or instrumentality of the U.S. government or
any government sponsored entity (the Platform), except for servicing criteria
1122(d)(1)(iii), 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v),
1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi),
1122(d)(4)(xii) and 1122(d)(4)(xiii), which the Company has determined are not
applicable to the activities it performs with respect to the Platform, as of and
for the twelve months ended December 31, 2006. Management is responsible for the
Company's compliance with those servicing criteria. Our responsibility is to
express an opinion on management's assertion about the Company's compliance
based on our examination.

Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing of
less than all of the individual asset-backed transactions and securities that
comprise the Platform, testing of less than all of the servicing activities
related to the Platform, and determining whether the Company processed those
selected transactions and performed those selected activities in compliance with
the servicing criteria. Furthermore, our procedures were limited to the selected
transactions and servicing activities performed by the Company during the period
covered by this report. Our procedures were not designed to determine whether
errors may have occurred either prior to or subsequent to our tests that may
have affected the balances or amounts calculated or reported by the Company
during the period covered by this report for the selected transactions or any
other transactions. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the servicing criteria.

As described in the accompanying management's Assessment of Compliance With
Applicable Servicing Criteria, for servicing criteria 1122(d)(4)(i), the Company
has engaged various vendors to perform the activities required by these
servicing criteria. The Company has determined that these vendors are not
considered a "servicer" as defined in Item 1101(j) of Regulation AB, and the
Company has elected to take responsibility for assessing compliance with the
servicing criteria applicable to each vendor as permitted by Interpretation
17.06 of the SEC Division of Corporation Finance Manual of Publicly Available
Telephone Interpretations ("Interpretation 17.06"). As permitted by
Interpretation 17.06, the Company has asserted that it has policies and

KPMG LLP, a U.S. limited liability partnership, in the U.S. member firm
of KPMG International, a Swiss cooperative.

(page)

(logo) KPMG

procedures in place designed to provide assurance that the vendors' activities
comply in all material respects with the servicing criteria applicable to each
vendor. The Company is solely responsible for determining that it meets the SEC
requirements to apply Interpretation 17.06 for the vendors and related criteria
as described in its assertion, and we performed no procedures with respect to
the Company's eligibility to apply Interpretation 17.06.

Our examination disclosed material noncompliance with criterion 1122(d)(3)(i),
as applicable to the Company during the twelve months ended December 31, 2006.
Certain monthly investor or remittance reports included errors in the
calculation and/or the reporting of delinquencies for the pool assets.

In our opinion, except for the material non-compliance described above, the
Company complied, in all material respects, with the aforementioned servicing
criteria, including servicing criteria for which compliance is determined based
on Interpretation 17.06 as discussed above, as of and for the twelve months
ended December 31, 2006.

/s/ KPMG LLP

Chicago, IL 60601
March 1, 2007





EX-34 (h)
(logo) KPMG

KPMG LLP
303 East Wacker Drive
Chicago, IL 60601-5212

Report of Independent Registered Public Accounting Firm

The Board of Directors
The Corporate Trust Services division of Wells Fargo Bank National Association:

We have examined management's assertion, included in the accompanying Appendix
I, that the Document Custody section of the Corporate Trust Services division of
Wells Fargo Bank National Association complied with the servicing criteria set
forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB
for publicly-issued (i.e., transaction-level reporting required under the
Securities Exchange Act of 1934, as amended) residential mortgage-backed
securities and commercial mortgage-backed securities issued on or after January
1, 2006 for which the Company provides document custody services, excluding any
publicly issued transactions issued by any government sponsored entity (the
Platform) as of and for the twelve months ended December 31, 2006. Management
has determined that servicing criteria 1122(d)(4)(i) and 1122(d)(4)(ii) are
applicable to the activities it performs with respect to the Platform, and that
all other servicing criteria set forth in Item 1122(d) are not applicable to the
document custody services provided by the Company with respect to the Platform.
Management is responsible for the Company's compliance with those servicing
criteria. Our responsibility is to express an opinion on management's assertion
about the Company's compliance based on our examination.

Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing of
less than all of the individual asset-backed transactions and securities that
comprise the Platform, testing of less than all of the servicing activities
related to the Platform, and determining whether the Company processed those
selected transactions and performed those selected activities in compliance with
the servicing criteria. Furthermore, our procedures were limited to the selected
transactions and servicing activities performed by the Company during the period
covered by this report. Our procedures were not designed to determine whether
errors may have occurred either prior to or subsequent to our tests that may
have affected the balances or amounts calculated or reported by the Company
during the period covered by this report for the selected transactions or any
other transactions. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the servicing criteria.

In our opinion, management's assertion that the Company complied with the
aforementioned servicing criteria as of and for the period ended December 31,
2006 is fairly stated, in all material respects.

/s/ KPMG LLP

Chicago, Illinois
March 1, 2007

KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG
International, a Swiss cooperative.





EX-34 (i)
(logo) ERNST & YOUNG


Ernst & Young LLP
Suite 2800
600 Peachtree Street
Atlanta, Georgia 30308-2215

Phone: (404) 874-8300
www.ey.com

Report of Independent Registered Public Accounting Firm

We have examined management's assertion, included in the accompanying Report on
Assessment of Compliance with Securities and Exchange Commission's Regulation AB
Servicing Criteria, that ZC Sterling Insurance Agency, Inc. (the Company)
complied with certain servicing criteria set forth in Item 1122(d) of the
Securities and Exchange Commission's Regulation AB for the ZC Sterling
Integrated Product Solution (ZIPS) hazard insurance outsourcing Platform
(Platform) as of and for the year ended December 31, 2006. The Company has
determined that only certain servicing criteria 1122 (d) 1(iv), 1122 (d) 2(vi),
1122 (d) 4(xi), 1122 (d) 4(xii), and 1122 (d) 4(xiii) are applicable to the
activities performed by them with respect to the Platform covered by this
report. The Company has determined that the remaining servicing criteria set
forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB
are not applicable to the activities performed by them with respect to the
Platform covered by this report. See Appendix A of management's assertion for
the Platform covered by this report. Management is responsible for the Company's
compliance with those servicing criteria, Our responsibility is to express an
opinion on management's assertion about the Company's compliance with the
servicing criteria based on our examination.

Our examination was conducted in accordance with standards of the Public Company
Accounting Oversight Board (United States) and, accordingly, included examining,
on a test basis, evidence about the Company's compliance with the applicable
servicing criteria and performing such other procedures as we considered
necessary in the circumstances. Our examination included testing of less than
all of the servicing activities related to the Platform, and determining whether
the Company performed those selected activities in compliance with the servicing
criteria. Furthermore, our procedures were limited to the servicing activities
performed by the Company during the period covered by this report. Our
procedures were not designed to determine whether errors may have occurred
either prior to or subsequent to our tests that may have affected the balances
or amounts calculated or reported by the Company during the period covered by
this report for the Platform. We believe that our examination provides a
reasonable basis for our opinion. Our examination does not provide a legal
determination on the Company's compliance with the servicing criteria.

In our opinion, management's assertion that the Company complied with the
aforementioned servicing criteria as of and for the year ended December 31, 2006
for the ZIPS Platform is fairly stated, in all material respects.

/s/ Ernst & Young LLP

February 20, 2007


A Member Practice of Ernst & Young Global





EX-35 (b)
(logo) EMC
Mortgage Corporation
Proven Performance

ITEM 1123 ANNUAL STATEMENT OF COMPLIANCE

EMC MORTGAGE CORPORATION

I, John Vella, President and Chief Executive Officer of EMC Mortgage Corporation
("EMC") as servicer pursuant to the Bear Stearns Asset Backed Securities Trust
2006-3 Agreement (the "Agreement") hereby certify that:

1.   A review of EMC's activities during the period from and including January
     1, 2006 through and including December 31, 2006 (the ""Reporting Period")
     and EMC's performance under the Agreement has been made under my
     supervision.

2.   To the best of my knowledge, based on such review, EMC has fulfilled all of
     its obligations under the Agreement in all material respects throughout the
     Reporting Period.


IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 12th
day of March 2007.

By: /s/ John Vella
John Vella
President and Chief Executive Officer


2780 Lake Vista Drive, Lewisville, Texas 75067
Mailing Address: P.O. Box 1292190 Lewisville, Texas 75029-2190

(logo) MBA
Member
Mortgage Bankers
Association of America





EX-35 (e)
(logo) WELLS FARGO HOME MORTGAGE

Wells Fargo Home Mortgage
One Home Campus
Des Moines, IA 50328-0001


Wells Fargo Bank, N.A.
Servicer Compliance Statement

1. I, John B. Brown, Senior Vice President of Wells Fargo Bank, N.A. ("Wells
Fargo") hereby state that a review of the activities of Wells Fargo during the
calendar year 2006 and of Wells Fargo's performance under the servicing
agreement(s) listed on the attached Exhibit A (the "Servicing Agreement(s)") has
been made under my supervision.

2. To the best of my knowledge, based on such review, Wells Fargo has fulfilled
all of its obligations under the Servicing Agreement(s) in all material respects
throughout 2006.

/s/ John B. Brown
John B. Brown
Senior Vice President
Wells Fargo Bank, N.A.

March 1, 2007


Wells Fargo Home Mortgage
is a division of Wells Fargo Bank, N.A.


(page)

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>

                Series                                                                  Shelf
BNC 2006-2      BNC Mortgage Loan Trust 2006-2                                          Lehman          106     713
BAF 2006-7      Banc of America Funding 2006-7 Trust                                    Bank of America 106     S05
BAF 2006-8T2    Banc of America Funding 2006-8T2 Trust                                  Bank of America 106     S06
BAF 2006-G      Banc of America Funding 2006-G Trust                                    Bank of America 708     444
BST 2006-2      Bear Steams ARM Trust 2006-2                                            Bear Stearns    708     342
BSL 2006-5      Bear Steams ALT-A Trust 2006-5                                          Bear Stearns    708     348
BSA 2006-3      Bear Steams Asset Backed Securities I Trust 2006-3                      Bear Stearns    708     368
BSL 2006-4      Bear Stearns ALT-A Trust 2006-4                                         Bear Stearns    708     369
BSA 2006-SD4    Bear Steams Asset Backed Securities Trust 2006-SD4                      Bear Stearns    708     457
CMLTI 2006-FX1  Citigroup Mortgage Loan Trust 2006-FX1                                  Citigroup       106     C19
DAL 2006-AR6    Deutsche Alt-A Securities Mortgage Loan Trust, Series 2006-AR6          Deutsche        106     X20
GSA 2006-15     GSAA Home Equity Trust 2006-15                                          Goldman Sachs   106     G15
GSA 2006-8      GSAA Home Equity Trust 2006-8                                           Goldman Sachs   708     B77
JPMMT 2006-S3   J.P. Morgan Mortgage Trust 2006-S3                                      JP Morgan       708     380
JPMMT 2006-A6   J.P. Morgan Mortgage Trust 2006-A6                                      JP Morgan       708     455
JPMMT 2006-Al   J.P. Morgan Mortgage Trust 2006-Al                                      JP Morgan       708     B10
JPMAC 2006-WF1  J.P. Morgan Mortgage Acquisition Trust 2006-WF1                         JP Morgan       708-396
SAIL 2006-BN1   Structured Asset Investment Loan Trust 2006-BNC1                        Lehman          106     713
SAIL 2006-BN2   Structured Asset Investment Loan Trust 2006-BNC2                        Lehman          106     717
SAIL 2006-BN3   Structured Asset Investment Loan Trust 2006-BNC3                        Lehman          106     725
SARM 2006-5     Structured Adjustable Rate Mortgage Loan Trust, Series 2006-5           Lehman          708     345
SAIL 2006-4     Structured Asset Investment Loan Trust 2006-4                           Lehman          708     364
SASC 2006-WF2   Structured Asset Securities Corporation Mortgage Loan Trust 2006-WF2    Lehman          708     367
SARM 2006-6     Structured Adjustable Rate Mortgage Loan Trust, Series 2006-6           Lehman          708     373
SASC 2006-WF3   Structured Asset Securities Corporation Mortgage Loan Trust 2006-WF3    Lehman          708     441
LMT 2006-5      Lehman Mortgage Trust 2006-5                                            Lehman          708     442
SARM 2006-8     Structured Adjustable Rate Mortgage Loan Trust, Series 2006-8           Lehman          708     450
SAIL 2006-1     Structured Asset Investment Loan Trust 2006-1                           Lehman          708     B02
SARM 2006-2     Structured Adjustable Rate Mortgage Loan Trust, Series 2006-2           Lehman          708     B40
SASC 2006-BC1   Structured Asset Securities Corporation Mortgage Loan Trust 2006-BC1    Lehman          708     B41
SAIL 2006-2     Structured Asset Investment Loan Trust 2006-2                           Lehman          708     B47
SARM 2006-1     Structured Adjustable Rate Mortgage Loan Trust, Series 2006-1           Lehman          708     B56
SASC 2006-WF1   Structured Asset Securities Corporation Mortgage Loan Trust 2006-WF1    Lehman          708     B58
SARM 2006-4     Structured Adjustable Rate Mortgage Loan Trust, Series 2006-4           Lehman          708     B76
SASC 2006-AM1   Structured Asset Securities Corporation Mortgage Loan Trust 2006-AM1    Lehman          103     716
MLM 2006-A04    Merrill Lynch Mortgage Investors Trust, Series 2006-A4                  Merrill Lynch   708     376
MLM 2006-AF1    Merrill Lynch Mortgage Investors Trust, Series 2006-AF1                 Merrill Lynch   708     454
MLC 2006-3      Merrill Lynch Mortgage Investors Trust, Series MLCC 2006-3              Merrill Lynch   708     832
MLM 2006-A03    Merrill Lynch Mortgage Investors Trust, Series 2006-A3                  Merrill Lynch   708     B31
MSML 2006-2     Morgan Stanley Mortgage Loan Trust 2006-2                               Morgan Stanley  106     P39
MSML 2006-7     Morgan Stanley Mortgage Loan Trust 2006-7                               Morgan Stanley  106     P46
MSML 2006-11    Morgan Stanley Mortgage Loan Trust 2006-11                              Morgan Stanley  106     P56
MSML 2006-12X   Morgan Stanley Mortgage Loan Trust 2006-12XS                            Morgan Stanley  106     P65
MSML 2006-13AR  Morgan Stanley Mortgage Loan Trust 2006-13ARX                           Morgan Stanley  106     P66

</TABLE>


(page)


<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>

NHEL 2006-WF1   Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series 2006-WF1  Nomura          106     Q54
NHEL 2006-HE1   Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series 2006-HE1  Nomura          708     H02
MASTR 2006-1    Mastr Asset Securitization Trust 2006-1                                 UBS             708     H02
MARM 2006-2     MASTR Adjustable Rate Mortgages Trust 2006-2                            UBS             708     H04
MASTR 2006-2    MASTR Asset Securitization Trust 2006-2                                 UBS             708     Q54
WFHET 2006-3    Wells Fargo Home Equity Asset-Backed Securities 2006-3 Trust            Wells Fargo     708     843
WFMBS 2006-1    Wells Fargo Mortgage Backed Securities 2006-1 Trust                     Wells Fargo     708     JD
WFMBS 2006-2    Wells Fargo Mortgage Backed Securities 2006-2 Trust                     Wells Fargo     708     JD
WFMBS 2006-3    Wells Fargo Mortgage Backed Securities 2006-3                           Wells Fargo     708     JD
WFMBS 2006-4    Wells Fargo Mortgage Backed Securities 2006-4 Trust                     Wells Fargo     708     JD
WFMBS 2006-5    Wells Fargo Mortgage Backed Securities 2006-5 Trust                     Wells Fargo     708     JD
WFMBS 2006-6    Wells Fargo Mortgage Backed Securities 2006-6 Trust                     Wells Fargo     708     JD
WFMBS 2006-7    Wells Fargo Mortgage Backed Securities 2006-7 Trust                     Wells Fargo     708     JD
WFMBS 2006-8    Wells Fargo Mortgage Backed Securities 2006-8 Trust                     Wells Fargo     708     JD
WFMBS 2006-9    Wells Fargo Mortgage Backed Securities 2006-9 Trust                     Wells Fargo     708     JD
WFMBS 2006-10   Wells Fargo Mortgage Backed Securities 2006-10 Trust                    Wells Fargo     708     JD
WFMBS 2006-11   Wells Fargo Mortgage Backed Securities 2006-11 Trust                    Wells Fargo     708     JD
WFMBS 2006-12   Wells Fargo Mortgage Backed Securities 2006-12 Trust                    Wells Fargo     708     JD
WFMBS 2006-13   Wells Fargo Mortgage Backed Securities 2006-13 Trust                    Wells Fargo     708     JD
WFMBS 2006-14   Wells Fargo Mortgage Backed Securities 2006-14 Trust                    Wells Fargo     708     JD
WFMBS 2006-15   Wells Fargo Mortgage Backed Securities 2006-15 Trust                    Wells Fargo     708     JD
WFMBS 2006-16   Wells Fargo Mortgage Backed Securities 2006-16 Trust                    Wells Fargo     708     JD
WFMBS 2006-17   Wells Fargo Mortgage Backed Securities 2006-17 Trust                    Wells Fargo     708     JD
WFMBS 2006-18   Wells Fargo Mortgage Backed Securities 2006-18 Trust                    Wells Fargo     708     JD
WFMBS 2006-19   Wells Fargo Mortgage Backed Securities 2006-19 Trust                    Wells Fargo     708     JD
WFMBS 2006-20   Wells Fargo Mortgage Backed Securities 2006-20 Trust                    Wells Fargo     708     JD
WFMBS 2006-A10  Wells Fargo Mortgage Backed Securities 2006-AR10 Trust                  Wells Fargo     708     JD
WFMBS 2006-Al1  Wells Fargo Mortgage Backed Securities 2006-AR11 Trust                  Wells Fargo     708     JD
WFMBS 2006-A12  Wells Fargo Mortgage Backed Securities 2006-AR12 Trust                  Wells Fargo     708     JD
WFMBS 2006-A13  Wells Fargo Mortgage Backed Securities 2006-AR13 Trust                  Wells Fargo     708     JD
WFMBS 2006-A14  Wells Fargo Mortgage Backed Securities 2006-AR14 Trust                  Wells Fargo     708     JD
WFMBS 2006-A15  Wells Fargo Mortgage Backed Securities 2006-AR15 Trust                  Wells Fargo     708     JD
WFMBS 2006-A16  Wells Fargo Mortgage Backed Securities 2006-AR16 Trust                  Wells Fargo     708     JD
WFMBS 2006-A17  Wells Fargo Mortgage Backed Securities 2006-AR17 Trust                  Wells Fargo     708     JD
WFMBS 2006-A18  Wells Fargo Mortgage Backed Securities 2006-AR18 Trust                  Wells Fargo     708     JD
WFMBS 2006-A19  Wells Fargo Mortgage Backed Securities 2006-AR19 Trust                  Wells Fargo     708     JD
WFMBS 2006-AR1  Wells Fargo Mortgage Backed Securities 2006-AR1 Trust                   Wells Fargo     708     JD
WFMBS 2006-AR2  Wells Fargo Mortgage Backed Securities 2006-AR2 Trust                   Wells Fargo     708     JD
WFMBS 2006-AR3  Wells Fargo Mortgage Backed Securities 2006-AR3 Trust                   Wells Fargo     708     JD
WFMBS 2006-AR4  Wells Fargo Mortgage Backed Securities 2006-AR4 Trust                   Wells Fargo     708     JD
WFMBS 2006-AR5  Wells Fargo Mortgage Backed Securities 2006-AR5 Trust                   Wells Fargo     708     JD
WFMBS 2006-AR6  Wells Fargo Mortgage Backed Securities 2006-AR6 Trust                   Wells Fargo     708     JD
WFMBS 2006-AR7  Wells Fargo Mortgage Backed Securities 2006-AR7 Trust                   Wells Fargo     708     JD
WFMBS 2006-AR8  Wells Fargo Mortgage Backed Securitues 2006-AR8 Trust                   Wells Fargo     708     JD

</TABLE>





EX-35 (f)
(logo) WELLS FARGO

Corporate Trust Services
MAC N2702-011
9062 Old Annapolis Road
Columbia, MD 21045
410 884-2000
410 715-2380 Fax

Wells Fargo Bank, N.A.


March 12, 2007

Bear Stearns Asset Backed Securities I LLC
245 Park Avenue
4th Floor
New York, NY 10167

RE: Annual Statement As To Compliance for Bear Stearns Asset Backed Securities I
Trust 2006-3

Per Section 3.16 of the Pooling and Servicing Agreement, dated as of 7/1/2006,
the undersigned Officer of Wells Fargo Bank, N.A., (Master Servicer), hereby
certifies the following for the 2006 calendar year or portion thereof:

(i)   A review of the activities of each such party during the preceding
      calendar year and of its performance under this 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 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.

(iii) Notwithstanding anything herein to contrary (and noting that, to the
      extent of any inconsistency, any and all other statements, certifications
      or assertions herein are subject to the following): instances of
      noncompliance related to the subject transaction for the applicable
      reporting period are identified on Schedule A hereto.


Certified By:
/s/ Kristen Ann Cronin
Kristen Ann Cronin, Vice President

Certified By:
/s/ Gordon Johnson
Gordon Johnson, Assistant Secretary


(page)


Schedule A

Reporting Errors

During the reporting period, one or more of the monthly investor reports
contained certain types of errors in regard to the calculation and or the
reporting of delinquencies for the pool assets. To the best of the signing
officer's knowledge, each such error, which may or may not have been material,
has been identified and remedied and any related corrective action has been
disclosed in a report previously filed with the SEC in respect of the reporting
period.





EX-35 (g)
(logo) WELLS FARGO

Corporate Trust Services
MAC N2702-011
9062 Old Annapolis Road
Columbia, MD 21045
410 884-2000
410 715-2380 Fax

Wells Fargo Bank, N.A.


March 12, 2007

Bear Stearns Asset Backed Securities I LLC
245 Park Avenue
4th Floor
New York, NY 10167

RE: Annual Statement As To Compliance for Bear Stearns Asset Backed Securities I
Trust 2006-3

Per Section 3.16 of the Pooling and Servicing Agreement, dated as of 7/1/2006,
the undersigned Officer of Wells Fargo Bank, N.A., (Securities Administrator),
hereby certifies the following for the 2006 calendar year or portion thereof:

(i)   A review of the activities of each such party during the preceding
      calendar year and of its performance under this 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 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.

(iii) Notwithstanding anything herein to contrary (and noting that, to the
      extent of any inconsistency, any and all other statements, certifications
      or assertions herein are subject to the following): instances of
      noncompliance related to the subject transaction for the applicable
      reporting period are identified on Schedule A hereto.


Certified By:
/s/ Kristen Ann Cronin
Kristen Ann Cronin, Vice President

Certified By:
/s/ Gordon Johnson
Gordon Johnson, Assistant Secretary


(page)


Schedule A

Reporting Errors

During the reporting period, one or more of the monthly investor reports
contained certain types of errors in regard to the calculation and or the
reporting of delinquencies for the pool assets. To the best of the signing
officer's knowledge, each such error, which may or may not have been material,
has been identified and remedied and any related corrective action has been
disclosed in a report previously filed with the SEC in respect of the reporting
period.




EX-99



                                                                Execution Copy
------------------------------------------------------------------------------

                  BEAR STEARNS ASSET BACKED SECURITIES I LLC
                                    Owner

                                     and

                           EMC MORTGAGE CORPORATION
                                   Servicer

                             SERVICING AGREEMENT

                           Dated as of July 1, 2006

              Bear Stearns Asset Backed Securities Trust 2006-3
                      Mortgage Pass-Through Certificates

                                Series 2006-3

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

(page)

Article I DEFINITIONS..........................................................1

     Section 1.01.    Defined Terms............................................1

Article II SERVICING OF MORTGAGE LOANS; POSSESSION OF SERVICING FILES; BOOKS
     AND RECORDS; DELIVERY OF MORTGAGE LOAN DOCUMENTS.........................11

     Section 2.01.    Servicing of Mortgage Loans.............................11
     Section 2.02.    Maintenance of Servicing Files..........................11
     Section 2.03.    Books and Records.......................................11
     Section 2.04.    Transfer of Mortgage Loans..............................12
     Section 2.05.    Delivery of Mortgage Loan Documents.....................12

Article III REPRESENTATIONS AND WARRANTIES OF THE SERVICER....................13

Article IV ADMINISTRATION AND SERVICING OF MORTGAGE LOANS.....................15

     Section 4.01.    Servicer to Act as Servicer.............................15
     Section 4.02.    Collection of Mortgage Loan Payments....................17
     Section 4.03.    Realization Upon Defaulted Mortgage Loans...............18
     Section 4.04.    Establishment of Custodial Accounts; Deposits in
                      Custodial Accounts......................................18
     Section 4.05.    Permitted Withdrawals From the Custodial Account........20
     Section 4.06.    Establishment of Escrow Accounts; Deposits in Escrow
                      Accounts................................................20
     Section 4.07.    Permitted Withdrawals From Escrow Account...............21
     Section 4.08.    Payment of Taxes, Insurance and Other Charges,
                      Maintenance of Primary Mortgage Insurance Policies,
                      Collections Thereunder..................................22
     Section 4.09.    Transfer of Accounts....................................23
     Section 4.10.    Maintenance of Hazard Insurance.........................23
     Section 4.11.    Maintenance of Mortgage Impairment Insurance Policy.....24
     Section 4.12.    Fidelity Bond, Errors and Omissions Insurance...........24
     Section 4.13.    Title, Management and Disposition of REO Property.......25
     Section 4.14.    Notification of Adjustments.............................26

Article V PAYMENTS TO THE OWNER...............................................27

     Section 5.01.    Remittances.............................................27
     Section 5.02.    Statements to the Owner and the Master Servicer.........27
     Section 5.03.    Monthly Advances by the Servicer........................28
     Section 5.04.    Liquidation Reports.....................................29

Article VI GENERAL SERVICING PROCEDURES.......................................29

     Section 6.01.    Assumption Agreements...................................29
     Section 6.02.    Satisfaction of Mortgages and Release of Mortgage Loan
                      Documents...............................................30
     Section 6.03.    Servicing Compensation..................................31
     Section 6.04.    Annual Statement as to Compliance; Annual Certification.31
     Section 6.05.    [Reserved]..............................................32

                                       i
(page)

     Section 6.06.    Owner's Right to Examine Servicer Records...............32
     Section 6.07.    Compliance with REMIC Provisions........................32
     Section 6.08.    Non-solicitation........................................33
     Section 6.09.    Assessment of Compliance with Servicing Criteria........33
     Section 6.10.    Intent of the Parties; Reasonableness...................34

Article VII REPORTS TO BE PREPARED BY SERVICER................................35

     Section 7.01.    Servicer Shall Provide Information as Reasonably
                      Required................................................35

Article VIII THE SERVICER.....................................................35

     Section 8.01.    Indemnification; Third Party Claims.....................35
     Section 8.02.    Merger or Consolidation of the Servicer.................35
     Section 8.03.    Limitation on Liability of the Servicer and Others......36
     Section 8.04.    Servicer Not to Resign..................................36
     Section 8.05.    No Transfer of Servicing................................37

Article IX DEFAULT............................................................37

     Section 9.01.    Events of Default.......................................37
     Section 9.02.    Waiver of Defaults......................................39

Article X TERMINATION.........................................................39

     Section 10.01.   Termination.............................................39
     Section 10.02.   Cooperation of Servicer with a Reconstitution...........39
     Section 10.03.   Master Servicer.........................................43

Article XI MISCELLANEOUS PROVISIONS...........................................44

     Section 11.01.   Successor to the Servicer...............................44
     Section 11.02.   Amendment...............................................45
     Section 11.03.   Recordation of Agreement................................45
     Section 11.04.   Governing Law...........................................45
     Section 11.05.   Notices.................................................45
     Section 11.06.   Severability of Provisions..............................46
     Section 11.07.   Exhibits................................................47
     Section 11.08.   General Interpretive Principles.........................47
     Section 11.09.   Reproduction of Documents...............................47
     Section 11.10.   Confidentiality of Information..........................48
     Section 11.11.   Assignment by the Owner.................................48
     Section 11.12.   No Partnership..........................................48
     Section 11.13.   Execution, Successors and Assigns.......................48
     Section 11.14.   Entire Agreement........................................48
     Section 11.15.   Use of Subservicers and Subcontractors..................48
     Section 11.16.   Third Party Beneficiary.................................49

                                       ii
(page)

EXHIBITS

Exhibit A   Mortgage Loan Schedule
Exhibit B   Custodial Account Letter Agreement
Exhibit C   Escrow Account Letter Agreement
Exhibit D   Form of Request for Release
Exhibit E   Reporting Data for Monthly Report
Exhibit F   Reporting Data for Defaulted Loans
Exhibit G   Form of Owner Certification
Exhibit H   Summary of Regulation AB Servicing Criteria
Exhibit I   Summary of Applicable Regulation AB Requirements
Exhibit J   Servicing Criteria to be Addressed in Assessment of Compliance
Exhibit K   Reporting Data for Realized Losses and Gains

(page)

      THIS  IS A  SERVICING  AGREEMENT,  dated  as of  July  1,  2006,  and is
executed between Bear Stearns Asset Backed  Securities I LLC (the "Owner") and
EMC Mortgage Corporation (the "Servicer").

                            W I T N E S S E T H :

      WHEREAS, the Owner is the owner of the Mortgage Loans;

      WHEREAS,  the Owner and the  Servicer  wish to prescribe  the  permanent
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 Owner and the Servicer 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:   The  procedures,   including  prudent
collection and loan  administration  procedures,  and the standard of care (i)
employed by prudent  mortgage  servicers  which service  mortgage loans of the
same type as the  Mortgage  Loans in the  jurisdictions  in which the  related
Mortgage  Properties  are  located or (ii) in  accordance  with the Fannie Mae
Guide or Freddie Mac Guide,  subject to any variances  negotiated  with Fannie
Mae or Freddie Mac and subject to the express  provisions  of this  Agreement.
Such  standard of care shall not be lower than that the  Servicer  customarily
employs and exercises in servicing and  administering  similar  mortgage loans
for its own account and shall be in full compliance  with all federal,  state,
and local laws, ordinances, rules and regulations.

      Adjustment  Date:  As to each ARM Loan,  the date on which the  Mortgage
Interest  Rate is  adjusted  in  accordance  with  the  terms  of the  related
Mortgage Note.

      Agreement:  This  Servicing  Agreement  including  all exhibits  hereto,
amendments hereof and supplements hereto.

      ARM Loans: First lien,  conventional,  1-4 family  residential  Mortgage
Loans with interest  rates which adjust from time to time in  accordance  with
the  related  Index and are subject to Periodic  Rate Caps and  Lifetime  Rate
Caps and which may permit conversion to fixed interest rates.

      BSABS I:  Bear Stearns Asset Backed Securities I LLC.

      Business  Day:  Any day other than (i) a Saturday  or Sunday,  or (ii) a
legal  holiday  in  the  States  of  Maryland,  Minnesota,  New  York  or  the
jurisdiction  in which the Servicer  conducts  its  servicing  activities,  or
(iii) a day on which banks in the States of Maryland,  Minnesota,  New York or
the jurisdiction in which the Servicer  conducts its servicing  activities are
authorized or obligated by law or executive order to be closed.


                                       1
(page)

      Code:  The  Internal  Revenue  Code of 1986,  as it may be amended  from
time  to  time,  or  any  successor  statute  thereto,   and  applicable  U.S.
Department of the Treasury regulations issued pursuant thereto.

      Commission or SEC:  The Securities and Exchange Commission.

      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.

      Custodial  Account:  One or more demand account or accounts  created and
maintained  pursuant to Section  4.04 which shall be entitled  "EMC  Custodial
Account  in trust for  BSABS I,  Owner of Whole  Loan  Mortgages  and  various
Mortgagors"  established  at a Qualified  Depository,  each of which  accounts
shall be held by such Qualified  Depository in a fiduciary capacity,  separate
and apart from its funds and general assets.

      Custodian:  Wells  Fargo  Bank,  National  Association,  or  such  other
custodian as Owner shall designate.

      Cut-off  Date:  With  respect  to any  Mortgage  Loan,  the  opening  of
business on the first day of the month in which the related  closing date with
respect to such Mortgage Loan occurs.

      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.

      Depositor:  The  depositor,  as such term is defined in  Regulation  AB,
with respect to any Pass-Through Transfer.

      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 Remittance Date.

      Due Date:  Each day on which  payments of  principal  and  interest  are
required  to be paid in  accordance  with the  terms of the  related  Mortgage
Note, exclusive of any days of grace.


                                       2
(page)

      Due  Period:   With  respect  to  each   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.

      Escrow  Account:  The  separate  trust  account or accounts  created and
maintained  pursuant  to Section  4.06 which  shall be  entitled  "EMC  Escrow
Account,  in trust for BSABS I,  Owner of Whole  Loan  Mortgages  and  various
Mortgagors" and shall be established at a Qualified Depository,  each of which
accounts  shall in no event  contain  funds in  excess  of the FDIC  insurance
limits.

      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:  Fannie Mae, or any successor thereto.

      Fannie  Mae  Guide:  The  Fannie  Mae  Selling  Guide and the Fannie Mae
Servicing Guide and all amendments or additions thereto.

      Fidelity  Bond:  A  fidelity  bond  to be  maintained  by  the  Servicer
pursuant to Section 4.12.

      FIRREA: The Financial  Institutions  Reform,  Recovery,  and Enforcement
Act of 1989, as amended from time to time.

      Freddie Mac:  Freddie Mac, or any successor thereto.

      Freddie Mac Guide:  The  Freddie  Mac Selling  Guide and the Freddie Mac
Servicing Guide and all amendments or additions thereto.

      Full Principal  Prepayment:  A Principal  Prepayment made by a Mortgagor
of the entire principal balance of a Mortgage Loan.

      GAAP:  Generally accepted accounting procedures, consistently applied.

      HUD: The United States  Department of Housing and Urban  Development  or
any successor.

      Index:  With respect to each ARM Loan, on the related  Adjustment  Date,
the index used to determine the Mortgage Interest Rate on each such ARM Loan.


                                       3
(page)

      Insurance  Proceeds:  With respect to each  Mortgage  Loan,  proceeds of
insurance  policies  insuring  the  Mortgage  Loan  or the  related  Mortgaged
Property.

      Lifetime Rate Cap: With respect to each ARM Loan,  the maximum  Mortgage
Interest  Rate  over the  term of such  Mortgage  Loan,  as  specified  in the
related Mortgage Note.

      Liquidation  Proceeds:   Amounts,  other  than  Insurance  Proceeds  and
Condemnation  Proceeds,  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,  other than
amounts  received  following the  acquisition  of an REO Property  pursuant to
Section 4.13.

      Margin:  With respect to each ARM 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.

      Master   Servicer:   Wells  Fargo  Bank,   National   Association,   its
successors  in interest and assigns,  or any successor  thereto  designated by
the Owner.

      Monthly  Advance:  The aggregate of the advances made by the Servicer on
any Remittance Date pursuant to Section 5.03.

      Monthly  Payment:  With respect to each  Mortgage  Loan,  the  scheduled
monthly  payment of  principal  and interest  thereon  which is payable by the
related 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  Interest Rate:  The annual rate at which  interest  accrues on
any Mortgage Loan in accordance  with the  provisions of the related  Mortgage
Note,  and in the case of an ARM Loan,  as adjusted  from time to time on each
Adjustment  Date for such  Mortgage  Loan to equal the Index for such Mortgage
Loan plus the Margin for such Mortgage  Loan,  and subject to the  limitations
on such  interest  rate imposed by the Periodic Rate Cap and the Lifetime Rate
Cap.

      Mortgage  Loan: An  individual  Mortgage  Loan  described  herein and as
further  identified  on  the  Mortgage  Loan  Schedule,  which  Mortgage  Loan
includes  without   limitation  the  Mortgage  Loan  Documents,   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.

      Mortgage Loan  Documents:  The original  mortgage  loan legal  documents
held by the Custodian.

      Mortgage Loan  Remittance  Rate: With respect to each Mortgage Loan, the
annual  rate of interest  remitted  to the Owner,  which shall be equal to the
related Mortgage Interest Rate minus the Servicing Fee Rate.


                                       4
(page)

      Mortgage Loan Schedule:  The schedule of Mortgage Loans attached  hereto
as Exhibit A, such schedule being acceptable to the Owner and the Servicer.

      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.

      Mortgagor:  The obligor on a Mortgage Note.

      Negative  Amortization:  The portion of interest accrued at the Mortgage
Interest  Rate in any month which  exceeds  the Monthly  Payment on a Mortgage
Loan,  including  an Option  ARM  Mortgage  Loan,  for such  month and  which,
pursuant to the terms of the Mortgage Note, is added to the principal  balance
of the related Mortgage Loan.

      Net  Liquidation  Proceeds:   As  to  any  Mortgage  Loan,   Liquidation
Proceeds net of unreimbursed  Servicing  Advances,  Servicing Fees and Monthly
Advances  and  expenses  incurred  by the  Servicer  in  connection  with  the
liquidation of the Mortgage Loan and the related Mortgaged Property.

      Nonrecoverable  Advance:  Any advance  previously  made by the  Servicer
pursuant to Section 5.03 or any Servicing  Advance  proposed to be made by the
Servicer  in respect of a Mortgage  Loan or REO  Property  which,  in the good
faith  judgment of the  Servicer,  may not be  ultimately  recoverable  by the
Servicer  from  Liquidation  Proceeds or Insurance  Proceeds on such  Mortgage
Loan or REO Property as provided  herein.  The  determination  by the Servicer
that it has made a  Nonrecoverable  Advance,  or that a proposed  advance  may
constitute  a  Nonrecoverable  Advance,  shall be  evidenced  by an  Officer's
Certificate  of the Servicer  delivered to the Owner and detailing the reasons
for such determination.

      Officer's  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 Servicer,  and delivered
to the Owner 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 Owner.

      Option ARM Mortgage  Loan:  An ARM Loan which (i) provides the Mortgagor
with  multiple  Monthly  Payment  options  and (ii)  may  result  in  Negative
Amortization, as set forth in the Servicer's underwriting guidelines.

      Owner:  Bear Stearns  Asset Backed  Securities I LLC, its  successors in
interest and assigns  (including the Trustee in connection with a Pass-Through
Transfer).

      Partial Principal  Prepayment:  A Principal Prepayment by a Mortgagor of
a partial principal balance of a Mortgage Loan.


                                       5
(page)

      Pass-Through  Transfer:  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.

      Periodic Rate Cap: With respect to each ARM Loan,  the maximum  increase
or decrease in the Mortgage Interest Rate on any Adjustment Date.

      Permitted  Investments:  Any one or more of the following obligations or
securities:

            (i)   direct  obligations  of, and  obligations the timely payment
            of which are 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  institution or trust company
            incorporated  under the laws of the  United  States of  America or
            any state thereof  (including any Trustee or the Master  Servicer)
            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 Federal  Deposit  Insurance
            Corporation;

            (iii) repurchase  obligations  with  respect  to (a) any  security
            described in clause (i) above or (b) any other security  issued or
            guaranteed  by an 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,  in  either  case
            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  (including  any Trustee or the Master  Servicer)
            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  investment
            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  securities  issued  by such  corporation  and  held as
            Permitted  Investments to exceed 10% of the aggregate  outstanding
            principal balances and amounts of all the Permitted Investments;


                                       6
(page)

            (v)   commercial   paper   (including  both   non-interest-bearing
            discount obligations and  interest-bearing  obligations payable on
            demand or on a  specified  date not more  than one year  after the
            date  of  issuance  thereof)  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; 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  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  (which  may  include  repurchase
            obligations  secured by  collateral  described  in clause (i)) and
            other  securities  (including  money  market or common trust funds
            for which any  Trustee or the  Master  Servicer  or any  affiliate
            thereof  acts as a manager or an advisor)  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 obligations  underlying such instrument
or if such security  provides for payment of both  principal and interest with
a yield to maturity in excess of 120% of the yield to maturity at 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  Excess:  With respect to any Remittance  Date, for
each 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  Remittance  Date occurs and
the  Determination  Date of the calendar month in which such  Remittance  Date
occurs,  an  amount  equal  to  interest  (to  the  extent  received)  at  the
applicable  Mortgage  Loan  Remittance  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  Remittance  Date  occurs  and  ending  on the last  date
through which interest is collected from the related Mortgagor.

      Prepayment  Interest  Shortfall:  With respect to any  Remittance  Date,
for each such  Mortgage  Loan that was the subject of a  Principal  Prepayment
during the  portion of the related  Prepayment  Period  occurring  between the
first day of the related  Prepayment  Period and the last day of the  calendar
month  preceding  the month in which such  Remittance  Date occurs,  an amount
equal to interest  (to be paid by the  Servicer  out of its own funds  without
reimbursement  therefor) at the applicable  Mortgage Loan  Remittance  Rate on
the amount of such Principal  Prepayment for the number of days  commencing on
the date on which the  prepayment is applied and ending on the last day of the
calendar month preceding such Remittance Date.


                                       7
(page)

      Prepayment  Period:  As to any Remittance  Date, (a) in the case of Full
Principal  Prepayments,  the  period  commencing  on the 16th day of the month
prior to the month in which the related  Remittance  Date occurs and ending on
the 15th day of the month in which such  Remittance  Date  occurs,  and (b) in
the case of Partial Principal  Prepayments or other recoveries,  the preceding
calendar month.

      Primary  Mortgage  Insurance  Policy:  Each  primary  policy of mortgage
insurance,  or any  replacement  policy  therefor  obtained  by  the  Servicer
pursuant to Section 4.08.

      Prime  Rate:  The prime rate of U.S.  money  center  banks as  published
from time to time in The Wall Street Journal.

      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.

      Qualified Appraiser:  An appraiser,  duly appointed by the Servicer, 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,  which  appraiser  and  the
appraisal made by such appraiser both satisfy the  requirements of Title XI of
FIRREA and the  regulations  promulgated  thereunder,  all as in effect on the
date the Mortgage Loan was originated.

      Qualified  Depository:   (a)  The  Custodian,  (b)  a  depository,   the
accounts of which are insured by the FDIC and the short term debt  ratings and
the long term  deposit  ratings  of which are rated in one of the two  highest
rating  categories  by either of Moody's  Investors  Service,  Inc.  or Fitch,
Inc.,  or  (c)  a  depository,  the  short-term  debt  obligations,  or  other
short-term  deposits  of which  are  rated at least  `A-2'  and the  long-term
unsecured  debt  obligations  of which are rated at least  `AA-' by Standard &
Poor's Ratings Service, a division of The McGraw Hill Companies Inc.

      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 and Freddie Mac.

      Rating  Agency:  Standard & Poor's  Ratings  Service,  a division of The
McGraw Hill Companies Inc., and Moody's Investors Service, Inc.

      Reconstitution  Agreement:  Any  agreement  involving  any  Pass-Through
Transfer or Whole Loan Transfer.

      Regulation AB: Subpart  229.1100 - Asset Backed  Securities  (Regulation
AB),  17 C.F.R.  ss.ss.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.


                                       8
(page)

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

      REMIC  Provisions:   The  provisions  of  the  Federal  income  tax  law
relating to a REMIC,  which  appear at Section  860A through 860G of the Code,
and  related   provisions,   and   regulations,   rulings  or   pronouncements
promulgated thereunder, as the foregoing may be in effect from time to time.

      Remittance  Date:  The  Remittance  Date shall be no later than 1 PM New
York time on the 23rd day of any month,  or if such 23rd day is not a Business
Day, the first Business Day immediately preceding such 23rd 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 Owner as described in Section 4.13.

      Sarbanes  Certification:   A  certification  required  pursuant  to  The
Sarbanes-Oxley  Act of 2002 and the rules and  regulations  of the  Commission
promulgated  thereunder  (including any  interpretations or amendments thereof
by the Commission's staff).

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

      Securities  Administrator:  The securities administrator with respect to
any Pass-Through Transfer.

      Servicer:  EMC  Mortgage  Corporation,  or  any  of  its  successors  in
interest or any successor under this Agreement appointed as herein provided.

      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  relating to each Mortgage  Loan,  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),  (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  and  (e)  compliance  with  the
obligations under Section 4.08.


                                       9
(page)

      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 H for  convenience of reference only. In the event
of a conflict or inconsistency  between the terms of Exhibit H 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 Owner,  the Servicer and any Person that will be  responsible  for signing
any  Sarbanes  Certification  with  respect  to  a  Pass-Through  Transfer  in
response to evolving  interpretations of Regulation AB and incorporated into a
revised Exhibit H).

      Servicing  Fee:  With respect to each Mortgage  Loan,  the amount of the
annual  servicing fee the Owner 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
applicable  Servicing Fee Rate and (b) the  outstanding  principal  balance of
the 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 Owner to pay
the  Servicing  Fee is limited to, and the  Servicing  Fee is payable from the
interest  portion of such  Monthly  Payment  collected  by the  Servicer or as
otherwise provided under Section 4.05.

      Servicing  Fee Rate:  The  Servicing  Fee Rate shall be a rate per annum
between  0.25% and 0.50% for each  respective  mortgage  loan, in each case as
provided in the Mortgage Loan Schedule.

      Servicing File: The documents,  records and other items  pertaining to a
particular  Mortgage  Loan  and  any  additional  documents  relating  to such
Mortgage  Loan  as are  in,  or as may  from  time  to  time  come  into,  the
Servicer's possession.

      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
Owner 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 after giving
effect  to  payments  of  principal  due and  received  or for which a Monthly
Advance has been made,  minus (ii) all amounts  previously  distributed to the
Owner with respect to the Mortgage Loan representing Principal Prepayments.

      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.


                                       10
(page)

      Subservicer:  Any Person that services  Mortgage  Loans on behalf of the
Servicer 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 Servicer
under this  Agreement or any  Reconstitution  Agreement that are identified in
Item 1122(d) of Regulation AB.

      Trustee:  The  Person  appointed  as  trustee  in  connection  with  any
Pass-Through Transfer.

      Whole  Loan  Transfer:  The  sale  or  transfer  of  some  or all of the
ownership  interest  in the  Mortgage  Loans by the Owner to one or more third
parties  in whole  loan or  participation  format,  which  third  party may be
Fannie Mae or Freddie Mac.

                                  ARTICLE II
    SERVICING OF MORTGAGE LOANS; POSSESSION OF SERVICING FILES; BOOKS AND
                 RECORDS; DELIVERY OF MORTGAGE LOAN DOCUMENTS

      Section 2.01.     Servicing of Mortgage Loans.

      The  Servicer  does  hereby  agree  to  service  the  Mortgage  Loans in
accordance  with the  terms of this  Agreement.  The  rights  of the  Owner to
receive  payments with respect to the Mortgage  Loans shall be as set forth in
this Agreement.

      Section 2.02.     Maintenance of Servicing Files.

      The  Servicer  shall  maintain  a  Servicing  File   consisting  of  all
documents  necessary to service the Mortgage  Loans.  The  possession  of each
Servicing  File by the  Servicer  is for the sole  purpose  of  servicing  the
Mortgage  Loan,  and such  retention  and  possession  by the Servicer is in a
custodial  capacity  only.  The Servicer  acknowledges  that the  ownership of
each Mortgage Loan, including the Note, the Mortgage,  all other Mortgage Loan
Documents  and  all  rights,   benefits,   proceeds  and  obligations  arising
therefrom  or in  connection  therewith,  has been  vested in the  Owner.  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 Servicer  shall be received and held by the Servicer in
trust for the  exclusive  benefit  of the  Owner as the  owner of the  related
Mortgage  Loans.  Any portion of the related  Servicing  Files retained by the
Servicer shall be appropriately  identified in the Servicer's  computer system
to clearly  reflect the ownership of the related  Mortgage Loans by the Owner.
The  Servicer  shall  release  its  custody  of the  contents  of the  related
Servicing  Files only in accordance  with written  instructions  of the Owner,
except  when  such  release  is  required  as  incidental  to  the  Servicer's
servicing  of the  Mortgage  Loans,  such  written  instructions  shall not be
required.

      Section 2.03.     Books and Records.

      The Servicer shall be responsible for  maintaining,  and shall maintain,
a complete  set of books and  records  for the  Mortgage  Loans which shall be
appropriately  identified in the Servicer's computer system to clearly reflect
the ownership of the Mortgage Loan by the Owner.  In particular,  the Servicer
shall maintain in its  possession,  available for inspection by the Owner,  or
its  designee  and  shall  deliver  to the  Owner  upon  demand,  evidence  of
compliance with all federal, state and local laws, rules and regulations,  and
requirements  of Fannie Mae or Freddie Mac, 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 and  eligibility  of any  condominium  project for approval by Fannie
Mae 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
Servicer may be in the form of microfilm or microfiche or such other  reliable
means of recreating original documents,  including but not limited to, optical
imagery  techniques so long as the Servicer  complies with the requirements of
the Fannie Mae Guide.


                                       11
(page)

      The  Servicer  shall  maintain  with respect to each  Mortgage  Loan and
shall make  available for  inspection by any Owner or its designee the related
Servicing  File  (or  copies  thereof)  during  the  time  the  Owner  retains
ownership of a Mortgage  Loan and  thereafter in  accordance  with  applicable
laws and regulations.

      Section 2.04.     Transfer 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
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  Servicer in  accordance  with this
Section  2.04.  The Owner may,  subject to the terms of this  Agreement,  sell
and transfer one or more of the Mortgage  Loans in  accordance  with  Sections
10.02 and 11.12, provided,  however, that the transferee will not be deemed to
be an Owner hereunder  binding upon the Servicer unless such transferee  shall
agree in writing to be bound by the terms of this  Agreement and an assignment
and assumption of this Agreement  reasonably  acceptable to the Servicer.  The
Owner shall  advise the Servicer in writing of the  transfer.  Upon receipt of
notice  of the  permitted  transfer,  the  Servicer  shall  mark its books and
records to reflect the ownership of the Mortgage Loans of such  assignee,  and
shall release the previous Owner from its  obligations  hereunder with respect
to the Mortgage Loans sold or transferred.

      Section 2.05.     Delivery of Mortgage Loan Documents.

      The  Servicer  shall  forward  to the  Custodian  on behalf of the Owner
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 4 week(s)  of their  execution;  provided,  however,  that the
Servicer  shall  provide the Custodian on behalf of the Owner with a certified
true copy of any such  document  submitted  for  recordation  within 4 week(s)
after 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
180 days of its  execution.  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  Servicer  shall  continue to use its best  efforts to effect  delivery as
soon as possible thereafter.


                                       12
(page)

      From  time to time  the  Servicer  may  have a need  for  Mortgage  Loan
Documents to be released by the  Custodian.  If the Servicer shall require any
of the Mortgage  Loan  Documents,  the Servicer  shall notify the Custodian in
writing  of such  request  in the form of the  request  for  release  attached
hereto as Exhibit D. The Custodian  shall deliver to the Servicer  within five
(5) Business Days, any requested Mortgage Loan Document  previously  delivered
to the Custodian,  provided that such  documentation  is promptly  returned to
the  Custodian  when  the  Servicer  no  longer  requires  possession  of  the
document,  and provided  that during the time that any such  documentation  is
held by the  Servicer,  such  possession  is in trust for the  benefit  of the
Owner.

                                 ARTICLE III
                REPRESENTATIONS AND WARRANTIES OF THE SERVICER

      The Servicer represents,  warrants and covenants to the Owner that as of
the date hereof or as of such date specifically provided herein:

      (a)   The Servicer is a validly  existing  corporation  in good standing
under the laws of the State of its  organization  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 and no demand
for such  qualification or license has been made upon the Servicer by any such
state,  and in any event the Servicer is in  compliance  with the laws of each
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 Servicer has full power and authority to execute,  deliver and
perform,  and to enter into and consummate all  transactions  contemplated  by
this  Agreement and to conduct its business as presently  conducted,  has duly
authorized the execution,  delivery and  performance  of this  Agreement,  has
duly executed and delivered this Agreement,  and this Agreement  constitutes a
legal,  valid and binding obligation of the Servicer,  enforceable  against it
in  accordance  with its terms  subject to  bankruptcy  laws and other similar
laws of general  application  affecting rights of creditors and subject to the
application  of  the  rules  of  equity,   including   those   respecting  the
availability of specific performance;

      (c)   None  of  the  execution  and  delivery  of  this  Agreement,  the
consummation  of the  transactions  contemplated  thereby and  hereby,  or the
fulfillment  of or compliance  with the terms and conditions of this Agreement
will  conflict  with  any  of  the  terms,  conditions  or  provisions  of the
Servicer's  articles of incorporation  or by-laws or materially  conflict with
or result in a breach of any of the terms,  conditions  or  provisions  of any
legal  restriction or any agreement or instrument to which the Servicer 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 Servicer
or its property is subject;

      (d)   There is no litigation  pending or, to the  Servicer's  knowledge,
threatened  with respect to the Servicer which is reasonably  likely to have a
material adverse effect on the execution,  delivery or  enforceability of this
Agreement,  or which is reasonably likely to have a material adverse effect on
the financial condition of the Servicer;


                                       13
(page)

      (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  Servicer  of or  compliance  by the  Servicer  with  this
Agreement  or  the  consummation  of the  transactions  contemplated  by  this
Agreement  except for  consents,  approvals,  authorizations  and orders which
have been obtained;

      (f)   The  Servicer  is  an  approved   seller/servicer  of  residential
mortgage  loans for  Fannie  Mae and  Freddie  Mac.  The  Servicer  is in good
standing  to service  mortgage  loans for Fannie  Mae and  Freddie  Mac and no
event has  occurred  which  would  make the  Servicer  unable  to comply  with
eligibility  requirements or which would require notification to either Fannie
Mae or Freddie Mac;

      (g)   As of the date of each  Pass-Through  Transfer,  and except as has
been otherwise  disclosed to the Owner, the Master Servicer and any 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 Servicer;  (2) no material noncompliance with
applicable  servicing  criteria  as to any  other  Pass-Through  Transfer  has
occurred,  been  disclosed or reported by the  Servicer;  (3) the Servicer 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  Servicer's
servicing  policies  and  procedures  for similar  loans have  occurred in the
preceding  three years;  (5) there are no aspects of the Servicer's  financial
condition that could have a material  adverse impact on the performance by the
Servicer  of its  obligations  hereunder;  (6) there are no legal  proceedings
pending, or known to be contemplated by governmental authorities,  against the
Servicer 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 Servicer of a type that are described under Item
1119 of Regulation AB;

      (h)   If  so  requested  by  the  Owner,  the  Master  Servicer  or  any
Depositor  on  any  date,  the  Servicer  shall,  within  five  Business  Days
following   such   request,   confirm  in   writing   the   accuracy   of  the
representations  and warranties set forth in clause (g) of this Article 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;

      (i)   Notwithstanding  anything to the  contrary in the  Agreement,  the
Servicer shall (or shall cause each  Subservicer)  (i) immediately  notify the
Owner,  the Master  Servicer and any  Depositor in writing of (A) any material
litigation or  governmental  proceedings  pending  against the Servicer or any
Subservicer,  (B) any affiliations or relationships that develop following the
closing  date  of  a  Pass-Through   Transfer  between  the  Servicer  or  any
Subservicer  and any of the parties  specified in clause (7) of paragraph  (g)
of  this  Article  (and  any  other  parties  identified  in  writing  by  the
requesting  party) with respect to such Pass-Through  Transfer,  (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  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 Owner and any  Depositor  a  description  of such  proceedings,
affiliations or relationships;


                                       14
(page)

      (j)   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 Owner,  the 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 Owner,  the Master Servicer and any Depositor of such succession
or  appointment  and (y) in  writing  and in  form  and  substance  reasonably
satisfactory  to the  Owner,  the  Master  Servicer  and such  Depositor,  all
information  reasonably  requested  by the Owner,  the 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; and

      (k)   Servicer  has  delivered  to the  Owner  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  Servicer  since  the  date  of the
Servicer's financial  information that would have a material adverse effect on
its ability to perform its obligations under this Agreement.

                                  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 with
Accepted  Servicing   Practices  (giving  due  consideration  to  the  Owner's
reliance on the  Servicer),  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 with Accepted
Servicing  Practices  and shall  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,  the Servicer shall service the Mortgage Loans in
accordance with Accepted Servicing  Practices in compliance with the servicing
provisions  of the Fannie Mae Guide,  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  fidelity  bond  and  errors  and  omissions  insurance,  inspections,  the
restoration  of  Mortgaged  Property,  the  maintenance  of  Primary  Mortgage
Insurance Policies,  insurance claims, and title insurance,  management 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 Loan  Documents,
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  any of the  servicing  provisions  of the
Fannie Mae Guide,  the  provisions  of this  Agreement  shall  control  and be
binding  upon the  Owner  and the  Servicer.  The Owner  may,  at its  option,
deliver  powers-of-attorney  to the Servicer  sufficient to allow the Servicer
as servicer  to execute all  documentation  requiring  execution  on behalf of
Owner  with  respect  to  the  servicing  of  the  Mortgage  Loans,  including
satisfactions,  partial releases,  modifications and foreclosure documentation
or, in the alternative,  shall as promptly as reasonably possible, execute and
return such documentation to the Servicer.


                                       15
(page)

      Consistent  with the terms of this  Agreement,  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 Owner,  provided,
however,  that with respect to any Mortgage  Loan that is not in default or if
default is not  reasonably  forseeable,  unless the  Servicer  has provided to
the  Owner a  certification  addressed to  the  Owner,  based on the advice of
counsel or certified public  accountants that have a national  reputation with
respect to taxation of REMICs that a  modification  of such Mortgage Loan will
not result in the  imposition of taxes on or disqualify  from REMIC status any
of  the REMICs and  has obtained the prior written  consent of the Owner,  the
Servicer shall not permit any  modification  with respect to any Mortgage Loan
that  would  change  the  Mortgage  Interest  Rate,  forgive  the  payment  of
principal or interest,  reduce or increase the outstanding  principal  balance
(except for actual  payments of principal),  change the final maturity date on
such  Mortgage Loan or waive a prepayment  penalty or charge.  In the event of
any such  modification  which has been  agreed to in  writing by the Owner and
which  permits the deferral of interest or principal  payments on any Mortgage
Loan,  the  Servicer  shall,  on the Business Day  immediately  preceding  the
related  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 and Section  5.03,  the  difference
between (a) such  month's  principal  and one month's  interest at the related
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.

      The  Servicer  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 Servicer of a 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
each  subservicer  as fully as if such acts and  omissions  were  those of the
Servicer.  Any such subservicer must be a Fannie Mae approved  seller/servicer
or a Freddie  Mac  seller/servicer  in good  standing  and no event shall have
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  by Freddie Mac, or which would
require  notification  to Fannie Mae or Freddie Mac.  The  Servicer  shall pay
all  fees  and  expenses  of  each  subservicer  from  its  own  funds,  and a
subservicer's fee shall not exceed the Servicing Fee.


                                       16
(page)

      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 a  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 8.04, 9.01 or 10.01, and if
requested  to do so by the  Owner,  the  Servicer  shall  at its own  cost and
expense  terminate  the  rights  and   responsibilities  of  each  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 each subservicer from the Servicer's own funds
without reimbursement from the Owner.

      Notwithstanding  any of the  provisions  of this  Agreement  relating to
agreements  or  arrangements  between the  Servicer and a  subservicer  or any
reference  herein to actions  taken through a  subservicer  or otherwise,  the
Servicer  shall not be relieved of its  obligations  to the Owner 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  a  subservicer  for
indemnification  of the Servicer 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 Mortgage Loans  involving a subservicer  shall be deemed to be
between  such  subservicer  and  Servicer  alone,  and the Owner shall have no
obligations,  duties or liabilities with respect to such Subservicer including
no obligation,  duty or liability of Owner to pay such  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 a 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  with
diligence 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  and the terms and  provisions of 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 reasonable care in
ascertaining and estimating  annual ground rents,  taxes,  assessments,  water
rates, fire and hazard insurance premiums,  mortgage insurance  premiums,  and
all other  charges  that,  as  provided in the  Mortgage,  will become due and
payable to the end 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 Owner by the Remittance Date.


                                       17
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      Section 4.03.     Realization Upon Defaulted Mortgage Loans.

      The  Servicer  shall use its  reasonable  efforts,  consistent  with the
procedures  that the Servicer would use in servicing loans for its own account
and the  requirements  of the Fannie Mae Guide, 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  apply the  definition  of  Delinquent  as such term is defined
under the related  pooling and  servicing  agreement.  The Servicer  shall use
its  reasonable  efforts  to realize  upon  defaulted  Mortgage  Loans in such
manner as will  maximize the receipt of  principal  and interest by the Owner,
taking  into  account,   among  other  things,   the  timing  of   foreclosure
proceedings.  The foregoing is subject to the provisions  that, in any case in
which 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
Owner  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 be  responsible  for all costs and expenses
incurred by it in any such  proceedings  or functions  as Servicing  Advances;
provided,  however,  that it shall be  entitled to  reimbursement  therefor as
provided 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 Owner  otherwise  requests an  environmental  inspection or
review  of such  Mortgaged  Property,  such an  inspection  or review is to be
conducted by a qualified  inspector.  Upon completion of the  inspection,  the
Servicer  shall  promptly  provide  the  Owner  with a  written  report of the
environmental   inspection.   After  reviewing  the  environmental  inspection
report,  the Owner shall determine how the Servicer shall proceed with respect
to the Mortgaged Property.

      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.  Each  Custodial  Account  shall  be  established  with a  Qualified
Depository.  To the  extent  such  funds  are  not  deposited  in a  Custodial
Account,  such funds may be invested in Permitted  Investments for the benefit
of  the  Owner  (with  any  income  earned  thereon  for  the  benefit  of the
Servicer).  Custodial  Accounts  will be  reconciled  within  45  days.  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  Owner  upon
request.  The Servicer  acknowledges  and agrees that the Servicer  shall bear
any losses incurred with respect to Permitted  Investments.  The amount of any
such losses shall be  immediately  deposited by the Servicer in the  Custodial
Account,  out of the  Servicer's  own  funds,  with no right to  reimbursement
therefor.


                                       18
(page)

      The Servicer  shall  deposit in a mortgage  clearing  account on a daily
basis,  and in the Custodial  Account or Accounts no later than 48 hours after
receipt and  identification of funds and retain therein the following payments
and collections:

            (i)   all payments on account of  principal,  including  Principal
      Prepayments  (exclusive  of any  Prepayment  Charges),  on the  Mortgage
      Loans received after the Cut-off Date;

            (ii)  all  payments on account of interest on the  Mortgage  Loans
      adjusted to the related  Mortgage Loan  Remittance  Rate received  after
      the Cut-off Date;

            (iii) all Net  Liquidation  Proceeds  received  after the  Cut-off
      Date;

            (iv)  any net amounts  received by the Servicer  after the Cut-off
      Date in connection with any REO Property pursuant to Section 4.13;

            (v)   all  Insurance  Proceeds  received  after the  Cut-off  Date
      including  amounts  required to be deposited  pursuant to Sections  4.08
      and 4.10,  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 the  Servicer's  normal
      servicing procedures, the loan documents or applicable law;

            (vi)  all Condemnation  Proceeds  affecting any Mortgaged Property
      received  after the Cut-off  Date 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 the
      Servicer's   normal   servicing   procedures,   the  loan  documents  or
      applicable law;

            (vii) any Monthly Advances as provided in Section 5.03;

            (viii) any amounts  received  after the Cut-off Date and required to
      be deposited in the Custodial Account pursuant to Section 6.02; and

            (ix)  with  respect to each full or partial  Principal  Prepayment
      received after the Cut-off Date, any Prepayment Interest Shortfalls,  to
      the extent of the  Servicer's  aggregate  Servicing  Fee  received  with
      respect to the related Due Period.

      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,  and all
Prepayment  Interest  Excess  need not be  deposited  by the  Servicer  in the
Custodial Account.


                                       19
(page)

      Section 4.05.     Permitted Withdrawals From the Custodial Account.

      The  Servicer  may,  from  time  to  time,  make  withdrawals  from  the
Custodial Account for the following purposes:

            (i)   to make  payments  to the  Owner 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;

            (iii) to reimburse itself for unreimbursed  Servicing Advances and
      Monthly  Advances,  the Servicer's right to reimburse itself pursuant to
      this subclause  (iii) with respect to any Mortgage Loan being limited to
      Liquidation  Proceeds,  Condemnation  Proceeds  and  Insurance  Proceeds
      received after the Cut-off Date related to such Mortgage Loan;

            (iv)  to pay to itself as 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 recovery  attributable to
      interest on a particular Mortgage Loan;

            (v)   to reimburse itself for any Nonrecoverable Advances;

            (vi)  to  transfer  funds  to  another  Qualified   Depository  in
      accordance with Section 4.09 hereof;

            (vii) to reimburse itself as provided in Section 8.03 hereof;

            (viii)      to remove funds inadvertently  placed in the Custodial
      Account in error by the Servicer; and

            (ix)  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 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.   Each  Escrow  Account  shall  be
established  with a  Qualified  Depository.  To the extent  such funds are not
deposited  in an Escrow  Account,  such  funds may be  invested  in  Permitted
Investments.  Funds  deposited  in an  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  Owner  upon
request.  The Servicer  acknowledges  and agrees that the Servicer  shall bear
any losses incurred with respect to Permitted  Investments.  The amount of any
such  losses  shall be  immediately  deposited  by the  Servicer in the Escrow
Account,  as  appropriate,  out of the Servicer's own funds,  with no right to
reimbursement therefor.


                                       20
(page)

      The Servicer  shall  deposit in a mortgage  clearing  account on a daily
basis,  and in the Escrow  Account or  Accounts  no later than 48 hours  after
receipt of funds and retain therein:

            (i)   all Escrow  Payments  collected  on account of the  Mortgage
      Loans,  for the purpose of effecting  timely payment of any items as are
      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 an Escrow  Account  only to
effect such payments as are required under this Agreement,  and for such other
purposes  as shall be as set forth in and in  accordance  with  Section  4.07.
Except as provided in Section 4.07,  the Servicer  shall be entitled to retain
any interest  paid on funds  deposited in an Escrow  Account by the  Qualified
Depository.

      Section 4.07. Permitted Withdrawals From Escrow Account.

      Withdrawals from the Escrow Account may be made by the Servicer only:

            (i)   to  effect   timely   payments  of  ground   rents,   taxes,
      assessments,  water rates, fire and hazard insurance  premiums,  Primary
      Mortgage Insurance Policy premiums, if applicable, 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 connection with an
      acquisition of REO Property;

            (v)   for  application  to  restoration or repair of the Mortgaged
      Property;


                                       21
(page)

            (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  pay  to  the  Mortgagors  or  other  parties   Insurance
      Proceeds deposited in accordance with Section 4.06;

            (viii)      to  remove  funds  inadvertently  placed  in an Escrow
      Account in error by the Servicer; and

            (ix)  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 an 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.

      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  Policy
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 when 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.

      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 maintained until the ratio of the current outstanding  principal balance of
the related  Mortgage  Loan to the  appraised  value of the related  Mortgaged
Property,  based  on the  most  recent  appraisal  of the  Mortgaged  Property
performed  by a  Qualified  Appraiser,  such  appraisal  to be included in the
Servicing  File,  is  reduced  to an  amount  for which  Fannie  Mae no longer
requires  such  insurance to be  maintained.  The Servicer  will not cancel or
refuse to renew any Primary  Mortgage  Insurance Policy 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  noncoverage  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.


                                       22
(page)

      In connection  with its activities as servicer,  the Servicer  agrees to
prepare and present,  on behalf of itself and the Owner, 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  Qualified  Depository  from time to time.  The Servicer  shall
notify the Owner of any such transfer within 15 Business Days of transfer.  If
any one of the investment  ratings of a Qualified  Depository holding funds or
Eligible  Investments in the Custodial Account or Escrow Account is downgraded
by the issuing rating agency,  the Servicer  shall,  within three (3) Business
Days of  receipt of notice of the  downgrading,  transfer  all such  accounts,
funds  and  Permitted  Investments  to a  different  Qualified  Depository  in
accordance with this Agreement.

      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 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) the percentage such that the proceeds  thereof shall be
sufficient  to prevent the  Mortgagor  and/or the  Mortgagee  from  becoming a
co-insurer.  If  the  Mortgaged  Property  is in an  area  identified  in  the
Federal  Register  by the  Federal  Emergency  Management  Agency  as  being a
special  flood  hazard  area  that  has  federally-mandated   flood  insurance
requirements,  the  Servicer  will cause to be  maintained  a flood  insurance
policy  meeting  the  requirements  of the current  guidelines  of the Federal
Insurance  Administration with a generally acceptable insurance carrier, 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.  The Servicer  shall also maintain on the 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,  liability insurance 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 the  Servicer's
normal  servicing  procedures,  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 or the
Mortgagor  or  maintained  on  property  acquired  in respect of the  Mortgage
Loans,  other than pursuant to the Fannie Mae Guide 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 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  currently
reflect  a  General  Policy  Rating  in  Best's  Key  Rating  Guide  currently
acceptable  to Fannie Mae and are licensed to do business in the state wherein
the property subject to the policy is located.


                                       23
(page)

      Section 4.11.     Maintenance of Mortgage Impairment Insurance Policy.

      In the event that the  Servicer  shall  obtain  and  maintain a mortgage
impairment  or blanket  policy  issued by an issuer  that has a Best rating of
A:VI insuring  against hazard losses on all of Mortgaged  Properties  securing
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,  the Servicer  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 one
or more losses 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  Owner,  claims  under  any such  blanket  policy in a timely
fashion  in  accordance  with the terms of such  policy.  Upon  request of the
Owner,  the Servicer shall cause to be delivered to the Owner a certified true
copy of such policy and 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 Owner.

      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  that  would  meet the  requirements  of Fannie  Mae or
Freddie  Mac on  all  officers,  employees  or  other  persons  acting  in any
capacity  with  regard to the  Mortgage  Loans and who  handle  funds,  money,
documents  and papers  relating to the 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  Servicer  against  losses,
including  forgery,  theft,  embezzlement,  fraud,  errors and  omissions  and
negligent  acts of such  persons.  Such Fidelity Bond and 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 and 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  Fidelity  Bond and  insurance  policy shall be at least equal to the
corresponding  amounts  required  by Fannie  Mae in the Fannie Mae Guide or by
Freddie Mac in the Freddie Mac Guide.  The  Servicer  shall,  upon  request of
Owner,  deliver to the Owner 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 Owner.
The Servicer  shall notify the Owner 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 Owner and its  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.


                                       24
(page)

      Section 4.13.     Title, Management and Disposition of REO Property.

      In the  event  that  title to any  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  Owner  or its  designee.  Any such
Person or Persons  holding  such title other than the Owner shall  acknowledge
in writing  that such title is being  held as nominee  for the  benefit of the
Owner.

      The Servicer  shall assume the  responsibility  for  marketing  each REO
Property in accordance  with Accepted  Servicing  Practices.  Thereafter,  the
Servicer  shall  continue to provide  certain  administrative  services to the
Owner  relating to such REO  Property as set forth in this Section  4.13.  The
REO  Property  must  be  sold  within  three  years  following  the end of the
calendar  year of the date of  acquisition,  unless a REMIC  election has been
made with respect to the  arrangement  under which the Mortgage  Loans and REO
Property are held and (i) the Owner shall have been  supplied  with an Opinion
of Counsel (at the  Servicer's  expense) to the effect that the holding by the
related trust of such Mortgaged Property  subsequent to such three-year period
(and  specifying  the  period  beyond  such  three-year  period  for which the
Mortgaged  Property may be held) will not result in the imposition of taxes on
"prohibited  transactions"  of the related trust as defined in Section 860F of
the Code, or cause the related  REMIC to fail to qualify as a REMIC,  in which
case the related trust may continue to hold such Mortgaged  Property  (subject
to any  conditions  contained in such  Opinion of Counsel),  or (ii) the Owner
(at the  Servicer's  expense) or the Servicer shall have applied for, prior to
the  expiration of such  three-year  period,  an extension of such  three-year
period in the manner  contemplated by Section  856(e)(3) of the Code, in which
case the three-year  period shall be extended by the applicable  period.  If a
period longer than three years is permitted  under the foregoing  sentence and
is necessary to sell any REO Property,  the Servicer  shall report  monthly to
the Owner as to progress being made in selling such REO Property.


                                       25
(page)

      Notwithstanding  any  other  provision  of  this  Agreement,  if a REMIC
election has been made, no Mortgaged  Property held by a REMIC shall be rented
(or allowed to continue to be rented) or otherwise  used for the production of
income by or on  behalf  of the  related  trust or sold or  managed  in such a
manner or pursuant to any terms that would (i) cause such  Mortgaged  Property
to fail to qualify at any time as "foreclosure  property"  within a meaning of
Section  860G(a)(8)  of the  Code,  (ii)  subject  the  related  trust  to the
imposition  of  any  federal  or  state  income  taxes  on  "net  income  from
foreclosure  property"  with  respect to such  Mortgaged  Property  within the
meaning  of  Section  860G(c)  of the  Code,  or (iii)  cause the sale of such
Mortgaged  Property  to  result in the  receipt  by the  related  trust or any
income from  non-permitted  assets as described in Section  860F(a)  (2)(B) of
the Code,  unless the Servicer has agreed to indemnify  and hold  harmless the
related trust with respect to the imposition of any such taxes.

      The Servicer  shall deposit or cause to be  deposited,  on a daily basis
in each  Custodial  Account all revenues  received with respect to the related
REO Property  and shall  withdraw  therefrom  funds  necessary  for the proper
operation,  management and maintenance of the REO Property, including the cost
of  maintaining  any hazard  insurance  pursuant to Section 4.10  hereof.  The
Servicer  shall  maintain  separate  records with respect to each REO Property
identifying all deposits and withdrawals  from the Custodial  Account for each
REO Property.

      The Servicer  shall  furnish to the Owner on each  Remittance  Date,  an
operating  statement for each REO Property  covering the operation of each REO
Property  for  the  previous   month.   Such  operating   statement  shall  be
accompanied by such other information as the Owner shall reasonably request.

      The Servicer  shall,  either itself or through an agent  selected by the
Servicer,  and in  accordance  with the Fannie Mae  Guide,  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.  Each REO Disposition 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 interest of the Owner.  The REO  Disposition  Proceeds
from  the  sale  of the  REO  Property  shall  be  promptly  deposited  in the
Custodial  Account.  As soon as  practical  thereafter,  the  expenses of such
sale shall be paid and the  Servicer  shall  reimburse  itself for any related
Servicing Advances, or Monthly Advances made pursuant to Section 5.03.

      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 may be required
by the  circumstances.  The Servicer shall make or cause the inspector to make
a written  report of each such  inspection.  Such reports shall be retained in
the  Servicing  File and copies  thereof shall be forwarded by the Servicer to
the Owner.

      Section 4.14.     Notification of Adjustments.

      With  respect to each  Mortgage  Loan,  the  Servicer  shall  adjust the
Mortgage  Interest  Rate  on the  related  Interest  Rate  Adjustment  Date in
compliance with  requirements  of applicable law and the related  Mortgage and
Mortgage  Note.  The Servicer  shall execute and deliver any and all necessary
notices  required under  applicable law and the terms of the related  Mortgage
Note and  Mortgage  regarding  the Mortgage  Interest  Rate  adjustments.  The
Servicer shall promptly,  upon written request therefor,  deliver to the Owner
such   notifications  and  any  additional   applicable  data  regarding  such
adjustments   and  the  methods  used  to   calculate   and   implement   such
adjustments.  Upon the  discovery  by the  Servicer  or the  receipt of notice
from the Owner that the  Servicer  has  failed to adjust a  Mortgage  Interest
Rate in accordance  with the terms of the related  Mortgage Note and Mortgage,
the Servicer shall  immediately  deposit in the Custodial Account from its own
funds the amount of any interest loss or deferral caused to the Owner thereby.


                                       26
(page)

                                  ARTICLE V
                            PAYMENTS TO THE OWNER

      Section 5.01.     Remittances.

      On each  Remittance  Date, the Servicer shall remit to the Owner (i) all
amounts  credited to the Custodial  Account as of the close of business on the
last day of the  calendar  month  preceding  the  Determination  Date,  net of
charges against or withdrawals from the Custodial  Account pursuant to Section
4.05,  except (a) Full  Principal  Prepayments  received on or before the 15th
day of the month in which a  Remittance  Date occurs  shall be remitted to the
Owner  on  the  Remittance  Date  of  such  month,   and  (b)  Full  Principal
Prepayments  received  after the 15th day of the  month in which a  Remittance
Date occurs  shall be remitted to the Owner on the next  following  Remittance
Date, plus, to the extent not already deposited in the Custodial Account,  the
sum of (ii) all Monthly  Advances,  if any, which the Servicer is obligated to
distribute  pursuant  to  Section  5.03  and  (iii)  all  Prepayment  Interest
Shortfalls  the  Servicer is  required  to make up  pursuant to Section  4.04,
minus (iv) any amounts  attributable to Monthly  Payments  collected after the
Cut-off Date but due on a Due Date or Dates  subsequent to the last day of the
related Due Period,  which amounts shall be remitted on the related Remittance
Date next succeeding the Due Period for such amounts.

      With respect to any remittance  received by the Owner after the Business
Day on which  such  payment  was due,  the  Servicer  shall  pay to the  Owner
interest  on any such late  payment at an annual rate equal to the Prime Rate,
adjusted as of the date of each change,  plus two percentage points, but in no
event  greater than the maximum  amount  permitted  by  applicable  law.  Such
interest  shall be remitted to the Owner by the Servicer on the date such late
payment is made and shall cover the period  commencing  with the day following
such  Business  Day and ending with the  Business Day on which such payment is
made, 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.

      Section 5.02.     Statements to the Owner and the Master Servicer.

      The  Servicer  shall  furnish  to the Owner and the Master  Servicer  an
individual  Mortgage  Loan  accounting  report  (a  "Report"),  as of the last
Business Day of each month and the end of the related  Prepayment  Period,  as
applicable,  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,  such  Report  shall be  received  by the  Owner  and the  Master
Servicer  no later than the twelfth  calendar  day of the month of the related
Remittance  Date  (or,  with  respect  to  information  as to  Full  Principal
Prepayments and prepayment  penalties no later than one (1) Business Day after
the end of each  Prepayment  Period),  a report  in an Excel  (or  compatible)
electronic  format,  in such format as may be mutually agreed upon by both the
Owner and the Servicer,  and which shall provide the  information  required to
be contained in the monthly statements to  certificateholders  as specified in
the related pooling and servicing  agreement,  to the extent applicable to the
Servicer.


                                       27
(page)

      In addition,  the Servicer shall provide to the Master  Servicer and the
Owner  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  Owner 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 Owner and the Master Servicer,
Exhibit  F with  respect  to  defaulted  mortgage  loans and  Exhibit  K, 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 Owner or the Master  Servicer  pursuant to any  applicable law
with respect to the Mortgage Loans and the transactions  contemplated  hereby.
In addition,  the  Servicer  shall  provide the Owner and the Master  Servicer
with such  information  concerning  the Mortgage Loans as is necessary for the
Owner and the Master  Servicer  to prepare  its  federal  income tax return as
Owner and the Master Servicer may reasonably request from time to time.

      In addition,  not more than 60 days after the end of each calendar year,
the  Servicer  shall  furnish  to each  Person who was an Owner and the Master
Servicer  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  of principal  and interest 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 Monthly  Payments,  adjusted to
the related  Mortgage Loan Remittance  Rate, which are delinquent at the close
of business on the related Determination Date; provided,  however, that in the
case of any  Option  ARM  Mortgage  Loan or  Mortgage  Loan  having a Negative
Amortization  feature,  such deposit by the Servicer need not exceed scheduled
monthly payment of interest due thereon; and provided further,  however,  that
the amount of any such  deposit  may be reduced by the Amount  Held for Future
Distribution  (as  defined  below) then on deposit in the  Custodial  Account.
Any  portion of the Amount  Held for Future  Distribution  used to pay Monthly
Advances  shall be replaced  by the  Servicer  by deposit  into the  Custodial
Account on any future  Remittance  Date to the extent  that the funds that are
available  in the  Custodial  Account  for  remittance  to the  Owner  on such
Remittance  Date are less than the amount of  payments  required to be made to
the Owner on such Remittance Date.


                                       28
(page)

      The "Amount  Held for Future  Distribution"  as to any  Remittance  Date
shall be the total of the amounts held in the  Custodial  Account at the close
of business on the preceding  Determination Date which were received after the
Cut-off Date on account of (i) Liquidation Proceeds,  Insurance Proceeds,  and
Principal  Prepayments  received or made in the month of such Remittance Date,
and (ii)  payments  which  represent  early  receipt of scheduled  payments of
principal  and interest due on a date or dates  subsequent  to the related Due
Date.

      The  Servicer's  obligation  to make  such  Monthly  Advances  as to any
Mortgage Loan will continue  through the final  disposition  or liquidation of
the  Mortgaged  Property,  unless  the  Servicer  deems  such  advance  to  be
nonrecoverable  from  Liquidation   Proceeds,   REO  Disposition  Proceeds  or
Insurance  Proceeds  with respect to the  applicable  Mortgage  Loan.  In such
latter  event,   the  Servicer   shall  deliver  to  the  Owner  an  Officer's
Certificate  of the Servicer to the effect that an officer of the Servicer has
reviewed the related  Servicing  File and has obtained a recent  appraisal and
has  made  the  reasonable  determination  that any  additional  advances  are
nonrecoverable  from  Liquidation  or Insurance  Proceeds  with respect to the
applicable Mortgage Loan.

      Section 5.04.     Liquidation Reports.

      Upon the foreclosure  sale of any Mortgaged  Property or the acquisition
thereof by the Owner pursuant to a deed-in-lieu of  foreclosure,  the Servicer
shall submit to the Owner a liquidation  report with respect to such Mortgaged
Property  in such  form  as the  Servicer  and  the  Owner  shall  agree.  The
Servicer shall also provide  reports on the status of REO Property  containing
such information as Owner may reasonably require.

                                  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 a 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,  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 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.


                                       29
(page)

      In connection  with any such  assumption or  substitution  of liability,
the Servicer  shall follow the  underwriting  practices and  procedures of the
Fannie  Mae  Guide.   With  respect  to  an  assumption  or   substitution  of
liability,  the Mortgage  Interest Rate borne by the related Mortgage Note and
the amount of the  Monthly  Payment  may not be changed.  The  Servicer  shall
notify  the  Owner  that any such  substitution  of  liability  or  assumption
agreement  has been  completed by  forwarding to the Owner the original of any
such substitution of liability or assumption  agreement,  which document shall
be added to the related  Mortgage Loan Documents and shall,  for all purposes,
be  considered a part of such related  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
Loan Documents.

      Upon  the  payment  in full of any  Mortgage  Loan,  the  Servicer  will
immediately  notify the Custodian with a certification and request for release
by a Servicing Officer,  which  certification shall include a statement to the
effect that all amounts  received in  connection  with such payment  which are
required to be deposited  in the  Custodial  Account  pursuant to Section 4.04
have been so  deposited,  and a request for  delivery  to the  Servicer of the
portion of the Mortgage Loan  Documents  held by the  Custodian.  Upon receipt
of such  certification and request,  the Owner shall promptly release or cause
the Custodian to promptly  release the related  Mortgage Loan Documents to the
Servicer  and the  Servicer  shall  prepare and deliver for  execution  by the
Owner or at the  Owner's  option  execute  under the  authority  of a power of
attorney  delivered to the Servicer by the Owner any  satisfaction or release.
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 Owner may have  under the
mortgage  instruments,  the Servicer,  upon written demand, shall remit within
one Business Day to the Owner the then  outstanding  principal  balance of the
related  Mortgage  Loan by  deposit  thereof  in the  Custodial  Account.  The
Servicer  shall  maintain the Fidelity Bond 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  Loans,  including  for the purpose of  collection  under any
Primary Mortgage  Insurance Policy,  upon request of the Servicer and delivery
to the Custodian of a servicing  receipt  signed by a Servicing  Officer,  the
Custodian  shall  release the portion of the Mortgage Loan  Documents  held by
the  Custodian to the Servicer.  Such  servicing  receipt  shall  obligate the
Servicer  to  promptly  return the  related  Mortgage  Loan  Documents  to the
Custodian,  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 such
documents have 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 promptly
delivered to the Owner or the Custodian a certificate  of a Servicing  Officer
certifying  as to the name and  address of the Person to which such  documents
were 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  Owner or the
Custodian, as applicable, to the Servicer.


                                       30
(page)

      Section 6.03.     Servicing Compensation.

      As  compensation  for its  services  hereunder,  the  Servicer  shall be
entitled to withdraw  from the  Custodial  Account or to retain from  interest
payments on the  Mortgage  Loans the amounts  provided  for as the  Servicer's
Servicing Fee.  Additional  servicing  compensation  in the form of Prepayment
Charges,  assumption  fees, as provided in Section 6.01,  late payment charges
and other  ancillary  fees shall be retained by the Servicer to the extent not
required to be  deposited in the  Custodial  Account.  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 Owner and the Master  Servicer,
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 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  Owner  upon  request  and by the  Owner  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 the  Mortgage  Loans,  by  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 Owner,
the Master Servicer, the Securities  Administrator,  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 G. In the event that the
Servicer has  delegated  any  servicing  responsibilities  with respect to the
Mortgage  Loans  to a  Subservicer  or a  Subcontractor,  to the  extent  such
Subcontractor is  "participating in the servicing  function"  pursuant to Item
1122 of Regulation AB, the Servicer shall deliver an Annual  Certification  as
to each such Subservicer and Subcontractor,  as and when required with respect
to the Servicer.


                                       31
(page)

      The Servicer shall  indemnify and hold harmless the Master  Servicer and
its officers,  directors,  agents and affiliates  from and against any losses,
damages,  penalties,  fines,  forfeitures,  reasonable  legal fees and related
costs,  judgments and other costs and expenses  arising out of or based upon a
breach  by  the  Servicer  or  any  of  its  officers,  directors,  agents  or
affiliates of its  obligations  under this Section 6.04 or Section 6.09 or the
negligence,  bad faith or willful  misconduct  of the  Servicer in  connection
therewith.  If the  indemnification  provided  for  herein is  unavailable  or
insufficient  to hold harmless the Master  Servicer,  then the Servicer agrees
that it shall  contribute to the amount paid or payable by the Master Servicer
as a result of the  losses,  claims,  damages  or  liabilities  of the  Master
Servicer in such  proportion as is  appropriate  to reflect the relative fault
of the  Master  Servicer  on the one hand  and the  Servicer  on the  other in
connection  with a breach of the  Servicer's  obligations  under this  Section
6.04 or  Section  6.09 or the  Servicer's  negligence,  bad  faith or  willful
misconduct in connection therewith.

      Upon  request by the Owner or the Master  Servicer,  the  Servicer  will
deliver to such  requesting  party a copy of the  audited  (if such  financial
statements are available,  otherwise  unaudited)  financial  statements of the
Servicer for the most recent fiscal year of the Servicer.

      Section 6.05.     [Reserved]

      Section 6.06.     Owner's Right to Examine Servicer Records.

      The Owner  shall have the right to examine  and audit,  at its  expense,
upon  reasonable  notice to the  Servicer,  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
Servicer,  or held by another for the Servicer or on its behalf or  otherwise,
which relate to the  performance  or  observance by the Servicer of the terms,
covenants or conditions of this Agreement.

      The Servicer  shall provide to the Owner and any  supervisory  agents or
examiners   representing  a  state  or  federal   governmental  agency  having
jurisdiction  over  the  Owner  access  to  any  documentation  regarding  the
Mortgage  Loans in the possession of 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
Servicer,  and in accordance with the applicable  federal or state  government
regulations.

      Section 6.07.     Compliance with REMIC Provisions.

      If a REMIC election has been made with respect to the arrangement  under
which the Mortgage  Loans and REO Property  are held,  the Servicer  shall not
take any  action,  cause the REMIC to take any action or fail to take (or fail
to cause to be taken) any action that,  under the REMIC  Provisions,  if taken
or not taken,  as the case may be could (i)  endanger  the status of the REMIC
as a  REMIC  or  (ii)  result  in  the  imposition  of a tax  upon  the  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  "contribution"  to a REMIC
set forth in Section  860G(d) of the Code unless the  Servicer has received an
Opinion of Counsel (at the expense of the party  seeking to take such actions)
to the  effect  that the  contemplated  action  will not  endanger  such REMIC
status or result in the imposition of any such tax.


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      Section 6.08.     Non-solicitation.

      The Servicer shall not knowingly  conduct any  solicitation  exclusively
targeted to the  Mortgagors  for the purpose of  inducing or  encouraging  the
early  prepayment  or  refinancing  of  the  related  Mortgage  Loans.  It  is
understood and agreed that promotions  undertaken by the Servicer or any agent
or  affiliate  of the  Servicer  which are  directed to the general  public at
large,  including,  without  limitation,  mass mailings based on  commercially
acquired mailing lists, newspaper,  radio and television  advertisements shall
not  constitute  solicitation  under this section.  Nothing  contained  herein
shall  prohibit the Servicer from (i)  distributing  to Mortgagors any general
advertising  including information  brochures,  coupon books, or other similar
documentation   which  indicates  services  the  Servicer  offers,   including
refinances or (ii)  providing  financing of home equity loans to Mortgagors at
the Mortgagor's request.

      Section 6.09.     Assessment of Compliance with Servicing Criteria.

      On and after July 1, 2006,  the Servicer  shall service and  administer,
and shall cause each subservicer to service or administer,  the Mortgage Loans
in accordance with all applicable requirements of the Servicing Criteria.

      With respect to the Mortgage  Loans,  the Servicer  shall deliver to the
Owner or its designee, the Master Servicer, the Securities Administrator,  and
any  Depositor  on or before  March 15th of each  calendar  year  beginning in
2007,  a report (an  "Assessment  of  Compliance")  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;


                                       33
(page)

      (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 Exhibit J hereto.

      With  respect to the  Mortgage  Loans,  on or before  March 15th of each
calendar year  beginning in 2007,  the Servicer  shall furnish to the Owner or
its  designee,  the Master  Servicer,  the  Securities  Administrator  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  Company  Accounting
Oversight Board.

      The  Servicer  shall  cause  each  Subservicer,  and each  Subcontractor
determined by the Servicer  pursuant to Section 11.15 to be  "participating in
the servicing  function"  within the meaning of Item 1122 of Regulation AB, to
deliver to the Owner, the Master Servicer,  the Securities  Administrator  and
any Depositor an assessment of compliance and accountants'  attestation as and
when provided in Section 6.09.

      Section 6.10.     Intent of the Parties; Reasonableness.

      The Owner and the  Servicer  acknowledge  and  agree  that a purpose  of
clause  (g) of  Article  III,  Sections  5.02,  6.04,  6.09 and  10.02 of this
Agreement is to facilitate  compliance by the Owner and any Depositor with the
provisions  of  Regulation  AB  and  related  rules  and  regulations  of  the
Commission.  None of the Owner,  the 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 Servicer  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
Owner 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 Pass-Through  Transfer, the Servicer shall cooperate fully
with the Owner to  deliver to the Owner  (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  Owner or any  Depositor  to  permit  the  Owner or such
Depositor to comply with the provisions of Regulation  AB,  together with such
disclosures relating to the Servicer,  any Subservicer and the Mortgage Loans,
or the servicing of the Mortgage  Loans,  reasonably  believed by the Owner or
any Depositor to be necessary in order to effect such compliance.


                                       34
(page)

                                 ARTICLE VII
                      REPORTS TO BE PREPARED BY SERVICER

      Section 7.01.     Servicer  Shall  Provide   Information  as  Reasonably
Required.

      The Servicer  shall furnish to the Owner upon  request,  during the term
of this  Agreement,  such periodic,  special or other reports or  information,
whether or not  provided  for herein,  as shall be  necessary,  reasonable  or
appropriate  with respect to the purposes of this Agreement.  The Servicer may
negotiate  with the Owner for a reasonable  fee for  providing  such report or
information,  unless (i) the  Servicer  is  required  to supply such report or
information  pursuant  to any other  section  of this  Agreement,  or (ii) the
report or information has been requested in connection  with Internal  Revenue
Service  or  other  regulatory  agency  requirements.   All  such  reports  or
information  shall  be  provided  by and in  accordance  with  all  reasonable
instructions  and  directions  given by the  Owner.  The  Servicer  agrees  to
execute  and  deliver  all such  instruments  and take all such  action as the
Owner,  from time to time, may  reasonably  request in order to effectuate the
purpose and to carry out the terms of this Agreement.

                                 ARTICLE VIII
                                 THE SERVICER

      Section 8.01.     Indemnification; Third Party Claims.

      The Servicer agrees to indemnify the Owner,  its successors and assigns,
any  agent of the  Owner,  and the  Master  Servicer,  and  hold  each of such
Persons  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 such Person may sustain in any way
related to the  failure of the  Servicer  to perform in any way its duties and
service  the  Mortgage  Loans in  strict  compliance  with  the  terms of this
Agreement  and for breach of any  representation  or warranty of the  Servicer
contained  herein.  The Servicer shall  immediately  notify the Owner or other
indemnified  Person if a claim is made by a third  party with  respect to this
Agreement  or the  Mortgage  Loans,  assume (with the consent of the Owner and
such other Indemnified Person and with counsel reasonably  satisfactory to the
Owner and such  Person) 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 such other
indemnified  Person in  respect  of such  claim but  failure  to so notify the
Owner and such  other  indemnified  Person  shall  not  limit its  obligations
hereunder.  The Servicer  agrees that it will not enter into any settlement of
any such claim  without  the  consent of the Owner and such other  indemnified
Person unless such settlement  includes an unconditional  release of the Owner
and such other  indemnified  Person  from all  liability  that is the  subject
matter of such  claim.  The  provisions  of this  Section  8.01 shall  survive
termination of this Agreement.

      Section 8.02.     Merger or Consolidation of the Servicer.

      The  Servicer  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.


                                       35
(page)

      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,  or which is a  HUD-approved  mortgagee  whose  primary  business  is in
origination and servicing of first lien mortgage  loans,  and (iii) which is a
Fannie Mae or Freddie Mac approved seller/servicer in good standing.

      Section 8.03.     Limitation on Liability of the Servicer and Others.

      Neither the  Servicer  nor any of the  officers,  employees or agents of
the  Servicer  shall be under any  liability to the Owner 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  Servicer  or any such
person  against any breach of warranties or  representations  made herein,  or
failure to perform in any way its  obligations in compliance with any standard
of care set forth in this  Agreement,  or any liability  which would otherwise
be  imposed  by  reason  of gross  negligence  or any  breach of the terms and
conditions  of this  Agreement.  The  Servicer  and any  officer,  employee or
agent of the  Servicer  may rely in good  faith  on any  document  of any kind
prima facie  properly  executed  and  submitted  by the Owner  respecting  any
matters arising  hereunder.  The Servicer 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  opinion  may  involve  it in any  expenses  or  liability;
provided,  however,  that the  Servicer  may,  with the  consent of the Owner,
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.  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 Owner will be liable,
and the  Servicer  shall  be  entitled  to be  reimbursed  therefor  from  the
Custodial Account pursuant to Section 4.05.

      Section 8.04.     Servicer Not to Resign.

      The Servicer  shall not resign from the  obligations  and duties  hereby
imposed on it except by mutual  consent of the  Servicer and the Owner 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 Owner which  Opinion
of Counsel  shall be in form and substance  acceptable  to the Owner.  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.


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(page)

      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  Owner  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 Owner,  which approval shall not be unreasonably
withheld;  provided  that  the  Servicer  may  assign  the  Agreement  and the
servicing  hereunder  without  the  consent  of Owner to an  affiliate  of the
Servicer  to which all  servicing  of the  Servicer is assigned so long as (i)
such  affiliate is a Fannie Mae and Freddie Mac approved  servicer and (ii) if
it is intended  that such  affiliate  be spun off to the  shareholders  of the
Servicer,  such  affiliate have a GAAP net worth of at least  $25,000,000  and
(iii) such affiliate  shall deliver to the Owner a  certification  pursuant to
which such  affiliate  shall agree to be bound by the terms and  conditions of
this  Agreement  and shall  certify  that such  affiliate  is a Fannie Mae and
Freddie Mac approved servicer in good standing.

                                  ARTICLE IX
                                   DEFAULT

      Section 9.01.     Events of Default.

      In case one or more of the  following  Events of Default by the Servicer
shall occur and be continuing, that is to say:

      (i)   any  failure  by the  Servicer  to remit to the Owner any  payment
required  to be made  under  the  terms  of  this  Agreement  which  continues
unremedied  for one (1) Business Day after  written  notice  thereof (it being
understood  that this  subparagraph  shall not  affect  Servicer's  obligation
pursuant to Section 5.01 to pay default  interest on any  remittance  received
by the Owner after the Business Day on which such payment was due); or

      (ii)  any  failure  on the  part  of the  Servicer  duly to  observe  or
perform in any material  respect any other of the  covenants or  agreements on
the  part of the  Servicer  set  forth in this  Agreement  (other  than  those
described in clause (ix) hereof),  the breach of which has a material  adverse
effect and which continue  unremedied for a period of thirty 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 Servicer by the Owner; 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 Servicer and
such decree or order shall have  remained  in force  undischarged  or unstayed
for a period of sixty days; or


                                       37
(page)

      (iv)  the Servicer 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 Servicer or of or relating to all or substantially all of its property; or

      (v)   the  Servicer  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  Servicer  ceases  to be  approved  by  either  Fannie  Mae or
Freddie  Mac (to the extent such  entities  are then  operating  in a capacity
similar to that in which they operate on the date  hereof) as a mortgage  loan
servicer  for more  than  thirty  days to the  extent  such  entities  perform
similar functions; or

      (vii) the   Servicer   attempts   to  assign  its  right  to   servicing
compensation  hereunder or the Servicer  attempts,  without the consent of the
Owner,  to  sell  or  otherwise  dispose  of all or  substantially  all of its
property   or  assets  or  to  assign   this   Agreement   or  the   servicing
responsibilities  hereunder or to delegate its duties hereunder or any portion
thereof except as otherwise permitted herein; or

      (viii)      the Servicer 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  Servicer's
ability to perform its obligations hereunder; or

      (ix)  failure by the Servicer to duly perform,  within the required time
period,  its  obligations  under  Section  6.04,  6.09 or any of  clauses  (v)
through (viii) of Section 10.02;

then,  and in each and every such case,  so long as an Event of Default  shall
not have been remedied,  the Owner,  by notice in writing to the Servicer may,
in addition to whatever  rights the Owner may have under  Section  8.01 and at
law  or  equity  to  damages,   including   injunctive   relief  and  specific
performance,  terminate all the rights and obligations of the Servicer (and if
the  Servicer  is  servicing  any  of the  Mortgage  Loans  in a  Pass-Through
Transfer,  appoint a successor  servicer  reasonably  acceptable to the Master
Servicer for such  Pass-Through  Transfer)  under this Agreement and in and to
the Mortgage Loans and the proceeds thereof without  compensating the Servicer
for the  same.  On or  after  the  receipt  by the  Servicer  of such  written
notice, all authority and power of the Servicer 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 Owner, the Servicer shall prepare,  execute and deliver,  any and all
documents and other  instruments,  place in such  successor's  possession  all
Servicing  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 Owner 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.


                                       38
(page)

      The Servicer shall promptly  reimburse the Owner (or any designee of the
Owner,  such as a master servicer) and any Depositor,  as applicable,  for all
reasonable  expenses  incurred  by  the  Owner  (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,  if the  termination  and/or transfer of servicing is for
cause related to a servicer  default.  The provisions of this paragraph  shall
not limit  whatever  rights the Owner 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 Owner may waive only by written  notice any default by 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 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  or  the
disposition  of  all  REO  Property  and  the  remittance  of  all  funds  due
hereunder;  or (ii) by  mutual  consent  of the  Servicer  and  the  Owner  in
writing;  or  (iii)  termination  by  the  Owner  pursuant  to  Section  9.01.
Simultaneously  with  any  such  termination  and the  transfer  of  servicing
hereunder,   the  Servicer   shall  be  entitled  to  be  reimbursed  for  any
outstanding Servicing Advances and Monthly Advances.

      Section 10.02.    Cooperation of Servicer with a Reconstitution.

      The  Servicer  and the Owner  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 Owner's sole  option,  the Owner
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


                                       39
(page)

      (b)   one or more  trusts or other  entities to be formed as part of one
or more Pass-Through Transfers.

      The Servicer agrees to execute in connection  with any agreements  among
the Owner,  the  Servicer,  and any servicer in  connection  with a Whole Loan
Transfer, an assignment,  assumption and recognition agreement, or, at Owner'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.  It is  understood  that any such  Reconstitution  Agreements
will not  contain  any greater  obligations  on the part of Servicer  than are
contained in this Agreement.

      With respect to each Whole Loan Transfer and each Pass-Through  Transfer
entered  into by the Owner,  the Servicer  agrees (1) to cooperate  fully with
the  Owner  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 Owner;  (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 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  Servicer,  whether
through letters of its auditors and counsel or otherwise,  as the Owner 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  Servicer as are  reasonably  agreed upon by the  Servicer and
the Owner or any such other participant;

      (iii) within  5  Business   Days  after   request  by  the  Owner,   the
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  I for  convenience  of
reference  only, as determined by Owner 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;

      (iv)  within 5 Business Days after request by the Owner,

            (a)   information  regarding  any legal  proceedings  pending  (or
known  to be  contemplated)  against  the  Servicer  (as  servicer)  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 I
for  convenience  of  reference  only,  as  determined  by  Owner  in its sole
discretion,

            (b)   information  regarding  affiliations  with  respect  to  the
Servicer (as  servicer)  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  I for  convenience  of  reference  only,  as
determined by Owner in its sole discretion, and


                                       40
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            (c)   information  regarding  relationships  and transactions with
respect to the  Servicer (as  servicer)  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 I for  convenience  of
reference only, as determined by Owner in its sole discretion;

      (v)   for the purpose of satisfying the reporting  obligation  under the
Exchange  Act with  respect  to any  class  of  asset-backed  securities,  the
Servicer shall (or shall cause each  Subservicer to) (i) provide prompt notice
to the Owner,  the Master  Servicer  and any  Depositor  in writing of (A) any
material litigation or governmental  proceedings involving the Servicer or any
Subservicer,  (B) any affiliations or relationships that develop following the
closing  date  of  a  Pass-Through   Transfer  between  the  Servicer  or  any
Subservicer  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 Pass-Through  Transfer,  (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  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 Owner and any  Depositor  a  description  of such  proceedings,
affiliations or relationships;

      (vi)  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 Owner, the 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 Owner and any Depositor of such  succession or  appointment  and
(y) in writing and in form and substance reasonably  satisfactory to the Owner
and such Depositor,  all information  reasonably requested by the Owner 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;

      (vii) 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 days prior to the deadline  for the filing of any  distribution
report on Form 10-D in respect of any Pass-Through  Transfer 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);


                                       41
(page)

            (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

      (viii)      the  Servicer  shall  provide  to  the  Owner,   the  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  I 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 Servicer  shall  indemnify the Owner,  each  affiliate of the Owner,
and each of the following  parties  participating in a Pass-Through  Transfer:
each issuing entity;  each Person  (including,  but not limited to, the 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
Pass-Through  Transfer,  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
Pass-Through  Transfer;  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 10.02 by or on behalf of
the Servicer,  or provided  under this Section  10.02,  Sections 6.04 and 6.09
and 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
10.02,  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
10.02,  including any failure by the Servicer to identify  pursuant to Section
11.15 any Subcontractor  "participating in the servicing  function" within the
meaning of Item 1122 of Regulation AB;


                                       42
(page)

      (iii) any breach by the  Servicer of a  representation  or warranty  set
forth in Section Article III or in a writing furnished  pursuant to clause (h)
of Article III and made as of a date prior to the closing  date of the related
Pass-Through  Transfer,  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 clause (h) of Article  III 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 10.02.

      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 Owner,  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  Pass-Through
Transfer,  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  Pass-Through
Transfer,  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 or Section 6.04 or Section
6.09 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 Whole Loan
Transfer  or Pass  Through  Transfer  shall be subject to this  Agreement  and
shall  continue to be serviced in accordance  with the terms of this Agreement
and with respect thereto this Agreement shall remain in full force and effect.

      Section 10.03.    Master Servicer.

      The  Servicer,  including  any successor  servicer  hereunder,  shall be
subject to the  supervision  of the Master  Servicer,  which  Master  Servicer
shall be obligated to ensure that the Servicer  services the Mortgage Loans in
accordance  with  the  provisions  of this  Agreement.  The  Master  Servicer,
acting on  behalf of the  Owner,  shall  have the same  rights as the Owner to
enforce the  obligations  of the  Servicer  under this  Agreement.  The Master
Servicer  shall be entitled to  terminate  the rights and  obligations  of the
Servicer  under this Agreement upon the failure of the Servicer to perform any
of its obligations  under this Agreement if such failure  constitutes an Event
of  Default as  provided  in  Article  IX of this  Agreement.  Notwithstanding
anything to the contrary,  in no event shall the Master Servicer assume any of
the obligations of the Owner under this Agreement.


                                       43
(page)

                                  ARTICLE XI
                           MISCELLANEOUS PROVISIONS

      Section 11.01.    Successor to the Servicer.

      Prior to  termination  of the  Servicer's  responsibilities  and  duties
under this Agreement  pursuant to Sections 8.04, 9.01 or 10.01(ii),  the Owner
shall  (i)  succeed  to and  assume  all of the  Servicer'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  Servicer  under this  Agreement  prior to the
termination of the Servicer's  responsibilities,  duties and liabilities under
this  Agreement.  In connection  with such  appointment  and  assumption,  the
Owner may make such  arrangements  for the  compensation of such successor out
of payments on Mortgage  Loans as the Owner 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 the
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  Servicer  of  the  representations  and  warranties  made
pursuant to Article III and the remedies  available to the Owner under Section
8.01, it being  understood  and agreed that the provisions of such Article III
and Section 8.01 shall be applicable to 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 Owner 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  8.04,  9.01 or 10.01 shall not affect any claims that the
Owner 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 Servicing  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 such  arrangements  as it may deem  appropriate  to  reimburse  the
Servicer for  unrecovered  Monthly  Advances and 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.


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(page)

      Upon a  successor's  acceptance  of  appointment  as such,  the Servicer
shall notify the Owner of such appointment.

      All reasonable costs and expenses  incurred in connection with replacing
the  Servicer  upon its  resignation  or the  termination  of the  Servicer in
accordance with the terms of this 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 Servicer as
a result of an Event of  Default  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,  shall be payable on demand by the resigning or terminated Servicer
without any right of reimbursement therefor.

      Section 11.02.    Amendment.

      This  Agreement may be amended from time to time by the Servicer and the
Owner by written agreement signed by the Servicer and the Owner.

      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 all 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 Owner's  expense on  direction  of the Owner
accompanied  by an opinion of  counsel  to the  effect  that such  recordation
materially and beneficially  affects the interest of the Owner or is necessary
for the administration or servicing the Mortgage Loans.

      Section 11.04.    Governing Law.

      THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH
THE  INTERNAL  LAWS  OF THE  STATE  OF  NEW  YORK  WITHOUT  GIVING  EFFECT  TO
PRINCIPLES OF CONFLICTS OF LAWS. 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  transmitted  by  telecopier  and
confirmed by a similar mailed writing, as follows:


                                       45
(page)

            (i)   if to the Servicer:

                  EMC Mortgage Corporation
                  2780 Lake Vista Drive
                  Lewisville, Texas 75067
                  Attention:  President or General Counsel
                  Telecopier No.:  (469) 759-4714

            (ii)  if to the Owner:

                  Bear, Stearns & Co. Inc.
                  383 Madison Ave.
                  New York, New York 10179
                  Attention:  Global Credit Administration
                  Telecopier No.:  (212) 272-3751

            (iii) if to the Master Servicer:

                  Wells Fargo Bank, National Association
                  P.O. Box 98
                  Columbia, Maryland 21046
                  Attention:  Master Servicing - Bear Stearns

                  And for overnight delivery to:

                  Wells Fargo Bank, National Association
                  9062 Old Annapolis Road
                  Columbia, Maryland 21045
                  Attention:  Client Manager, BSABS 06-3
                  Telecopier No.:  (410) 715-2380

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 address (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 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 which  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.


                                       46
(page)

      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; and

      (vi)  the term  "include" or "including"  shall mean without  limitation
by reason of enumeration.

      Section 11.09.    Reproduction of Documents.

      This Agreement and all documents  relating  hereto,  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.


                                       47
(page)

      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.  Except  as  required  to be
disclosed  by law,  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 this Agreement.

      Section 11.11.    Assignment by the Owner.

      The Owner  shall have the right,  without  the  consent of the  Servicer
hereof,  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 Owner hereunder,  by executing an assignment and
assumption  agreement  reasonably  acceptable to the Servicer and the assignee
or designee shall accede to the rights and obligations  hereunder of the Owner
with respect to such  Mortgage  Loans.  In no event shall Owner sell a partial
interest in any Mortgage  Loan.  All references to the Owner in this Agreement
shall be deemed to include its  assignees or designees.  It is understood  and
agreed  between the Owners and the Servicer that no more than five (5) Persons
shall have the right of owner under this Agreement at any one time.

      Section 11.12.    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  Servicer  shall be rendered as an  independent  contractor  and not as
agent for Owner.

      Section 11.13.    Execution, Successors and Assigns.

      This  Agreement may be executed in one or more  counterparts  and by the
different  parties  hereto on separate  counterparts,  each of which,  when so
executed,  shall be deemed to be an  original;  such  counterparts,  together,
shall  constitute one and the same  agreement.  Subject to Section 8.05,  this
Agreement  shall inure to the benefit of and be binding  upon the Servicer and
the Owner and their respective successors and assigns.

      Section 11.14.    Entire Agreement.

      Each of the Servicer and the Owner acknowledge that no  representations,
agreements  or  promises  were  made to it by the  other  party  or any of its
employees   other  than  those   representations,   agreements   or   promises
specifically   contained   herein.   This  Agreement  sets  forth  the  entire
understanding  between  the  parties  hereto  and  shall be  binding  upon all
successors of both parties.

      Section 11.15.    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 servicers
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.  The
Servicer  must notify the Owner,  the Master  Servicer  and any  Depositor  in
writing of any  affiliations  or  relationships  that  develop  following  the
closing date between the Servicer or any Subservicer.


                                       48
(page)

      (b)   The Servicer shall cause any Subservicer  used by the Servicer (or
by any  Subservicer)  for the benefit of the Owner and any Depositor to comply
with the  provisions  of this  Section and with clauses (g) and (j) of Article
III,  Sections 6.04, 6.09 and 10.02 of this Agreement to the same extent as if
such Subservicer were the Owner, and to provide the information  required with
respect to such  Subservicer  under  Section  3.01(i) of this  Agreement.  The
Servicer  shall  be  responsible  for  obtaining  from  each  Subservicer  and
delivering  to the Owner,  the 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  6.09,  any  Annual
Certification  required  under  Section  6.04(b),  any  Additional  Form  10-D
Disclosure  and any Form 8-K Disclosure  Information,  as and when required to
be delivered.

      (c)   The Servicer  shall  promptly  upon request  provide to the Owner,
the Master Servicer and any Depositor (or any designee of the Depositor,  such
as  an   administrator)   a  written   description   (in  form  and  substance
satisfactory  to the Owner,  the 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 Owner and any
Depositor  to comply with the  provisions  of Sections  6.07 and 10.02 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 Owner and any Depositor  any  Assessment of Compliance  and
Attestation  Report and other  certificates  required to be  delivered by such
Subservicer  and  such  Subcontractor  under  Section  6.09  (and  any  Annual
Certification  required  under  Section  6.09(b)),  in each  case as and  when
required to be delivered.

      Section 11.16.    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.


                                       49
(page)

      IN WITNESS  WHEREOF,  the Servicer and the Owner have caused their names
to be signed hereto by their respective  officers thereunto duly authorized as
of the date and year first above written.

                        EMC MORTGAGE CORPORATION,
                        as Servicer

                        By:  _________________________
                        Name:
                        Title:

                        BEAR STEARNS ASSET BACKED SECURITIES I LLC,
                        as Owner

                        By:  _________________________
                        Name:
                        Title:
(page)

                                  EXHIBIT A

                            MORTGAGE LOAN SCHEDULE


                                     A-1
(page)

                                  EXHIBIT B

                      CUSTODIAL ACCOUNT LETTER AGREEMENT
                                    (date)

To:______________________
_________________________
_________________________
     (the "Depository")

      As "Servicer" under the Servicing  Agreement,  dated as of July 1, 2006,
(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 "EMC Custodial Account,  in trust for BSABS I, Owner of Whole
Loan  Mortgages,  and various  Mortgagors."  All deposits in the account shall
be subject to withdrawal  therefrom by order signed by the  Servicer.  You may
refuse any deposit  which would result in violation  of the  requirement  that
the account be fully insured as described  below.  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.

              [                  ]
              (name of Depository)
              By:____________________
              Name:__________________
              Title:_________________


                                     B-1
(page)

                                  EXHIBIT C

                       ESCROW ACCOUNT LETTER AGREEMENT

                                    (date)

To:______________________
_________________________
_________________________
     (the "Depository")

      As "Servicer"  under the Servicing  Agreement,  dated as of July 1, 2006
(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 "EMC Escrow  Account,  in trust for BSABS I, Owner of Whole
Loan  Mortgages,  and various  Mortgagors."  All deposits in the account shall
be subject to withdrawal  therefrom by order signed by the  Servicer.  You may
refuse any deposit  which would result in violation  of the  requirement  that
the account be fully insured as described  below.  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.

              [                  ]
              (name of Depository)
              By:____________________
              Name:__________________
              Title:_________________


                                     C-1
(page)

                                  EXHIBIT D

                       REQUEST FOR RELEASE OF DOCUMENTS

      To:   Wells Fargo Bank, National Association
            1015 10th Avenue S.E.
            Mpls., MN  55414
            Attn:  ________________

      Re:   Custodial  Agreement  dated as of November 30,  1999,  between EMC
            Mortgage  Corporation and Wells Fargo Bank, National  Association,
            as Custodian

      In connection with the  administration of the Mortgage Loans held by you
as Custodian for the Owner pursuant to the above-captioned  Custody Agreement,
we request the release,  and hereby  acknowledge  receipt,  of the Custodian's
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

      _______           2.    Foreclosure

      _______           3.    Substitution

      _______           4.    Other Liquidation (Repurchases, etc.)

      _______           5.    Nonliquidation
[Reason:_______________________________]

      Address to which Custodian should

      Deliver the Custodian's Mortgage File:

      __________________________________________

      __________________________________________

      __________________________________________

      By:_______________________________________

                                    (authorized signer)

      Issuer:_____________________________________

      Address:___________________________________

      Date:______________________________________


                                     D-1
(page)

Custodian

      Wells Fargo Bank, National Association

Please  acknowledge  the execution of the above request by your  signature and
date below:


      ------------------------------------            -----------------
      Signature                                 Date


      Documents returned to Custodian:


      ------------------------------------            -----------------
      Custodian                                 Date


                                     D-2
(page)

                                  EXHIBIT E

                         REPORTING DATA FOR MONTHLY REPORT

<TABLE>
<CAPTION>
                                             Standard File Layout - Master Servicing
-----------------------------------------------------------------------------------------------------------------------------------
         Column Name                            Description                      Decimal            Format Comment         Max
                                                                                                                            Size
-----------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                                                  <C>      <C>                             <C>
SER_INVESTOR_NBR               A value assigned by the Servicer to define a                  Text up to 10 digits            20
                               group of loans.
-----------------------------------------------------------------------------------------------------------------------------------
LOAN_NBR                       A unique identifier assigned to each loan by                  Text up to 10 digits            10
                               the investor.
-----------------------------------------------------------------------------------------------------------------------------------
SERVICER_LOAN_NBR              A unique number assigned to a loan by the                     Text up to 10 digits            10
                               Servicer.  This may be different than the
                               LOAN_NBR.
-----------------------------------------------------------------------------------------------------------------------------------
BORROWER_NAME                  The borrower name as received in the file.                    Maximum length of 30 (Last,     30
                               It is not separated by first and last name.                   First)
-----------------------------------------------------------------------------------------------------------------------------------
SCHED_PAY_AMT                  Scheduled monthly principal and scheduled            2        No commas(,) or dollar          11
                               interest payment that a borrower is expected                  signs ($)
                               to pay, P&I constant.
-----------------------------------------------------------------------------------------------------------------------------------
NOTE_INT_RATE                  The loan interest rate as reported by the            4        Max length of 6                  6
                               Servicer.
-----------------------------------------------------------------------------------------------------------------------------------
NET_INT_RATE                   The loan gross interest rate less the service        4        Max length of 6                  6
                               fee rate as reported by the Servicer.
-----------------------------------------------------------------------------------------------------------------------------------
SERV_FEE_RATE                  The servicer's fee rate for a loan as                4        Max length of 6                  6
                               reported by the Servicer.
-----------------------------------------------------------------------------------------------------------------------------------
SERV_FEE_AMT                   The servicer's fee amount for a loan as              2        No commas(,) or dollar          11
                               reported by the Servicer.                                     signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
NEW_PAY_AMT                    The new loan payment amount as reported by           2        No commas(,) or dollar          11
                               the Servicer.                                                 signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
NEW_LOAN_RATE                  The new loan rate as reported by the Servicer.       4        Max length of 6                  6
-----------------------------------------------------------------------------------------------------------------------------------
ARM_INDEX_RATE                 The index the Servicer is using to calculate         4        Max length of 6                  6
                               a forecasted rate.
-----------------------------------------------------------------------------------------------------------------------------------
ACTL_BEG_PRIN_BAL              The borrower's actual principal balance at           2        No commas(,) or dollar          11
                               the beginning of the processing cycle.                        signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
ACTL_END_PRIN_BAL              The borrower's actual principal balance at           2        No commas(,) or dollar          11
                               the end of the processing cycle.                              signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
BORR_NEXT_PAY_DUE_DATE         The date at the end of processing cycle that                  MM/DD/YYYY                      10
                               the borrower's next payment is due to the
                               Servicer, as reported by Servicer.
-----------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_AMT_1                The first curtailment amount to be applied.          2        No commas(,) or dollar          11
                                                                                             signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_DATE_1               The curtailment date associated with the                      MM/DD/YYYY                      10
                               first curtailment amount.
-----------------------------------------------------------------------------------------------------------------------------------
CURT_ADJ_ AMT_1                The curtailment interest on the first                2        No commas(,) or dollar          11
                               curtailment amount, if applicable.                            signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_AMT_2                The second curtailment amount to be applied.         2        No commas(,) or dollar          11
                                                                                             signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_DATE_2               The curtailment date associated with the                      MM/DD/YYYY                      10
                               second curtailment amount.
-----------------------------------------------------------------------------------------------------------------------------------
CURT_ADJ_ AMT_2                The curtailment interest on the second               2        No commas(,) or dollar          11
                               curtailment amount, if applicable.                            signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_AMT_3                The third curtailment amount to be applied.          2        No commas(,) or dollar          11
                                                                                             signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_DATE_3               The curtailment date associated with the                      MM/DD/YYYY                      10
                               third curtailment amount.
-----------------------------------------------------------------------------------------------------------------------------------
CURT_ADJ_AMT_3                 The curtailment interest on the third                2        No commas(,) or dollar          11
                               curtailment amount, if applicable.                            signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     E-1
(page)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                                                  <C>      <C>                             <C>
PIF_AMT                        The loan "paid in full" amount as reported by        2        No commas(,) or dollar          11
                               the Servicer.                                                 signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
PIF_DATE                       The paid in full date as reported by the                      MM/DD/YYYY                      10
                               Servicer.
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                             Action Code Key:                 2
                                                                                             15=Bankruptcy,
ACTION_CODE                    The standard FNMA numeric code used to                        30=Foreclosure, , 60=PIF,
                               indicate the default/delinquent status of a                   63=Substitution,
                               particular loan.                                              65=Repurchase,70=REO
-----------------------------------------------------------------------------------------------------------------------------------
INT_ADJ_AMT                    The amount of the interest adjustment as             2        No commas(,) or dollar          11
                               reported by the Servicer.                                     signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
SOLDIER_SAILOR_ADJ_AMT         The Soldier and Sailor Adjustment amount, if         2        No commas(,) or dollar          11
                               applicable.                                                   signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
NON_ADV_LOAN_AMT               The Non Recoverable Loan Amount, if                  2        No commas(,) or dollar          11
                               applicable.                                                   signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
LOAN_LOSS_AMT                  The amount the Servicer is passing as a loss,        2        No commas(,) or dollar          11
                               if applicable.                                                signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
SCHED_BEG_PRIN_BAL             The scheduled outstanding principal amount           2        No commas(,) or dollar          11
                               due at the beginning of the cycle date to be                  signs ($)
                               passed through to investors.
-----------------------------------------------------------------------------------------------------------------------------------
SCHED_END_PRIN_BAL             The scheduled principal balance due to               2        No commas(,) or dollar          11
                               investors at the end of a processing cycle.                   signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
SCHED_PRIN_AMT                 The scheduled principal amount as reported by        2        No commas(,) or dollar          11
                               the Servicer for the current cycle -- only                    signs ($)
                               applicable for Scheduled/Scheduled Loans.
-----------------------------------------------------------------------------------------------------------------------------------
SCHED_NET_INT                  The scheduled gross interest amount less the         2        No commas(,) or dollar          11
                               service fee amount for the current cycle as                   signs ($)
                               reported by the Servicer -- only applicable
                               for Scheduled/Scheduled Loans.
-----------------------------------------------------------------------------------------------------------------------------------
ACTL_PRIN_AMT                  The actual principal amount collected by the         2        No commas(,) or dollar          11
                               Servicer for the current reporting cycle --                   signs ($)
                               only applicable for Actual/Actual Loans.
-----------------------------------------------------------------------------------------------------------------------------------
                               The actual gross interest amount less the
                               service fee amount for the current reporting                  No commas(,) or dollar
ACTL_NET_INT                   cycle as reported by the Servicer -- only            2        signs ($)                       11
                               applicable for Actual/Actual Loans.
-----------------------------------------------------------------------------------------------------------------------------------
PREPAY_PENALTY_ AMT            The penalty amount received when a borrower          2        No commas(,) or dollar          11
                               prepays on his loan as reported by the                        signs ($)
                               Servicer.
-----------------------------------------------------------------------------------------------------------------------------------
PREPAY_PENALTY_ WAIVED         The prepayment penalty amount for the loan           2        No commas(,) or dollar          11
                               waived by the servicer.                                       signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
MOD_DATE                       The Effective Payment Date of the                             MM/DD/YYYY                      10
                               Modification for the loan.
-----------------------------------------------------------------------------------------------------------------------------------
MOD_TYPE                       The Modification Type.                                        Varchar - value can be          30
                                                                                             alpha or numeric
-----------------------------------------------------------------------------------------------------------------------------------
DELINQ_P&I_ADVANCE_AMT         The current outstanding principal and                2        No commas(,) or dollar          11
                               interest advances made by Servicer.                           signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                     E-2
(page)

                                  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                 MM/DD/YYYY
                                     the borrower's
                                     next payment is
                                     due to the
                                     servicer at the
                                     end of
                                     processing
                                     cycle, as
                                     reported by
                                     Servicer.
--------------------------------------------------------------------------------
LOAN_TYPE                            Loan Type (i.e.
                                     FHA, VA, Conv)
--------------------------------------------------------------------------------
BANKRUPTCY_FILED_DATE                The date a                    MM/DD/YYYY
                                     particular
                                     bankruptcy claim
                                     was filed.
--------------------------------------------------------------------------------
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               MM/DD/YYYY
                                     date once the
                                     bankruptcy has
                                     been approved by
                                     the courts
--------------------------------------------------------------------------------
BANKRUPTCY_DCHRG_DISM_DATE           The Date The                  MM/DD/YYYY
                                     Loan Is Removed
                                     From Bankruptcy.
                                     Either by
                                     Dismissal,
                                     Discharged
                                     and/or a Motion
                                     For Relief Was
                                     Granted.
--------------------------------------------------------------------------------
LOSS_MIT_APPR_DATE                   The Date The                  MM/DD/YYYY
                                     Loss Mitigation
                                     Was Approved By
                                     The Servicer
--------------------------------------------------------------------------------
LOSS_MIT_TYPE                        The Type Of Loss
                                     Mitigation
                                     Approved For A
                                     Loan Such As;
--------------------------------------------------------------------------------
LOSS_MIT_EST_COMP_DATE               The Date The                  MM/DD/YYYY
                                     Loss Mitigation
                                     /Plan Is
                                     Scheduled To
                                     End/Close
--------------------------------------------------------------------------------
LOSS_MIT_ACT_COMP_DATE               The Date The                  MM/DD/YYYY
                                     Loss Mitigation
                                     Is Actually
                                     Completed
--------------------------------------------------------------------------------
FRCLSR_APPROVED_DATE                 The date DA                   MM/DD/YYYY
                                     Admin sends a
                                     letter to the
                                     servicer with
                                     instructions to
                                     begin
                                     foreclosure
                                     proceedings.
--------------------------------------------------------------------------------
ATTORNEY_REFERRAL_DATE               Date File Was                 MM/DD/YYYY
                                     Referred To
                                     Attorney to
                                     Pursue
                                     Foreclosure
--------------------------------------------------------------------------------
FIRST_LEGAL_DATE                     Notice of 1st                 MM/DD/YYYY
                                     legal filed by
                                     an Attorney in a
                                     Foreclosure
                                     Action
--------------------------------------------------------------------------------
FRCLSR_SALE_EXPECTED_DATE            The date by                   MM/DD/YYYY
                                     which a
                                     foreclosure sale
                                     is expected to
                                     occur.
--------------------------------------------------------------------------------
FRCLSR_SALE_DATE                     The actual date               MM/DD/YYYY
                                     of the
                                     foreclosure sale.
--------------------------------------------------------------------------------
FRCLSR_SALE_AMT                      The amount a       2          No
                                     property sold                 commas(,)
                                     for at the                    or dollar
                                     foreclosure sale.             signs ($)
--------------------------------------------------------------------------------


                                     F-1
(page)

--------------------------------------------------------------------------------
EVICTION_START_DATE                  The date the                  MM/DD/YYYY
                                     servicer
                                     initiates
                                     eviction of the
                                     borrower.
--------------------------------------------------------------------------------
EVICTION_COMPLETED_DATE              The date the                  MM/DD/YYYY
                                     court revokes
                                     legal possession
                                     of the property
                                     from the
                                     borrower.
--------------------------------------------------------------------------------
LIST_PRICE                           The price at       2          No
                                     which an REO                  commas(,)
                                     property is                   or dollar
                                     marketed.                     signs ($)
--------------------------------------------------------------------------------
LIST_DATE                            The date an REO               MM/DD/YYYY
                                     property is
                                     listed at a
                                     particular price.
--------------------------------------------------------------------------------
OFFER_AMT                            The dollar value   2          No
                                     of an offer for               commas(,)
                                     an REO property.              or dollar
                                                                   signs ($)
--------------------------------------------------------------------------------
OFFER_DATE_TIME                      The date an                   MM/DD/YYYY
                                     offer is
                                     received by DA
                                     Admin or by the
                                     Servicer.
--------------------------------------------------------------------------------
REO_CLOSING_DATE                     The date the REO              MM/DD/YYYY
                                     sale of the
                                     property is
                                     scheduled to
                                     close.
--------------------------------------------------------------------------------
REO_ACTUAL_CLOSING_DATE              Actual Date Of                MM/DD/YYYY
                                     REO Sale
--------------------------------------------------------------------------------
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                    MM/DD/YYYY
                                     property
                                     inspection is
                                     performed.
--------------------------------------------------------------------------------
APPRAISAL_DATE                       The date the                  MM/DD/YYYY
                                     appraisal was
                                     done.
--------------------------------------------------------------------------------
CURR_PROP_VAL                        The current "as    2
                                     is" value of the
                                     property based
                                     on brokers price
                                     opinion or
                                     appraisal.
--------------------------------------------------------------------------------
REPAIRED_PROP_VAL                    The amount the     2
                                     property would
                                     be worth if
                                     repairs are
                                     completed
                                     pursuant to a
                                     broker's price
                                     opinion or
                                     appraisal.
--------------------------------------------------------------------------------
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                 MM/DD/YYYY
                                     Insurance Claim
                                     Was Filed With
                                     Mortgage
                                     Insurance
                                     Company.
--------------------------------------------------------------------------------
MI_CLAIM_AMT                         Amount of                     No
                                     Mortgage                      commas(,)
                                     Insurance Claim               or dollar
                                     Filed                         signs ($)
--------------------------------------------------------------------------------
MI_CLAIM_PAID_DATE                   Date Mortgage                 MM/DD/YYYY
                                     Insurance
                                     Company
                                     Disbursed Claim
                                     Payment
--------------------------------------------------------------------------------
MI_CLAIM_AMT_PAID                    Amount Mortgage    2          No
                                     Insurance                     commas(,)
                                     Company Paid On               or dollar
                                     Claim                         signs ($)
--------------------------------------------------------------------------------
POOL_CLAIM_FILED_DATE                Date Claim Was                MM/DD/YYYY
                                     Filed With Pool
                                     Insurance Company
--------------------------------------------------------------------------------
POOL_CLAIM_AMT                       Amount of Claim    2          No
                                     Filed With Pool               commas(,)
                                     Insurance Company             or dollar
                                                                   signs ($)
--------------------------------------------------------------------------------
POOL_CLAIM_PAID_DATE                 Date Claim Was                MM/DD/YYYY
                                     Settled and The
                                     Check Was Issued
                                     By The Pool
                                     Insurer
--------------------------------------------------------------------------------
POOL_CLAIM_AMT_PAID                  Amount Paid On     2          No
                                     Claim By Pool                 commas(,)
                                     Insurance Company             or dollar
                                                                   signs ($)
--------------------------------------------------------------------------------
FHA_PART_A_CLAIM_FILED_DATE          Date FHA Part A               MM/DD/YYYY
                                     Claim Was Filed
                                     With HUD
--------------------------------------------------------------------------------
FHA_PART_A_CLAIM_AMT                 Amount of FHA      2          No
                                     Part A Claim                  commas(,)
                                     Filed                         or dollar
                                                                   signs ($)
--------------------------------------------------------------------------------
FHA_PART_A_CLAIM_PAID_DATE           Date HUD                      MM/DD/YYYY
                                     Disbursed Part A
                                     Claim Payment
--------------------------------------------------------------------------------
FHA_PART_A_CLAIM_PAID_AMT            Amount HUD Paid    2          No
                                     on Part A Claim               commas(,)
                                                                   or dollar
                                                                   signs ($)
--------------------------------------------------------------------------------
FHA_PART_B_CLAIM_FILED_DATE          Date FHA Part B               MM/DD/YYYY
                                     Claim Was Filed
                                     With HUD
--------------------------------------------------------------------------------


                                     F-2
(page)

--------------------------------------------------------------------------------
FHA_PART_B_CLAIM_AMT                 Amount of FHA      2          No
                                     Part B Claim                  commas(,)
                                     Filed                         or dollar
                                                                   signs ($)
--------------------------------------------------------------------------------
FHA_PART_B_CLAIM_PAID_DATE           Date HUD                      MM/DD/YYYY
                                     Disbursed Part B
                                     Claim Payment
--------------------------------------------------------------------------------
FHA_PART_B_CLAIM_PAID_AMT            Amount HUD Paid    2          No
                                     on Part B Claim               commas(,)
                                                                   or dollar
                                                                   signs ($)
--------------------------------------------------------------------------------
VA_CLAIM_FILED_DATE                  Date VA Claim                 MM/DD/YYYY
                                     Was Filed With
                                     the Veterans
                                     Admin
--------------------------------------------------------------------------------
VA_CLAIM_PAID_DATE                   Date Veterans                 MM/DD/YYYY
                                     Admin. Disbursed
                                     VA Claim Payment
--------------------------------------------------------------------------------
VA_CLAIM_PAID_AMT                    Amount Veterans    2          No
                                     Admin. Paid on                commas(,)
                                     VA Claim                      or dollar
                                                                   signs ($)
--------------------------------------------------------------------------------

Exhibit 2: Standard File Codes - Delinquency Reporting

The Loss Mit Type field should show the approved Loss Mitigation Code as
follows:

      o ASUM-Approved Assumption
      o BAP- Borrower Assistance Program
      o CO- Charge Off
      o DIL- Deed-in-Lieu
      o FFA- Formal Forbearance Agreement
      o MOD- Loan Modification
      o PRE- Pre-Sale
      o SS- Short Sale
      o MISC- Anything else approved by the PMI or Pool Insurer


                                     F-3
(page)

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:

      o  Mortgagor
      o  Tenant
      o  Unknown
      o  Vacant

The Property Condition field should show the last reported condition of the
property as follows:
      o  Damaged
      o  Excellent
      o  Fair
      o  Gone
      o  Good
      o  Poor
      o  Special Hazard
      o  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
--------------------------------------------------------------------------------


                                     F-4
(page)

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


                                     F-5
(page)

                                     EXHIBIT G

                           FORM OF SERVICER 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.


                                     G-1
(page)

                                  EXHIBIT H

                           SUMMARY OF REGULATION AB
                              SERVICING CRITERIA

      NOTE:  This Exhibit H is provided for  convenience of reference only. In
the event of a conflict or  inconsistency  between the terms of this Exhibit H
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)

      (b)   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.

      (c)   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.


                                     H-1
(page)

            (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.

      (d)   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.

      (e)   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.


                                     H-2
(page)

            (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.


                                     H-3
(page)

            (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.


                                     H-4
(page)

                                  EXHIBIT I

               SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS

      NOTE:  This Exhibit I is provided for  convenience of reference only. In
the event of a conflict or  inconsistency  between the terms of this Exhibit I
and the  text of  Regulation  AB,  the text of  Regulation  AB,  its  adopting
release and other public statements of the SEC shall control.

      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 Pass-Through Transfer:

      -a description of the Owner's form of organization;

      -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
mortgage  loans of the type similar to the Mortgage  Loans and  information on
factors  related to the  Servicer  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 Servicer,  whether any material  noncompliance  with  applicable
servicing  criteria  as to any  other  securitization  has been  disclosed  or
reported by the Servicer, and the extent of outsourcing the Servicer uses;

      -a  description of any material  changes to the  Servicer'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 Servicer'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  Pass-Through
Transfer,  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  Servicer's  processes  and  procedures
designed to address such factors;

      -statistical  information regarding principal and interest advances made
by the Servicer on the Mortgage  Loans and the  Servicer's  overall  servicing
portfolio for the past three years; and

      -the Owner's process for handling  delinquencies,  losses,  bankruptcies
and recoveries,  such as through  liquidation of REO Properties,  foreclosure,
sale of the Mortgage Loans or workouts.


                                     I-1
(page)

Item 1117

      -describe any legal proceedings  pending against the Servicer 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 Pass-Through Transfer.

      Item 1119(a)

      -describe any  affiliations  of the Servicer,  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
Pass-Through Transfer.

      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 Pass-Through  Transfer,  between
the  Servicer,   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 Pass-Through Transfer.

      Item 1119(c)

      -describe   any   business   relationship,    agreement,    arrangement,
transaction  or  understanding  involving or relating to the Mortgage Loans or
the  Pass-Through  Transfer,  including  the  material  terms and  approximate
dollar amount  involved,  between the Servicer,  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.


                                     I-2
(page)

                                  EXHIBIT J

        SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

                         SERVICING CRITERIA TO BE ADDRESSED
                            IN ASSESSMENT OF COMPLIANCE
                           (RMBS unless otherwise noted)

      Key:
      X - obligation

      Where there are multiple  checks for criteria the  attesting  party will
identify in their  management  assertion  that they are attesting  only to the
portion of the  distribution  chain they are  responsible  for in the  related
transaction agreements.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
RegAB Reference                Servicing Criteria                                                                    Servicers
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
                               General Servicing Considerations
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                                                                                                     <C>
1122(d)(1)(i)         Policies and  procedures  are  instituted to monitor any  performance  or other  triggers and           X
                      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           X
                      procedures are instituted to monitor the third party's  performance  and compliance with such
                      servicing activities.
-----------------------------------------------------------------------------------------------------------------------------------
                      Any  requirements in the transaction  agreements to maintain a back-up  servicer for the Pool
1122(d)(1)(iii)       Assets are maintained.
-----------------------------------------------------------------------------------------------------------------------------------
                      A fidelity bond and errors and omissions  policy is in effect on the party  participating  in           X
                      the servicing function  throughout the reporting period in the amount of coverage required by
1122(d)(1)(iv)        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           X
                      related bank clearing  accounts no more than two business  days  following  receipt,  or such
                      other number of days specified in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
                      Disbursements  made via wire transfer on behalf of an obligor or to an investor are made only           X
1122(d)(2)(ii)        by authorized personnel.
-----------------------------------------------------------------------------------------------------------------------------------
                      Advances of funds or guarantees regarding collections,  cash flows or distributions,  and any           X
                      interest  or other fees  charged  for such  advances,  are made,  reviewed  and  approved  as
1122(d)(2)(iii)       specified in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
                      The  related  accounts  for the  transaction,  such  as cash  reserve  accounts  or  accounts           X
                      established  as a form of over  collateralization,  are  separately  maintained  (e.g.,  with
1122(d)(2)(iv)        respect to commingling of cash) as set forth in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
                      Each custodial  account is maintained at a federally  insured  depository  institution as set           X
                      forth in the  transaction  agreements.  For purposes of this  criterion,  "federally  insured
                      depository  institution"  with  respect to a foreign  financial  institution  means a foreign
                      financial  institution  that meets the  requirements  of Rule  13k-1(b)(1)  of the Securities
1122(d)(2)(v)         Exchange Act.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(vi)        Unissued checks are safeguarded so as to prevent unauthorized access.                                   X
-----------------------------------------------------------------------------------------------------------------------------------
                      Reconciliations are prepared on a monthly basis for all asset-backed  securities related bank           X
                      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
1122(d)(2)(vii)       of days specified in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                     J-1
(page)

<TABLE>
<CAPTION>
<S>                   <C>                                                                                                     <C>
-----------------------------------------------------------------------------------------------------------------------------------
                      Investor Remittances and Reporting
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(3)(i)         Reports to investors,  including  those to be filed with the  Commission,  are  maintained in           X
                      accordance  with  the  transaction   agreements  and  applicable   Commission   requirements.
                      Specifically,  such reports (A) are prepared in accordance  with  timeframes  and other terms
                      set forth in the transaction  agreements;  (B) provide  information  calculated in accordance
                      with the terms specified in the transaction agreements;  (C) are filed with the Commission as
                      required  by its rules  and  regulations;  and (D) agree  with  investors'  or the  trustee's
                      records as to the total unpaid  principal  balance and number of Pool Assets  serviced by the
                      Servicer.
-----------------------------------------------------------------------------------------------------------------------------------
                      Amounts  due  to  investors  are  allocated  and  remitted  in  accordance  with  timeframes,           X
1122(d)(3)(ii)        distribution priority and other terms set forth in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
                      Disbursements  made to an investor  are posted  within two  business  days to the  Servicer's           X
1122(d)(3)(iii)       investor records, or such other number of days specified in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
                      Amounts remitted to investors per the investor reports agree with cancelled  checks, or other           X
1122(d)(3)(iv)        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           X
                      agreements or related pool asset documents.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(ii)        Pool assets  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           X
                      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           X
                      asset  documents are posted to the  Servicer's  obligor  records  maintained no more than two
                      business  days after  receipt,  or such other  number of days  specified  in the  transaction
                      agreements, and allocated to principal,  interest or other items (e.g., escrow) in accordance
                      with the related pool asset documents.
-----------------------------------------------------------------------------------------------------------------------------------
                      The  Servicer's  records  regarding  the pool assets agree with the  Servicer's  records with           X
1122(d)(4)(v)         respect to an obligor's unpaid principal balance.
-----------------------------------------------------------------------------------------------------------------------------------
                      Changes  with  respect  to the  terms or status  of an  obligor's  pool  assets  (e.g.,  loan           X
                      modifications  or  re-agings)  are made,  reviewed  and approved by  authorized  personnel in
1122(d)(4)(vi)        accordance with the transaction agreements and related pool asset documents.
-----------------------------------------------------------------------------------------------------------------------------------
                      Loss mitigation or recovery  actions (e.g.,  forbearance  plans,  modifications  and deeds in           X
                      lieu of foreclosure,  foreclosures and repossessions, as applicable) are initiated, conducted
                      and concluded in accordance  with the  timeframes or other  requirements  established  by the
1122(d)(4)(vii)       transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
                      Records  documenting  collection  efforts  are  maintained  during the period a pool asset is           X
                      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
1122(d)(4)(viii)      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           X
                      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           X
                      are analyzed,  in accordance with the obligor's pool asset  documents,  on at least an annual
                      basis,  or such other period  specified in the transaction  agreements;  (B) interest on such
                      funds is paid, or credited,  to obligors in accordance  with  applicable pool asset documents
                      and state laws;  and (C) such funds are  returned to the obligor  within 30 calendar  days of
                      full  repayment  of the related pool  assets,  or such other number of days  specified in the
                      transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
                      Payments  made on behalf of an obligor  (such as tax or  insurance  payments)  are made on or           X
                      before the related  penalty or expiration  dates,  as indicated on the  appropriate  bills or
                      notices for such  payments,  provided  that such support has been received by the servicer at
                      least 30 calendar  days prior to these dates,  or such other number of days  specified in the
1122(d)(4)(xi)        transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                     J-2
(page)

<TABLE>
<CAPTION>
<S>                   <C>                                                                                                     <C>
-----------------------------------------------------------------------------------------------------------------------------------
                      Any late payment  penalties in connection with any payment to be made on behalf of an obligor           X
                      are paid from the  Servicer's  funds and not charged to the obligor,  unless the late payment
1122(d)(4)(xii)       was due to the obligor's error or omission.
-----------------------------------------------------------------------------------------------------------------------------------
                      Disbursements  made on behalf of an  obligor  are  posted  within  two  business  days to the           X
                      obligor's records  maintained by the servicer,  or such other number of days specified in the
1122(d)(4)(xiii)      transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
                      Delinquencies,  charge-offs  and  uncollectible  accounts  are  recognized  and  recorded  in           X
1122(d)(4)(xiv)       accordance with the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
                      Any external enhancement or other support,  identified in Item 1114(a)(1) through (3) or Item
1122(d)(4)(xv)        1115 of Regulation AB, is maintained as set forth in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                    [NAME OF OWNER] [NAME OF SUBSERVICER]

                                    Date: _________________________

                                    By:   _________________________
                                    Name:
                                    Title:


                                     J-3
(page)

                                  EXHIBIT K

                    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 within 90
      days of  liquidation.  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)


                                     K-1
(page)

      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 _______________________________

<TABLE>
<CAPTION>
Liquidation and Acquisition Expenses:
<S>           <C>                                              <C>             <C>
(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 (see page 2)                               ________________(5)
(6)           Property Maintenance                             ________________(6)
(7)           MI/Hazard Insurance Premiums (see page 2)        ________________(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__________________________               ________________ (12)
         HOA/Condo Fees_______________________                 ________________ (12)
         ______________________________________                ________________ (12)

         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 / Gov't Insurance     ________________(18a)
              HUD Part A                                       ________________(18b)
              HUD Part B
(19)          Pool Insurance Proceeds                          ________________(19)
(20)          Proceeds from Sale of Acquired Property          ________________(20)
(21)          Other (itemize)                                  ________________(21)
     _________________________________________                 ________________(21)

     Total Credits                                             $_______________(22)
Total Realized Loss (or Amount of Gain)                        $_______________(23)
</TABLE>


                                     K-2
(page)

--------------------------------------------------------------------------------
    Type      Date Paid  Period     Total      Base       Penalties   Interest
(Tax /Ins.)                of       Paid      Amount
                         Coverage
--------------------------------------------------------------------------------









                                      K-3





                                                                Execution Copy
                                                                       7/13/06

                           EMC MORTGAGE CORPORATION

                                  Purchaser

                                     and

                            WELLS FARGO BANK, N.A.

                                   Company

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

                 SELLER'S WARRANTIES AND SERVICING AGREEMENT

                           Dated as of July 1, 2006

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

        WFHM Mortgage Loan Pools 6567, 6568, 6569, 6570, 6571 and 6572
(page)

                              TABLE OF CONTENTS

ARTICLE I....................................................................1

DEFINITIONS..................................................................1

ARTICLE II..................................................................11

CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND
RECORDS; CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS.........................11

ARTICLE III.................................................................14

REPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH..........................14

ARTICLE IV..................................................................27

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS..............................27

ARTICLE V...................................................................42

PAYMENTS TO PURCHASER.......................................................42

ARTICLE VI..................................................................43

GENERAL SERVICING PROCEDURES................................................44

ARTICLE VII.................................................................49

COMPANY TO COOPERATE........................................................49

ARTICLE VIII................................................................50

THE COMPANY.................................................................50

ARTICLE IX..................................................................52

SECURITIZATION TRANSACTION..................................................51


                                       i
(page)

ARTICLE X...................................................................64

DEFAULT.....................................................................64

ARTICLE XI..................................................................66

TERMINATION.................................................................66

ARTICLE XII.................................................................67

MISCELLANEOUS PROVISIONS....................................................67

                                   EXHIBITS

                  Exhibit A               Mortgage Loan Schedule
                  Exhibit B               Contents of Each Mortgage File
                  Exhibit C               Custodial Agreement
                  Exhibit D               Form of Assignment, Assumption and
                                          Recognition Agreement
                  Exhibit E               Servicing Criteria to be Addressed in
                                          Assessment of Compliance
                  Exhibit F               Form of Sarbanes Certification
                  Exhibit G               Reporting Data for Monthly Report
                  Exhibit H               Reporting Data for Defaulted Loans
                  Exhibit I               Reporting Data for Realized Losses and
                                          Gains


                                      ii
(page)

      This is a Seller's  Warranties and Servicing Agreement for various fixed
and  adjustable  rate  residential  first  lien  mortgage  loans,   dated  and
effective  as  of  July  1,  2006,  and  is  executed   between  EMC  Mortgage
Corporation,  as purchaser (the  "Purchaser"),  and Wells Fargo Bank, N.A., as
seller and servicer (the "Company").

                             W I T N E S S E T H

      WHEREAS,  the  Purchaser has agreed to purchase from the Company and the
Company  has  agreed to sell to the  Purchaser  certain  fixed and  adjustable
interest   rate,   Conventional   Mortgage   Loans  which  have  an  aggregate
outstanding  principal  balance as indicated on the  Mortgage  Loan  Schedule,
which is annexed hereto as Exhibit A;

      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;
and

      WHEREAS,  the  Purchaser and the Company wish to prescribe the manner of
purchase of the Mortgage  Loans and the  conveyance,  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

      Whenever  used  herein,  the  following  words and  phrases,  unless the
content otherwise requires, shall have the following meanings:

      Accepted Servicing  Practices:  With respect to any Mortgage Loan, those
mortgage  servicing  practices of prudent mortgage lending  institutions which
service  mortgage  loans  of the  same  type  as  such  Mortgage  Loan  in the
jurisdiction where the related Mortgaged Property is located.

      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.

      Agency or Agencies:  Fannie Mae,  Freddie Mac or GNMA, or any of them as
applicable.

      Agency Sale:  Any sale or transfer of some or all of the Mortgage  Loans
by the  Purchaser to an Agency which sale or transfer is not a  Securitization
Transaction or Whole Loan Transfer.


                                      1
(page)

      Agreement:  This Seller's  Warranties  and  Servicing  Agreement and all
exhibits, amendments hereof and supplements hereto.

      ALTA:  The American Land Title Association or any successor thereto.

      Appraised  Value:  With respect to any Mortgage  Loan, the lesser of (i)
the value set forth on the appraisal made in connection  with the  origination
of the related Mortgage Loan as the value of the related  Mortgaged  Property,
or (ii)  the  purchase  price  paid  for  the  Mortgaged  Property,  provided,
however,  that in the case of a refinanced  Mortgage Loan, such value shall be
based solely on the appraisal made in connection  with the origination of such
Mortgage Loan.

      Assignment  of  Mortgage:  An  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 the sale of the Mortgage to the Purchaser.

      Balloon  Loan: A Mortgage  Loan for which the Monthly  Payments will not
fully  amortize the loan by the end of the term,  at which time the balance of
the principal is due in a lump sum.

      Business  Day:  Any day other than (i) a Saturday  or Sunday,  or (ii) a
day on which  banking and savings and loan  institutions  in the states  where
the parties are located are authorized or obligated by law or executive  order
to be closed.

      Buydown  Agreement:  An  agreement  between the Company 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 the  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 funds 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:  July 13, 2006.

      Code:  The  Internal  Revenue  Code of 1986,  as it may be amended  from
time to time or any successor statute thereto,  and applicable U.S. Department
of the Treasury regulations issued pursuant thereto.


                                      2
(page)

      Commission:  The United States Securities and Exchange Commission.

      Company:  Wells  Fargo  Bank,  N.A.,  or its  successor  in  interest or
assigns,  or any  successor to the Company under this  Agreement  appointed as
herein provided.

      Company Information:  As defined in Section 9.01(e)(i)(A).

      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.

      Conventional  Mortgage  Loan: A mortgage or deed of trust not insured or
guaranteed under a government program (e.g., FHA or VA).

      Covered Loan: A Mortgage Loan categorized as "Covered" pursuant to the
Standard & Poor's Glossary for File Format for LEVELS(R) Version 5.7, Appendix
E, revised July 1, 2006, (excluding New Jersey "Covered Home Loans" as that term
is defined in clause (1) of the definition of that term in the New Jersey Home
Ownership Security Act of 2002 that are first lien purchase money Mortgage Loans
originated between November 26, 2003, and July 7, 2004).

      Custodial  Account:   The  separate  account  or  accounts  created  and
maintained pursuant to Section 4.04.

      Custodial   Agreement:   The  Interim  Custody  Agreement  dated  as  of
November 30, 1999 by and between EMC Mortgage  Corporation as Owner, and Wells
Fargo  Bank,  N.A.  (formerly  known  as Wells  Fargo  Bank  Minnesota,  N.A.)
governing  the retention of the  originals of each  Mortgage  Note,  Mortgage,
Assignment of Mortgage and other  Mortgage Loan  Documents,  annexed hereto as
Exhibit C.

      Custodian:   The  custodian  under  the  Custodial  Agreement,   or  its
successor in interest or assigns,  or any successor to the Custodian under the
Custodial Agreement as provided therein.

      Cut-off Date: July 1, 2006.

      Deleted  Mortgage  Loan:  A Mortgage  Loan which is  repurchased  by the
Company in  accordance  with the terms of this  Agreement and which is, in the
case of a  substitution  pursuant to Section 3.03,  replaced or to be replaced
with a Qualified Substitute Mortgage Loan.

      Depositor:  The  depositor,  as such term is defined in  Regulation  AB,
with respect to any Securitization Transaction.

     Determination  Date: The Business Day  immediately  preceding the related
Remittance Date.


                                      3
(page)

      Due Date:  The day of the month on which the  Monthly  Payment is due on
a Mortgage Loan, exclusive of any days of grace.

      Due  Period:   With  respect  to  each   Remittance   Date,  the  period
commencing  on the second  (2nd) day of the month  preceding  the month of the
Remittance  Date  and  ending  in the  first  (1st)  day of the  month  of the
Remittance Date.

      Errors  and  Omissions   Insurance   Policy:  An  errors  and  omissions
insurance policy to be maintained by the Company pursuant to Section 4.12.

      Escrow   Account:   The  separate   account  or  accounts   created  and
maintained pursuant to Section 4.06.

      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
related document.

      Event  of  Default:   Any  one  of  the   conditions  or   circumstances
enumerated in Section 10.01.

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

      Fannie  Mae:  The  Federal  National  Mortgage   Association,   and  its
successors.

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

      FHA:  Federal Housing Administration and its successors.

      Fidelity  Bond:  A  fidelity  bond  to  be  maintained  by  the  Company
pursuant to Section 4.12.

      First Remittance Date:  August 18, 2006.

      Freddie  Mac:  The  Federal  Home  Loan  Mortgage  Corporation,  and its
successors.

      GNMA:  Government National Mortgage Association and its successors.

      Gross Margin:  With respect to each  adjustable  rate Mortgage Loan, the
fixed percentage  amount set forth in the 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.

      High Cost Loan:  A Mortgage  Loan  classified  as (a) a "high cost" loan
under the Home  Ownership and Equity  Protection Act of 1994, (b) a "high cost
home," "threshold,"  "covered,"  (excluding New Jersey "Covered Home Loans" as
that term is defined in clause (1) of the  definition  of that term in the New
Jersey Home Ownership  Security Act of 2002 that are first lien purchase money
Mortgage Loans originated  between November 26, 2003, and July 7, 2004), "high
risk home,"  "predatory"  or similar  loan under any other  applicable  state,
federal  or local  law or (c) a  Mortgage  Loan  categorized  as  "High  Cost"
pursuant  to the  Standard  & Poor's  Glossary  for File  Format  for  LEVELS(R)
Version 5.7, Appendix E, revised July 1, 2006.


                                      4
(page)

      HUD: The United States  Department of Housing and Urban  Development and
its successors.

      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 thereon.

      Interest   Only   Mortgage   Loan:   A   Mortgage   Loan  for  which  an
interest-only  payment feature is allowed during the interest-only  period set
forth in the related Mortgage Note.

      Insurance  Proceeds:  With respect to each  Mortgage  Loan,  proceeds of
insurance  policies  insuring  the  Mortgage  Loan  or the  related  Mortgaged
Property.

      LGC:  Loan  Guaranty  Certificate  issued by the VA as a guarantee  that
the federal government will repay to the lender a specified  percentage of the
loan balance in the event of the borrower's default.

      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,  or the sale of
the  related  Mortgaged  Property  if the  Mortgaged  Property  is acquired in
satisfaction of the Mortgage Loan.

      Lender Paid Mortgage Insurance Policy or LPMI Policy: A PMI  Policy  for
which the Company pays all premiums from its own funds, without reimbursement.

      Loan-to-Value  Ratio or LTV:  With  respect to any  Mortgage  Loan,  the
ratio of the  original  loan amount of the  Mortgage  Loan at its  origination
(unless otherwise indicated) to the Appraised Value of the Mortgaged Property.

      Master Servicer:  With respect to any  Securitization  Transaction,  the
"master servicer," if any, identified in the related transaction documents.

      MIC:  Mortgage  Insurance  Certificate  issued by HUD/FHA or copy of the
FHA Case  Query  screen  print  from the FHA  Connection  as  evidence  that a
mortgage  has been  insured and that a contract of mortgage  insurance  exists
between HUD/FHA and the lender.

      Monthly   Advance:   The  portion  of  each  Monthly   Payment  that  is
delinquent  with respect to each Mortgage Loan at the close of business on the
Determination  Date required to be advanced by the Company pursuant to Section
5.03 on the Business Day  immediately  preceding  the  Remittance  Date of the
related month.


                                      5
(page)

      Monthly  Payment:   The  scheduled  monthly  payment  of  principal  and
interest on a Mortgage Loan or in the case of an Interest Only Mortgage  Loan,
payments of (i) interest or (ii) principal and interest,  as applicable,  on a
Mortgage Loan.

      Mortgage:  The mortgage,  deed of trust or other  instrument  and riders
thereto   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 items  pertaining  to a  particular  Mortgage  Loan
referred  to in  Exhibit  B  annexed  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  of  interest  borne  on  a
Mortgage Note in accordance with the provisions of the 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,  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.

      Mortgage Loan  Documents:  With respect to a Mortgage Loan, the original
related  Mortgage  Note with  applicable  addenda  and  riders,  the  original
related  Mortgage and the  originals of any required  addenda and riders,  the
original related Assignment of Mortgage and any original  intervening  related
Assignments  of Mortgage,  the original  related  title  insurance  policy and
evidence of the related PMI Policy, MIC or LCG, if any.

      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:  A schedule of Mortgage Loans annexed hereto as
Exhibit A, such schedule setting forth the following  information with respect
to each Mortgage  Loan: (1) the Company's  Mortgage Loan number;  (2) the city
state and zip code of the Mortgaged  Property;  (3) a code indicating  whether
the Mortgaged  Property is a single family  residence,  two-family  residence,
three-family  residence,  four-family  residence,  planned unit development or
condominium;  (4) the current  Mortgage  Interest  Rate; (5) the Mortgage Loan
Remittance  Rate; (6) the current Monthly Payment;  (7) the Gross Margin;  (8)
the original  term to maturity;  (9) the  scheduled  maturity  date;  (10) the
principal  balance of the Mortgage Loan as of the Cut-off Date after deduction
of payments of  principal  due on or before the  Cut-off  Date  whether or not
collected;  (11) the  Loan-to-Value;  (12) the next Adjustment  Date; (13) the
lifetime  Mortgage  Interest  Rate cap;  (14)  whether  the  Mortgage  Loan is
convertible  or not; (15) a code  indicating the mortgage  guaranty  insurance
company;  (16) code  indicating  whether the loan is subject to a LPMI Policy;
(17) a code  indicating  whether the Mortgage  Loan is a Balloon Loan and (18)
the Servicing Fee Rate.


                                      6
(page)

      Mortgage  Note:  The note or other  evidence  of the  indebtedness  of a
Mortgagor secured by a Mortgage and riders thereto.

      Mortgaged  Property:  The real property  securing  repayment of the debt
evidenced by a Mortgage Note.

      Mortgagor:  The obligor on a Mortgage Note.

      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
Certification  of the  Company  delivered  to the  Purchaser  and  the  Master
Servicer and detailing the reasons for such determination.

      Officer's  Certificate:  A  certificate  signed by the  Chairman  of the
Board,  the Vice Chairman of the Board,  the President,  a Vice President,  an
Assistant  Vice  President,  the  Treasurer,  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 Company, reasonably acceptable to the Purchaser.

      Periodic  Interest Rate Cap: As to each  adjustable  rate Mortgage Loan,
the  maximum  increase  or  decrease  in the  Mortgage  Interest  Rate  on any
Adjustment Date.

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

      PMI Policy:  A policy of primary mortgage  guaranty  insurance issued by
a Qualified  Insurer,  as required by this  Agreement  with respect to certain
Mortgage Loans.

      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  Penalty:  Payments  calculated  pursuant to the underwriting
guidelines  of the  Company  and due on a  Mortgage  Loan as the  result  of a
Principal  Prepayment in full of the Mortgage  Loan, not otherwise due thereon
in respect of principal or interest,  which are intended to be a  disincentive
to prepayment.


                                      7
(page)

      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.

      Principal  Prepayment:  Any payment or other  recovery of principal on a
Mortgage  Loan  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.

      Principal  Prepayment  Period:  The month  preceding  the month in which
the related Remittance Date occurs.

      Purchaser:  EMC  Mortgage  Corporation  or its  successor in interest or
any successor to the Purchaser under this Agreement as herein provided.

      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 or 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  Depository:  A deposit account or accounts  maintained with a
federal or state  chartered  depository  institution the deposits in which are
insured  by the FDIC to the  applicable  limits and the  short-term  unsecured
debt  obligations of which (or, in the case of a depository  institution  that
is  a  subsidiary  of  a  holding  company,   the  short-term  unsecured  debt
obligations  of such  holding  company)  are rated  A-1+ by  Standard & Poor's
Ratings Group or Prime-1 by Moody's Investors  Service,  Inc. (or a comparable
rating if another  rating  agency is  specified  by the  Purchaser  by written
notice to the Company) at the time any deposits are held on deposit therein.

      Qualified   Insurer:   A  mortgage   guaranty   insurance  company  duly
authorized and licensed where  required by law to transact  mortgage  guaranty
insurance business and approved as an insurer by the Agencies.


                                      8
(page)

      Rating Agencies:  Any nationally  recognized  statistical rating agency,
or its  successor,  including  Standard  & Poor's  Ratings  Services,  Moody's
Investors Service, Inc. and Fitch Ratings.

      Reconstitution:  Any  Securitization  Transaction,  Agency Sale or Whole
Loan Transfer.

      Reconstitution  Agreement:  The agreement or agreements  entered into by
the  Company  and  the   Purchaser   and/or   certain  third  parties  on  the
Reconstitution  Date or Dates with respect to any or all of the Mortgage Loans
serviced hereunder,  in connection with a Whole Loan Transfer,  Agency Sale or
Securitization Transaction.

      Reconstitution  Date:  The  date  on  which  any or all of the  Mortgage
Loans  serviced  under this  Agreement may be removed from this  Agreement and
reconstituted as part of an Agency Sale,  Securitization  Transaction or Whole
Loan Transfer pursuant to Section 9.01 hereof. The  Reconstitution  Date shall
be such date which the Purchaser shall designate.

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

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

      REMIC  Provisions:  Provisions of the federal income tax law relating to
a REMIC,  which appear at Section 860A through 860G of Subchapter M of Chapter
1, Subtitle A of the Code, and related  provisions,  and regulations,  rulings
or pronouncements  promulgated  thereunder,  as the foregoing may be in effect
from time to time.

      Remittance  Date:  The  eighteenth  (18th)  day (or if  such  eighteenth
(18th) day is not a Business  Day, the first (1st)  Business  Day  immediately
following) of any month, beginning with the First Remittance Date.

      REO Disposition:  The final sale by the Company of any REO Property.

      REO Disposition  Proceeds:  All amounts  received with respect to an REO
Disposition pursuant to Section 4.16.

      REO  Property:  A Mortgaged  Property  acquired by the Company on behalf
of the Purchaser  through  foreclosure or by deed in lieu of  foreclosure,  as
described in Section 4.16.

      Repurchase  Price:  Unless  agreed  otherwise by the  Purchaser  and the
Company,  a price equal to (i) the Stated  Principal  Balance of the  Mortgage
Loan plus (ii) interest on such Stated Principal  Balance at the Mortgage Loan
Remittance  Rate  from the  date on which  interest  has  last  been  paid and
distributed  to the Purchaser  through the last day of the month in which such
repurchase  takes place,  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.


                                      9
(page)

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

      Securitization  Transaction:  Any  transaction  involving  either  (a) 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
(b) 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 9.01(d)(iii).

      Servicing  Advances:  All  customary,  reasonable  and necessary "out of
pocket" costs and expenses other than Monthly Advances  (including  reasonable
attorney's 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  or judicial  proceedings,  including  foreclosures,  (c) the
management and  liquidation  of any REO Property and (d)  compliance  with the
obligations under Section 4.08 and 4.10.

      Servicing Criteria:  The "servicing  criteria" set forth in Item 1122(d)
of Regulation AB, as such may be amended from time to time.

      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  received.  The  obligation  of the  Purchaser  to pay the
Servicing  Fee is limited to, and the  Servicing  Fee is payable  solely from,
the interest  portion  (including  recoveries  with  respect to interest  from
Liquidation  Proceeds,  to the  extent  permitted  by  Section  4.05)  of such
Monthly  Payment  collected by the Company,  or as  otherwise  provided  under
Section  4.05.  The  Servicing  Fee shall not be  reduced by the amount of any
guaranty fee charged by GNMA.

      Servicing Fee Rate: 0.250% per annum for each Mortgage Loan.

      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  Custodian  and copies of the  Mortgage  Loan
Documents  listed  in the  Custodial  Agreement  the  originals  of which  are
delivered to the Custodian pursuant to Section 2.03.

      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.


                                      10
(page)

      Stated  Principal  Balance:  As to each Mortgage Loan, (i) the principal
balance  of the  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 related 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 Company 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.

      Third-Party   Originator:   Each   Person,   other   than  a   Qualified
Correspondent, that originated Mortgage Loans acquired by the Company.

      VA:  The  United  States   Department   of  Veterans   Affairs  and  its
successors.

      Whole  Loan  Transfer:  Any  sale  or  transfer  of  some  or all of the
Mortgage  Loans by the  Purchaser to a third party,  which sale or transfer is
not a Securitization Transaction or Agency Sale.

                                  ARTICLE II

    CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND
             RECORDS; CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS

Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files;
             Maintenance of Servicing Files.


                                      11
(page)

      The  Company,  simultaneously  with the  execution  and delivery of this
Agreement,  does hereby  sell,  transfer,  assign,  set over and convey to the
Purchaser,  without recourse, but subject to the terms of this Agreement,  all
the right,  title and  interest of the Company in and to the  Mortgage  Loans.
Pursuant  to Section  2.03,  the  Company  has  delivered  the  Mortgage  Loan
Documents to the Custodian.

      The contents of each  Mortgage  File not  delivered to the Custodian are
and shall be held in trust by the Company for the benefit of the  Purchaser as
the owner thereof.  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  Custodian.   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.  Upon the sale of the  Mortgage  Loans the  ownership  of each  Mortgage
Note,  the related  Mortgage and the related  Mortgage File and Servicing File
shall vest immediately in the Purchaser,  and the ownership of all records and
documents with respect to the related  Mortgage Loan prepared by or which come
into the  possession  of the Company shall vest  immediately  in the Purchaser
and shall be retained and maintained by the Company,  in trust, at the will of
the Purchaser and only in such custodial  capacity.  The Company shall release
its custody of the  contents of any  Servicing  File only in  accordance  with
written  instructions  from the Purchaser,  unless 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 pursuant to Section 3.03 or
6.02. All such costs  associated  with the release,  transfer and  re-delivery
to the Company shall be the responsibility of the Purchaser.

Section 2.02      Books and Records; Transfers of Mortgage Loans.

      From and  after  the sale of the  Mortgage  Loans to 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,  shall be received
and held by the Company in trust for the benefit of the  Purchaser as owner of
the Mortgage  Loans,  and the Company shall retain record title to the related
Mortgages  for  the  sole  purpose  of  facilitating  the  servicing  and  the
supervision of the servicing of the Mortgage Loans.

      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 each  Mortgage  Loan which
shall be marked  clearly to reflect the ownership of each 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 the  Agencies,
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 and eligibility of any condominium  project for
approval  by the  Agencies,  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  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  the  Fannie  Mae  Selling  and
Servicing Guide, as amended from time to time.


                                      12
(page)

      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.

      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 the
Mortgage  Loans  unless the books and records 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.  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 shall
release the previous Purchaser from its obligations  hereunder with respect to
the Mortgage Loans sold or transferred.  If the Company receives  notification
of a transfer,  including a final loan  schedule,  less than five (5) Business
Days before the last Business Day of the month,  the Company's duties to remit
and report to the new  purchaser(s)  as required by Section 5 shall begin with
next Due Period.

Section 2.03      Delivery of Documents.

      The  Company  has  delivered  to  the  Custodian   those  Mortgage  Loan
Documents as required by this Agreement with respect to each Mortgage Loan.

      The  Custodian  has  certified  its  receipt of all such  Mortgage  Loan
Documents  required to be delivered  pursuant to the Custodial  Agreement,  as
evidenced by the trust receipt and initial  certification  of the Custodian in
the form annexed to the Custodial  Agreement.  The Company will be responsible
for fees and  expenses  with respect to the  delivery of those  Mortgage  Loan
Documents  required to be delivered  pursuant to this  Agreement.  The Company
will be responsible for the fees and expenses  related to the recording of the
initial  Assignment of Mortgage.  The Purchaser  will be  responsible  for the
fees and expenses of the Custodian.

      After the Closing Date,  the Company shall deliver to the Custodian each
of the  documents  described  in  Exhibit  B, not  delivered  pursuant  to the
Agreement.  Provided  however,  within  150 days from the  Closing  Date,  the
Company  shall  deliver to the  Custodian,  the evidence of the MIC or LGC, as
applicable,  or an Officer's  Certificate,  which shall (i) state that the MIC
or LGC has not been  delivered to the  Custodian  due solely to a delay by the
insuring  agency,  (ii) state the  amount of time  generally  required  by the
insuring  agency to process the evidence of the MIC or LGC, and (iii)  specify
the date the MIC or LGC will be delivered to the  Purchaser.  The Company will
be required to deliver the evidence of the MIC or LGC to the  Custodian by the
date  specified  in (iii) above.  An extension of the date  specified in (iii)
above  may be  requested  from  the  Custodian,  which  consent  shall  not be
unreasonably withheld.


                                      13
(page)

      The  Company  shall  forward  to  the   Custodian   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 Custodian  with a certified  true copy of any such document  submitted for
recordation  within  ten (10) days 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.

      In the event the public  recording  office is delayed in  returning  any
original document,  the Company shall deliver to the Custodian within 240 days
of its  submission for  recordation,  a copy of such document and an Officer's
Certificate,  which shall (i) identify the recorded document;  (ii) state that
the recorded  document has not been delivered to the Custodian due solely to a
delay  by the  public  recording  office,  (iii)  state  the  amount  of  time
generally  required by the applicable  recording office to record and return a
document  submitted for recordation,  and (iv) specify the date the applicable
recorded  document  will be  delivered to the  Custodian.  The Company will be
required to deliver the  document to the  Custodian  by the date  specified in
(iv)  above.  An  extension  of  the  date  specified  in  (iv)  above  may be
requested  from  the  Purchaser,  which  consent  shall  not  be  unreasonably
withheld.

                                 ARTICLE III

              REPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH

Section 3.01      Company Representations and Warranties.

      The Company hereby  represents and warrants to the Purchaser that, as of
the Closing Date:

      (a)   Due Organization and Authority.

            The  Company is a national  banking  association  duly  organized,
            validly  existing  and in  good  standing  under  the  laws of the
            United  States  and has all  licenses  necessary  to  carry on its
            business as now being conducted and is licensed,  qualified and in
            good standing in each state where a Mortgaged  Property is located
            if the laws of such state require  licensing or  qualification  in
            order to conduct  business of the type  conducted  by the Company,
            and in any event the  Company  is in  compliance  with the laws of
            any  such   state  to  the   extent   necessary   to  ensure   the
            enforceability  of the related  Mortgage Loan and the servicing of
            such  Mortgage   Loan  in  accordance   with  the  terms  of  this
            Agreement;  the  Company  has the  full  power  and  authority  to
            execute and deliver this  Agreement  and to perform in  accordance
            herewith;   the  execution,   delivery  and  performance  of  this
            Agreement  (including all  instruments of transfer to be delivered
            pursuant to this  Agreement)  by the Company and the  consummation
            of  the  transactions  contemplated  hereby  have  been  duly  and
            validly authorized;  this Agreement  evidences the valid,  binding
            and  enforceable  obligation  of the  Company;  and all  requisite
            action has been taken by the Company to make this Agreement  valid
            and binding upon the Company in accordance with its terms;


                                      14
(page)

      (b)   Ordinary Course of Business.

            The  consummation  of  the   transactions   contemplated  by  this
            Agreement  are in the ordinary  course of business of the Company,
            who is in the  business of selling and  servicing  loans,  and the
            transfer,  assignment and conveyance of the Mortgage Notes and the
            Mortgages  by the  Company  pursuant  to  this  Agreement  are not
            subject to the bulk transfer or any similar  statutory  provisions
            in effect in any applicable jurisdiction;

      (c)   No Conflicts.

            Neither  the  execution  and  delivery  of  this  Agreement,   the
            acquisition of the Mortgage Loans by the Company,  the sale of the
            Mortgage Loans to the Purchaser or the  transactions  contemplated
            hereby,  nor the  fulfillment of or compliance  with the terms and
            conditions  of this  Agreement  will  conflict with or result in a
            breach of any of the terms,  articles of  incorporation or by-laws
            or 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  the   violation  of  any  law,   rule,
            regulation,  order, judgment or decree to which the Company or its
            property is subject,  or impair the  ability of the  Purchaser  to
            realize  on  the  Mortgage  Loans,  or  impair  the  value  of the
            Mortgage Loans;

      (d)   Ability to Service.

            The  Company  is  an  approved   seller/servicer   of  residential
            mortgage loans for the Agencies, with the facilities,  procedures,
            and  experienced  personnel  necessary for the sound  servicing of
            mortgage  loans  of the  same  type  as the  Mortgage  Loans.  The
            Company is in good standing to sell mortgage  loans to and service
            mortgage  loans  for the  Agencies,  and no  event  has  occurred,
            including  but not  limited  to a change  in  insurance  coverage,
            which  would make the Company  unable to comply with the  Agencies
            eligibility  requirements  or which would require  notification to
            the Agencies;

      (e)   Reasonable Servicing Fee.

            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;


                                      15
(page)

      (f)   Ability to Perform.

            The  Company  does not  believe,  nor does it have any  reason  or
            cause to believe,  that it cannot  perform each and every covenant
            contained in this  Agreement.  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  to
            hinder, delay or defraud any of the Company's creditors;

      (g)   No Litigation Pending.

            There is no action, suit,  proceeding or investigation  pending or
            threatened  against the Company which,  either in any one instance
            or in the aggregate,  may result in any material adverse change in
            the  business,  operations,  financial  condition,  properties  or
            assets of the Company,  or in any material impairment of the right
            or ability of the Company to carry on its  business  substantially
            as now conducted,  or in any material liability on the part of the
            Company,  or which would draw into  question  the validity of this
            Agreement  or the  Mortgage  Loans or of any action taken or to be
            contemplated   herein,   or  which   would  be  likely  to  impair
            materially  the ability of the Company to perform  under the terms
            of this Agreement;

      (h)   No Consent Required.

            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 sale of the Mortgage  Loans as
            evidenced by the consummation of the transactions  contemplated by
            this  Agreement,  or if required,  such approval has been obtained
            prior to the Closing Date;

      (i)   No Untrue Information.

            Neither  this  Agreement  nor  any  statement,   report  or  other
            document  furnished or to be furnished  pursuant to this Agreement
            or  in  connection  with  the  transactions   contemplated  hereby
            contains  any  untrue  statement  of fact or omits to state a fact
            necessary to make the statements contained therein not misleading;

      (j)   Sale Treatment.

            The Company has  determined  that the  disposition of the Mortgage
            Loans  pursuant to this  Agreement will be afforded sale treatment
            for accounting and tax purposes;

      (k)   No Material Change.


                                      16
(page)

            There  has  been  no  material  adverse  change  in the  business,
            operations,  financial  condition  or assets of the Company  since
            the date of the Company's most recent  financial  statements  that
            would have a  material  adverse  effect on its  ability to perform
            its obligations under this Agreement; and

      (l)   No Brokers' Fees.

            The  Company  has not dealt with any  broker,  investment  banker,
            agent or other  Person that may be entitled to any  commission  or
            compensation  in the  connection  with  the  sale of the  Mortgage
            Loans.

Section 3.02      Representations   and   Warranties    Regarding   Individual
                  Mortgage Loans.

      As to each Mortgage Loan, the Company hereby  represents and warrants to
the Purchaser that as of the Closing Date:

      (a)   Mortgage Loans as Described.

            The information  set forth in the Mortgage Loan Schedule  attached
            hereto as Schedule I is true and correct;

      (b)   No Outstanding Charges.

            All taxes,  governmental  assessments,  insurance premiums, water,
            sewer and  municipal  charges,  which  previously  became  due and
            owing have been paid,  or an escrow of funds has been  established
            for  every  such  item  which  remains  unpaid  and which has been
            assessed but is not yet due and payable;

      (c)   Original Terms Unmodified.

            The  terms  of the  Mortgage  Note  and  Mortgage  have  not  been
            impaired,  waived, altered or modified in any respect, except by a
            written  instrument  which  has been  recorded,  if  necessary  to
            protect  the  interests  of  the  Purchaser  and  which  has  been
            delivered  to the  Custodian.  The  substance  of any such waiver,
            alteration  or  modification  has been  approved by FHA, VA or the
            issuer of any  related  PMI policy and the title  insurer,  to the
            extent required by the policy,  and its terms are reflected on the
            Mortgage Loan Schedule.  No Mortgagor has been released,  in whole
            or in part,  except in  connection  with an  assumption  agreement
            approved  by the  issuer  of the  guaranty  certificate  or of any
            related Primary  Mortgage  Insurance policy and the title insurer,
            to the extent  required  by the policy or Agency  guidelines,  and
            which assumption  agreement is part of the Mortgage File delivered
            to the  Custodian  and the  terms of which  are  reflected  in the
            Mortgage Loan Schedule;

      (d)   No Defenses.


                                      17
(page)

            The  Mortgage  Loan is 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 either the Mortgage Note or the Mortgage
            unenforceable,  in whole or in part,  or  subject  to any right of
            rescission,  set-off,  counterclaim or defense,  including without
            limitation the defense of usury,  and no such right of rescission,
            set-off,  counterclaim  or defense has been  asserted with respect
            thereto;

      (e)   No Satisfaction of Mortgage.

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

      (f)   Validity of Mortgage Documents.

            The  Mortgage  Note and the  Mortgage  and related  documents  are
            genuine,  and each is the legal,  valid and binding  obligation of
            the maker thereof  enforceable in accordance  with its terms.  All
            parties to the Mortgage  Note and the Mortgage had legal  capacity
            to enter into the  Mortgage  Loan and to execute  and  deliver the
            Mortgage  Note and the  Mortgage,  and the  Mortgage  Note and the
            Mortgage have been duly and properly executed by such parties;

      (g)   No Fraud.

            All the documents  executed in  connection  with the Mortgage Loan
            including,  but not limited to, the Mortgage Note and the Mortgage
            are free of fraud  and any  misrepresentation,  are  signed by the
            persons  they  purport  to be  signed  by,  and  witnessed  or, as
            appropriate,  notarized by the persons whose signatures  appear as
            witnesses  or notaries,  and each such  document  constitutes  the
            valid and  binding  legal  obligation  of the  signatories  and is
            enforceable in accordance with its terms;

      (h)   Compliance with Applicable Laws.

            Any and all  requirements  of any  applicable  federal,  state  or
            local law including, without limitation, usury,  truth-in-lending,
            real estate  settlement  procedures,  consumer credit  protection,
            equal  credit  opportunity,  disclosure,  or  predatory  and abuse
            lending laws  applicable  to the Mortgage  Loan have been complied
            with, and the Company shall maintain in its possession,  available
            for  the  Purchaser's   inspection,   and  shall  deliver  to  the
            Purchaser  upon  demand,  evidence  of  compliance  with  all such
            requirements; 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;


                                      18
(page)

      (i)   Location and Type of Mortgaged Property.

            The Mortgaged  Property is located in the state  identified in the
            Mortgage  Loan  Schedule and  consists of a  contiguous  parcel of
            real property  with a detached  single  family  residence  erected
            thereon,  or a two-  to  four-family  dwelling,  or an  individual
            condominium  unit  in a  condominium  project,  or a  manufactured
            dwelling,  or an individual unit in a planned unit  development or
            a townhouse,  provided,  however,  that any condominium project or
            planned unit  development  shall conform to the applicable  Agency
            requirements,  or the  underwriting  guidelines  of  the  Company,
            regarding  such  dwellings.  As of the  respective  appraisal date
            for each  Mortgaged  Property,  any Mortgaged  Property being used
            for commercial  purposes  conforms to the underwriting  guidelines
            of the Company and, to the best of the Company's knowledge,  since
            the date of such appraisal,  no portion of the Mortgaged  Property
            has been used for  commercial  purposes  outside of the  Company's
            underwriting guidelines;

      (j)   Valid First Lien.

            The Mortgage is a valid,  subsisting and enforceable 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  located  in or
            annexed to such  buildings,  and all  additions,  alterations  and
            replacements  made at any time with respect to the foregoing.  The
            lien of the Mortgage is subject only to:

                  (1)   the  lien  of   current   real   property   taxes  and
                        assessments not yet due and payable;

                  (2)   covenants,  conditions  and  restrictions,  rights  of
                        way,  easements and other matters of the public record
                        as of the date of  recording  acceptable  to  mortgage
                        lending   institutions   generally  and   specifically
                        referred to in the  lender's  title  insurance  policy
                        delivered to the  originator  of the Mortgage Loan and
                        (i)  referred  to  or  otherwise   considered  in  the
                        appraisal  made  for the  originator  of the  Mortgage
                        Loan  and  (ii)  which  do not  adversely  affect  the
                        Appraised  Value of the  Mortgaged  Property set forth
                        in such appraisal; and

                  (3)   other  matters to which like  properties  are commonly
                        subject  which do not  materially  interfere  with the
                        benefits  of the  security  intended to be provided by
                        the   mortgage  or  the  use,   enjoyment,   value  or
                        marketability of the related Mortgaged Property.


                                       19
(page)

            Any security  agreement,  chattel mortgage or equivalent  document
            related to and  delivered in  connection  with the  Mortgage  Loan
            establishes and creates a valid,  subsisting and enforceable first
            lien  and  first  priority   security  interest  on  the  property
            described  therein  and the  Company  has  full  right to sell and
            assign the same to the Purchaser.

      (k)   Full Disbursement of Proceeds.

            The  proceeds  of the  Mortgage  Loan have been  fully  disbursed,
            except for escrows  established or created due to seasonal weather
            conditions,  and  there  is no  requirement  for  future  advances
            thereunder.  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)   Ownership.

            The  Company  is the  sole  owner  of  record  and  holder  of the
            Mortgage  Loan and the related  Mortgage Note and the Mortgage are
            not assigned or pledged,  and the Company has good and  marketable
            title  thereto and has full right and  authority  to transfer  and
            sell  the  Mortgage  Loan  to  the   Purchaser.   The  Company  is
            transferring  the  Mortgage  Loan  free  and  clear of any and all
            encumbrances,  liens, pledges, equities,  participation interests,
            claims,  charges or security  interests of any nature  encumbering
            such Mortgage Loan;

      (m)   Origination/Doing Business.

            The  Mortgage   Loan  was   originated   by  a  savings  and  loan
            association,  a savings  bank, a commercial  bank, a credit union,
            an insurance company,  or similar  institution which is supervised
            and  examined  by a federal or state  authority  or by a mortgagee
            approved  by  the  Secretary  of  Housing  and  Urban  Development
            pursuant to Sections 203 and 211 or the National  Housing Act. All
            parties which have had any interest in the Mortgage Loan,  whether
            as mortgagee,  assignee, pledgee or otherwise, are (or, during the
            period in which they held and  disposed  of such  interest,  were)
            (1)  in  compliance   with  any  and  all   applicable   licensing
            requirements  of the  laws  of the  state  wherein  the  Mortgaged
            Property  is  located,  and (2)  organized  under the laws of such
            state,  or (3)  qualified  to do business  in such  state,  or (4)
            federal  savings and loan  associations  or national  banks having
            principal  offices in such  state,  or (5) not doing  business  in
            such state;

      (n)   Primary Mortgage Insurance.

            With respect to any Mortgage  Loan subject to a PMI Policy or LPMI
            Policy as indicated on the Mortgage Loan Schedule,  all provisions
            of such  PMI  Policy  or  LPMI  Policy  have  been  and are  being
            complied  with,  such policy is in full force and effect,  and all
            premiums  due  thereunder   have  been  paid.  Any  Mortgage  Loan
            subject to a PMI Policy or LPMI Policy  obligates the Mortgagor or
            the Company, as applicable,  thereunder to maintain the PMI Policy
            or LPMI Policy and to pay all premiums  and charges in  connection
            therewith.  The Mortgage  Interest  Rate for the Mortgage  Loan as
            set  forth  on the  Mortgage  Loan  Schedule  is  net of any  such
            insurance premium;


                                       20
(page)

      (o)   FHA Insurance/VA Guaranty.

            Each  FHA  Mortgage  Loan,  is  fully-insured  by the  FHA,  which
            insurance is in full force and effect,  and the  Mortgage  Loan is
            not subject to any defect  which would  diminish or impair the FHA
            insurance,  and all prior transfers,  if any, of the Mortgage Loan
            have  been,  and the  transactions  herein  contemplated  are,  in
            compliance with the FHA regulations,  and no  circumstances  exist
            with respect to the FHA Mortgage  Loans which would permit the FHA
            to deny coverage under the FHA insurance; and

            Each VA Mortgage Loan is  guaranteed by the VA, which  guaranty is
            in full force and effect,  and the Mortgage Loan is not subject to
            any defect which would  diminish or impair the VA guaranty  (other
            than a potential  valuation of the  mortgaged  property),  and all
            prior  transfers,  if any, of the Mortgage Loan have been, and the
            transactions  herein  contemplated  are, in compliance with the VA
            regulations,  and no  circumstances  exist with  respect to the VA
            Mortgage  Loan which would  permit the VA to deny  coverage  under
            the VA guaranty;

      (p)   Title Insurance.

            The Mortgage Loan is covered by an ALTA lender's  title  insurance
            policy  (or  in  the  case  of  any  Mortgage  Loan  secured  by a
            Mortgaged  Property located in a jurisdiction  where such policies
            are  generally  not  available,  an opinion of counsel of the type
            customarily  rendered  in  such  jurisdiction  in  lieu  of  title
            insurance)  or  other  generally  acceptable  form  of  policy  of
            insurance  acceptable to the  Agencies,  issued by a title insurer
            acceptable  to the  Agencies  and  qualified to do business in the
            jurisdiction  where the  Mortgaged  Property is located,  insuring
            the Company,  its successors and assigns, as to the first priority
            lien of the  Mortgage  in the  original  principal  amount  of the
            Mortgage  Loan,  subject  only  to  the  exceptions  contained  in
            clauses (1), (2) and (3) of paragraph  (xi) of this Section  3(b).
            The Company is the sole insured of such lender's  title  insurance
            policy,  and such lender's title insurance policy is in full force
            and effect and will be in 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 of the Mortgage,  including the Company, has done, by
            act or omission,  anything which would impair the coverage of such
            lender's title insurance policy;

      (q)   No Mechanics' Liens.


                                       21
(page)

            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  the law could  give rise to such  liens)
            affecting  the  related  Mortgaged  Property  which  are or may be
            liens  prior  to,  or equal or  coordinate  with,  the lien of the
            related  Mortgage  which  are not  insured  against  by the  Title
            Insurance policy referenced in Section (p) above;

      (r)   Location of Improvements; No Encroachments.

            Except  as  insured   against  by  the  Title   Insurance   policy
            referenced  in Section  (p)  above,  all  improvements  which were
            considered in  determining  the  Appraised  Value of the Mortgaged
            Property   lay  wholly   within  the   boundaries   and   building
            restriction  lines of the Mortgaged  Property and no  improvements
            on adjoining  properties encroach upon the Mortgaged Property.  No
            improvement  located on or being part of the Mortgaged Property is
            in violation of any applicable zoning law or regulation;

      (s)   Customary Provisions.

            The 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,  (i) in
            the  case  of  a  Mortgage  designated  as a  deed  of  trust,  by
            trustee's  sale,  and  (ii)  otherwise  by  judicial  foreclosure.
            There is no homestead or other exemption  available to a 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)   Occupancy of the Mortgaged Property.

            As  of  the  date  of  origination,  the  Mortgaged  Property  was
            lawfully occupied under applicable law.

      (u)   No Additional Collateral.

            The  Mortgage  Note  is  not  and  has  not  been  secured  by any
            collateral,  pledged  account or other security except the lien of
            the  corresponding  Mortgage  and  the  security  interest  of any
            applicable  security  agreement or chattel mortgage referred to in
            (j) above;

      (v)   Deeds of Trust.

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


                                       22
(page)

      (w)   Transfer of Mortgage Loans.

            The   Assignment  of  Mortgage  is  in  recordable   form  and  is
            acceptable  for recording  under the laws of the  jurisdiction  in
            which the Mortgaged Property is located;

      (x)   Mortgaged Property Undamaged.

            The Mortgaged Property is undamaged by water, fire,  earthquake or
            earth movement,  windstorm, flood, tornado or other casualty so as
            to  affect  adversely  the  value  of the  Mortgaged  Property  as
            security for the  Mortgage  Loan or the use for which the premises
            was intended;

      (y)   Collection Practices; Escrow Deposits.

            The origination and collection  practices used with respect to the
            Mortgage  Loan have been in  accordance  with  Accepted  Servicing
            Practices,  and  have  been in all  material  respects  legal  and
            proper.  All Escrow Items have been  collected in full  compliance
            with state and federal  law. An escrow of funds is not  prohibited
            by applicable  law and has been  established to pay for every item
            that remains  unpaid and has been  assessed but is not yet due and
            payable.  No escrow  deposits or Escrow Items or other  charges or
            payments due the Company have been capitalized  under the Mortgage
            Note;

      (z)   No Condemnation.

            To  the  best  of  Company's  knowledge,  there  is no  proceeding
            pending or  threatened  for the total or partial  condemnation  of
            the related Mortgaged Property;

      (aa)  The Appraisal.

            The Mortgage File  contains an appraisal of the related  Mortgaged
            Property by 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 the appraisal and the
            appraiser both satisfy the applicable  requirements of Title XI of
            the Financial  Institution Reform,  Recovery,  and Enforcement Act
            of 1989  and the  regulations  promulgated  thereunder,  all as in
            effect on the date the Mortgage Loan was originated;

      (bb)  Insurance.

            The Mortgaged  Property  securing each Mortgage Loan is insured by
            an insurer  acceptable  to the  Agencies  against loss by fire and
            such  hazards as are covered  under a standard  extended  coverage
            endorsement,  in an amount  which is at least  equal to the lesser
            of (i) 100% of the insurable  value, on a replacement  cost basis,


                                       23
(page)

            of the  improvements on the related  Mortgaged  Property,  and the
            outstanding  principal  balance of the  Mortgage  Loan,  but in no
            event less and (ii) the greater of (a) the  outstanding  principal
            balance  of the  Mortgage  Loan or (b) an  amount  such  that  the
            proceeds  of such  insurance  shall be  sufficient  to prevent the
            application to the Mortgagor or the loss payee of any  coinsurance
            clause  under  the  policy.   If  the  Mortgaged   Property  is  a
            condominium  unit, it is included under the coverage afforded by a
            blanket policy for the project;  the insurance  policy  contains a
            standard  clause naming the  originator of such mortgage loan, its
            successor and assigns,  as insured mortgagee;  if upon origination
            of the Mortgage Loan, the  improvements on the Mortgaged  Property
            were in an area identified in the Federal  Register by the Federal
            Emergency  Management  Agency as having special flood  hazards,  a
            flood  insurance  policy meeting the  requirements  of the current
            guidelines of the Federal  Insurance  Administration  is in effect
            with  a  generally  acceptable  insurance  carrier,  in an  amount
            representing   coverage   not  less  than  the  least  of  (A) the
            outstanding  principal balance of the Mortgage Loan,  (B) the full
            insurable  value and (C) the maximum amount of insurance which was
            available  under the Flood  Disaster  Protection  Act of 1973,  as
            amended;  and the Mortgage  obligates the mortgagor  thereunder to
            maintain all such  insurance at the  mortgagor's  cost and expense
            and the  Company  has not  acted or  failed to act so as to impair
            the  coverage  of any  such  insurance  policy  or  the  validity,
            binding effect and enforceability thereof.

      (cc)  Servicemembers Civil Relief Act.

            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, as amended.

      (dd)  No Violation of Environmental Laws.

            There is no pending  action or proceeding  directly  involving any
            Mortgaged  Property  of  which  the  Company  is  aware  in  which
            compliance  with any  environmental  law, rule or regulation is an
            issue; and to the best of the Company's  knowledge 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.

      (ee)  HOEPA/HIGH COST.

            No Mortgage Loan is a High Cost Loan or Covered Loan.

      (ff)  Prepayment Penalty.

            With respect to each Mortgage  Loan that has a prepayment  penalty
            feature,  each such  prepayment  penalty shall be enforceable  and
            will be enforced by the Company for the benefit of the  Purchaser,
            and  each  prepayment  penalty  shall  be  permitted  pursuant  to
            federal,  state and local law. Each such prepayment  penalty is in
            an amount equal to the maximum amount  permitted under  applicable
            law and no such  prepayment  penalty  may be imposed for a term in
            excess  of  three  (3)  years  with  respect  to  Mortgage   Loans
            originated on or after October 1, 2002.


                                       24
(page)

      (gg)  Georgia Fair Lending Act.

            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.

      (hh)  Buydown Mortgage Loans.

            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 or
                  Freddie Mac  guidelines  or the  underwriting  guidelines of
                  the Company;

            (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 Company and if
                  required  under  Fannie Mae or Freddie Mac  guidelines,  the
                  terms  of  the  Buydown  Agreement  were  disclosed  to  the
                  appraiser of the Mortgaged Property;


                                       25
(page)

            (ii)  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 or Freddie  Mac  regarding
                  buydown agreements.

      (ii)  Balloon Loans.

            With respect to each Balloon  Loan,  the Mortgage  Loan is payable
            in equal monthly  installments  of principal and interest based on
            a fifteen (15) or thirty (30) year amortization  schedule,  as set
            forth in the related  Mortgage  Note, and a final lump sum payment
            substantially  greater  than  the  preceding  Monthly  Payment  is
            required  which is sufficient to amortize the remaining  principal
            balance of the Balloon Loan.

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
to the  Purchaser  and the  delivery of the  Mortgage  Loan  Documents  to the
Custodian  and shall  inure to the benefit of the  Purchaser,  notwithstanding
any  restrictive  or qualified  endorsement on any Mortgage Note or Assignment
of Mortgage or the  examination or failure to examine 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 (or
which  materially  and  adversely  affects the  interests  of Purchaser in the
related  Mortgage Loan in the case of a representation  and warranty  relating
to a particular  Mortgage Loan), the party  discovering such breach shall give
prompt written notice to the other.

      Within ninety (90) days of the earlier of either  discovery by or notice
to the Company of any breach of a representation  or warranty which materially
and adversely  affects the value of the Mortgage Loans,  the Company shall use
its best efforts  promptly to cure such breach in all material  respects  and,
if such breach cannot be cured, the Company shall, at the Purchaser's  option,
repurchase  such Mortgage Loan at the  Repurchase  Price.  In the event that a
breach  shall  involve any  representation  or  warranty  set forth in Section
3.01,  and such breach  cannot be cured within ninety (90) days of the earlier
of either  discovery  by or notice to the Company of such  breach,  all of the
Mortgage  Loans  shall,  at the  Purchaser's  option,  be  repurchased  by the
Company at the  Repurchase  Price.  Any repurchase of a Mortgage Loan or Loans
pursuant  to  the   foregoing   provisions  of  this  Section  3.03  shall  be
accomplished  by  deposit  in  the  Custodial  Account  of the  amount  of the
Repurchase  Price  for  distribution  to  Purchaser  on  the  Remittance  Date
immediately   following  the  Principal   Prepayment   Period  in  which  such
Repurchase  Price is received,  after deducting  therefrom any amount received
in respect of such  repurchased  Mortgage  Loan or Loans and being held in the
Custodial Account for future distribution.


                                       26
(page)

      At the  time  of  repurchase  or  substitution,  the  Purchaser  and the
Company shall arrange for the  reassignment of the  repurchased  Mortgage Loan
to the Company and the  delivery to the Company of any  documents  held by the
Custodian  relating  to the  repurchased  Mortgage  Loan.  In the  event  of a
repurchase,  the Company shall,  simultaneously  with such reassignment,  give
written  notice to the Purchaser that such  repurchase has taken place,  amend
the  Mortgage  Loan  Schedule to reflect  the  withdrawal  of the  repurchased
Mortgage Loan from this Agreement.

      In addition to such repurchase  obligation,  the Company shall indemnify
the Purchaser  and hold it harmless  against any losses,  damages,  penalties,
fines,  forfeitures,  reasonable  and necessary  legal fees and related costs,
judgments,  and other costs and  expenses  resulting  from any claim,  demand,
defense or assertion  based on or grounded  upon, or resulting  from, a breach
of the Company  representations  and warranties  contained in this  Agreement.
It is understood  and agreed that the  obligations of the Company set forth in
this Section 3.03 to cure,  substitute for or repurchase a defective  Mortgage
Loan  and to  indemnify  the  Purchaser  as  provided  in  this  Section  3.03
constitute  the sole  remedies  of the  Purchaser  respecting  a breach of the
foregoing representations and warranties.

      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)  discovery of such breach
by the  Purchaser  or notice  thereof by the  Company to the  Purchaser,  (ii)
failures 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.

                                  ARTICLE IV

                ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 4.01      Company to Act as Servicer.

      The Company, as an independent contractor,  shall service and administer
the Mortgage  Loans and shall have full power and  authority,  acting alone or
through the  utilization  of a Subservicer or a  Subcontractor,  to do any and
all things in  connection  with such  servicing and  administration  which the
Company may deem  necessary or  desirable,  consistent  with the terms of this
Agreement and with  Accepted  Servicing  Practices.  The Company shall service
the  Mortgage  Loans in  accordance  with  the  guidelines  of the  applicable
governing Agency,  including the Federal Housing  Administration for FHA loans
or the Veteran's  Administration  for VA loans,  and shall comply with all the
rules and  regulations  as set forth by each  applicable  agency.  The Company
shall  be  responsible   for  any  and  all  acts  of  a  Subservicer   and  a
Subcontractor,   and  the   Company's   utilization   of  a   Subservicer   or
Subcontractor  shall in no way relieve the liability of the Company under this
Agreement.


                                       27
(page)

      Consistent  with the terms of this Agreement and any  applicable  Agency
guidelines,  the  Company may waive,  modify or vary any term of any  Mortgage
Loan or consent to the  postponement  of strict  compliance with 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 and will not result
in the  impairment  of  coverage  under  any  PMI  Policy,  the  MIC  or  LGC.
Provided,  however,  no such  modification  shall reduce the mortgage interest
rate below the  Company's  prevailing  market rate for similar loans in affect
as of the date of modification.  In the event of any such  modification  which
permits the deferral of interest or principal  payments on any Mortgage  Loan,
the Company shall  disburse on the  following  Remittance  Date,  from its own
funds,  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 for any Monthly  Payment  received or deferred and (b)
the amount paid by the Mortgagor,  if any.  Without limiting the generality of
the  foregoing,  the Company  shall  continue,  and is hereby  authorized  and
empowered,  to execute and deliver on behalf of itself and the Purchaser,  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.  If  reasonably  required
by the Company,  the  Purchaser  shall  furnish the Company with any powers of
attorney and other  documents  necessary or  appropriate to enable the Company
to carry out its servicing and administrative duties under this Agreement.

      In servicing and  administering  the Mortgage  Loans,  the Company shall
employ  procedures  (including  collection  procedures)  and exercise the same
care that it customarily  employs and exercises in servicing and administering
mortgage  loans for its own  account,  giving due  consideration  to  Accepted
Servicing   Practices   where  such   practices  do  not  conflict   with  the
requirements of this Agreement, and the Purchaser's reliance on the Company.

Section 4.02      Liquidation of Mortgage Loans.

      In the  event  that any  payment  due under  any  Mortgage  Loan and not
postponed  pursuant to Section  4.01 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  shall  take  such  action as (1) the
Company  would  take under  similar  circumstances  with  respect to a similar
mortgage  loan  held  for  its  own  account  for  investment,  (2)  shall  be
consistent with Accepted Servicing Practices,  (3) the Company shall determine
prudently to be in the best interest of Purchaser,  and (4) is consistent with
any related PMI Policy.  In the event that any payment due under any  Mortgage
Loan is not postponed  pursuant to Section 4.01 and remains  delinquent  for a
period of ninety  (90) days or any  other  default  continues  for a period of
ninety  (90) days  beyond  the  expiration  of any grace or cure  period,  the
Company  shall  commence  foreclosure  proceedings.  In such  connection,  the
Company  shall from its own funds  make all  necessary  and  proper  Servicing
Advances,  provided, however, that the Company shall not be required to expend
its own funds in connection  with any  foreclosure or towards the  restoration
or preservation of any Mortgaged Property,  unless it shall determine (a) that
such  preservation,  restoration and/or foreclosure will increase the proceeds
of  liquidation  of the Mortgage  Loan to  Purchaser  after  reimbursement  to
itself for such expenses and (b) that such expenses will be  recoverable by it
either through Liquidation  Proceeds  (respecting which it shall have priority
for purposes of  withdrawals  from the Custodial  Account  pursuant to Section
4.05) or through  Insurance  Proceeds  (respecting which it shall have similar
priority).


                                       28
(page)

      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.  The cost for such  inspection  or review shall be borne
by the Purchaser.  Upon  completion of the  inspection or review,  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.  In the  event (a) the  environmental  inspection  report  indicates
that the Mortgaged  Property is contaminated by hazardous or toxic  substances
or  wastes  and  (b)  the  Purchaser  directs  the  Company  to  proceed  with
foreclosure or acceptance of a deed in lieu of foreclosure,  the Company shall
be reimbursed for all reasonable  costs  associated  with such  foreclosure or
acceptance  of a deed in lieu of  foreclosure  and any  related  environmental
clean up costs, as applicable,  from the related Liquidation  Proceeds,  or if
the Liquidation  Proceeds are insufficient to fully reimburse the Company, the
Company  shall be  entitled to be  reimbursed  from  amounts in the  Custodial
Account  pursuant to Section 4.05 hereof.  In the event the Purchaser  directs
the Company not to proceed with  foreclosure  or  acceptance of a deed in lieu
of  foreclosure,  the Company shall be reimbursed  for all Servicing  Advances
made  with  respect  to the  related  Mortgaged  Property  from the  Custodial
Account pursuant to Section 4.05 hereof.

Section 4.03      Collection of Mortgage Loan Payments.

      Continuously  from the date hereof until the  principal  and interest on
all Mortgage Loans are paid in full,  the Company shall proceed  diligently to
collect all payments due under each of the Mortgage  Loans when the same shall
become  due and  payable  and shall  take  special  care in  ascertaining  and
estimating  Escrow  Payments  and all other  charges  that will become due and
payable with respect to the Mortgage Loan and the Mortgaged  Property,  to the
end that the installments  payable by the Mortgagors will be sufficient to pay
such  charges as and when they become due and payable.  The Company  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  Company,
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 Company is
required to pay the amount of such waived  Prepayment Charge by remitting such
amount to the Purchaser by the Remittance Date.

Section 4.04      Establishment of and Deposits to Custodial Account.


                                       29
(page)

      The Company shall  segregate  and hold all funds  collected and received
pursuant to a Mortgage  Loan  separate and apart from any of its own funds and
general  assets  and  shall  establish  and  maintain  one or  more  Custodial
Accounts, in the form of time deposit or demand accounts,  titled "Wells Fargo
Bank,  N.A.  in  trust  for the  Purchaser  and/or  subsequent  purchasers  of
Residential  Mortgage  Loans,  -  P &  I."  The  Custodial  Account  shall  be
established  with a Qualified  Depository.  Upon request of the  Purchaser and
within ten (10) days thereof,  the Company  shall  provide the Purchaser  with
written  confirmation  of the existence of such Custodial  Account.  Any funds
deposited  in the  Custodial  Account  shall at all  times be  insured  to the
fullest  extent allowed by applicable  law.  Funds  deposited in the Custodial
Account may be drawn on by the Company in accordance with Section 4.05.

      The  Company  shall  deposit  in the  Custodial  Account  within two (2)
Business  Days of the Company's  receipt,  and retain  therein,  the following
collections  received by the Company and  payments  made by the Company  after
the Cut-off  Date,  other than  payments of  principal  and interest due on or
before the Cut-off  Date, or received by the Company prior to the Cut-off Date
but allocable to a period subsequent thereto:

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

      (ii)  all  payments  on  account  of  interest  on  the  Mortgage  Loans
            adjusted to the Mortgage Loan Remittance Rate;

      (iii) all Liquidation Proceeds;

      (iv)  all Insurance  Proceeds including amounts required to be deposited
            pursuant to Section  4.10  (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 Section 4.14), Section 4.11 and Section 4.15;

      (v)   all   Condemnation   Proceeds   which  are  not   applied  to  the
            restoration  or repair of the  Mortgaged  Property  or released to
            the Mortgagor in accordance with Section 4.14;

      (vi)  any amount  required  to be  deposited  in the  Custodial  Account
            pursuant to Section 4.01, 5.03, 6.01 or 6.02;

      (vii) any  amounts  payable in  connection  with the  repurchase  of any
            Mortgage  Loan  pursuant to Section 3.03 and all amounts  required
            to be deposited by the Company in  connection  with a shortfall in
            principal  amount  of  any  Qualified   Substitute  Mortgage  Loan
            pursuant to Section 3.03;

     (viii) with  respect  to  each  Principal  Prepayment  an  amount  (to be
            paid by the  Company  out of its funds)  which,  when added to all
            amounts  allocable  to interest  received in  connection  with the
            Principal  Prepayment,  equals one month's  interest on the amount
            of principal so prepaid at the Mortgage Loan Remittance Rate;


                                       30
(page)

      (ix)  any amounts  required to be deposited  by the Company  pursuant to
            Section  4.11 in  connection  with the  deductible  clause  in any
            blanket hazard insurance policy;

      (x)   any  amounts  received  with  respect  to or  related  to any  REO
            Property  and all REO  Disposition  Proceeds  pursuant  to Section
            4.16; and

      (xi)  with  respect to each  Buydown  Mortgage  Loan an amount  from the
            Buydown  Account (or Escrow Account) that when added to the amount
            received  from the Mortgagor for such month equal the full Monthly
            Payment due under the related Mortgage Note.

      The foregoing  requirements for deposit into 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 into 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.

Section 4.05      Permitted Withdrawals From Custodial Account.

      The Company shall, from time to time,  withdraw funds 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 of the Company's  funds
            made  pursuant to Section 5.03,  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
            payments of principal  and/or interest  respecting  which any such
            advance was made,  it being  understood  that,  in the case of any
            such reimbursement,  the Company's right thereto shall be prior to
            the  rights  of  Purchaser,  except  that,  where the  Company  is
            required to  repurchase a Mortgage  Loan  pursuant to Section 3.03
            or  6.02,  the  Company's  right  to such  reimbursement  shall be
            subsequent  to the  payment  to the  Purchaser  of the  Repurchase
            Price pursuant to such sections 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 for
            any  unpaid  Servicing  Fees,  the  Company's  right to  reimburse
            itself  pursuant  to this  subclause  (iii)  with  respect  to any
            Mortgage  Loan  being  limited to  related  Liquidation  Proceeds,
            Condemnation  Proceeds,  Insurance Proceeds and such other amounts
            as  may  be  collected  by  the  Company  from  the  Mortgagor  or
            otherwise  relating  to the  Mortgage  Loan,  it being  understood
            that, in the case of any such  reimbursement,  the Company's right
            thereto  shall be prior to the rights of  Purchaser,  except  that
            where the  Company is  required  to  repurchase  a  Mortgage  Loan
            pursuant  to Section  3.03 or 6.02,  in which  case the  Company's
            right to such reimbursement  shall be subsequent to the payment to
            the Purchaser of the  Repurchase  Price  pursuant to such sections
            and all other amounts  required to be paid to the  Purchaser  with
            respect to such Mortgage Loan;


                                       31
(page)

      (iv)  to pay  itself  interest  on  funds  deposited  in  the  Custodial
            Account;

      (v)   to reimburse  itself for expenses  incurred and reimbursable to it
            pursuant to Section 8.01;

      (vi)  to pay any amount  required to be paid  pursuant  to Section  4.16
            related to any REO  Property,  it being  understood  that,  in the
            case  of  any  such   expenditure  or  withdrawal   related  to  a
            particular  REO  Property,  the  amount  of  such  expenditure  or
            withdrawal from the Custodial  Account shall be limited to amounts
            on deposit in the  Custodial  Account  with respect to the related
            REO Property;

      (vii) to  reimburse  itself for any  Servicing  Advances or REO expenses
            after   liquidation  of  the  Mortgaged   Property  not  otherwise
            reimbursed above;

     (viii) to remove funds  inadvertently  placed in the Custodial Account by
            the Company; and

      (ix)  to clear and terminate the Custodial  Account upon the termination
            of this Agreement.

      In the event that the  Custodial  Account is interest  bearing,  on each
Remittance  Date,  the Company  shall  withdraw  all funds from the  Custodial
Account except for those amounts which,  pursuant to Section 5.01, the Company
is not obligated to remit on such  Remittance  Date.  The Company may use such
withdrawn funds only for the purposes described in this Section 4.05.

Section 4.06      Establishment of and Deposits to Escrow Account.

      The Company shall  segregate  and hold all funds  collected and received
pursuant to a Mortgage Loan  constituting  Escrow Payments  separate and apart
from any of its own funds and general assets and shall  establish and maintain
one or more Escrow  Accounts,  in the form of time deposit or demand accounts,
titled,  "Wells Fargo Bank, N.A., in trust for the Purchaser and/or subsequent
purchasers  of Mortgage  Loans,  and various  Mortgagors  - T & I." The Escrow
Accounts shall be established with a Qualified  Depository,  in a manner which
shall provide  maximum  available  insurance  thereunder.  Upon request of the
Purchaser  and within ten (10) days  thereof,  the Company  shall  provide the
Purchaser with written  confirmation  of the existence of such Escrow Account.
Funds  deposited  in the  Escrow  Account  may be drawn on by the  Company  in
accordance with Section 4.07.


                                       32
(page)

      The Company shall deposit in the Escrow  Account or Accounts  within two
(2) Business Days of Company's receipt 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  amounts  representing   Insurance  Proceeds  or  Condemnation
            Proceeds  which are to be applied to the  restoration or repair of
            any Mortgaged Property;

      (iii) all payments on account of Buydown Funds; and

      (iv)  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,  as set forth in
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.
To the extent  required  by law,  the Company  shall pay  interest on escrowed
funds  to  the  Mortgagor  notwithstanding  that  the  Escrow  Account  may be
non-interest  bearing or that interest paid thereon is  insufficient  for such
purposes.

Section 4.07      Permitted Withdrawals From Escrow Account.

      Withdrawals  from the  Escrow  Account  or  Accounts  may be made by the
Company only:

      (i)   to effect  timely  payments of ground rents,  taxes,  assessments,
            water rates,  mortgage insurance  premiums,  condominium  charges,
            fire and hazard  insurance  premiums or other  items  constituting
            Escrow Payments for the related Mortgage;

      (ii)  to reimburse  the Company for any  Servicing  Advances made by the
            Company  pursuant to Section  4.08 or Section 4.10 with respect to
            a related  Mortgage  Loan,  but only from amounts  received on the
            related  Mortgage Loan which represent late  collections of Escrow
            Payments thereunder;

      (iii) to refund to any  Mortgagor any funds found to be in excess of the
            amounts required under the terms of the related Mortgage Loan;

      (iv)  for transfer to the Custodial  Account and  application  to reduce
            the principal  balance of the Mortgage Loan in accordance with the
            terms of the related Mortgage and Mortgage Note;

      (v)   for   application  to  restoration  or  repair  of  the  Mortgaged
            Property in  accordance  with the  procedures  outlined in Section
            4.14;


                                       33
(page)

      (vi)  to pay to the Company,  or any Mortgagor to the extent required by
            law,  any  interest  paid on the  funds  deposited  in the  Escrow
            Account;

      (vii) to remove funds inadvertently  placed in the Escrow Account by the
            Company;

     (viii) to   clear   and   terminate    the   Escrow    Account   on   the
            termination of this Agreement; and

      (ix)  to transfer  payment on account of Buydown  Funds to the Custodial
            Account.

Section 4.08      Payment of Taxes, Insurance and Other Charges.

      With respect to each Mortgage Loan, the Company shall maintain  accurate
records  reflecting  the status of ground  rents,  taxes,  assessments,  water
rates,  sewer rents, and other charges which are or may become a lien upon the
Mortgaged  Property and the status of PMI Policy  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,  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.  The Company  assumes
full  responsibility for the timely payment of all such bills and shall effect
timely payment of all such charges  irrespective of each Mortgagor's  faithful
performance in the payment of same or the making of the Escrow  Payments,  and
the Company shall make advances from its own funds to effect such payments.

Section 4.09      Protection of Accounts.

      The Company may transfer the Custodial  Account or the Escrow Account to
a different Qualified Depository from time to time.

Section 4.10      Maintenance of Hazard Insurance.

      The Company shall cause to be  maintained  for each Mortgage Loan hazard
insurance such that all buildings  upon the Mortgaged  Property are insured by
an  insurer  acceptable  to the  Agencies,  against  loss by fire,  hazards of
extended  coverage and such other  hazards as are  customary in the area where
the  Mortgaged  Property is located,  in an amount  which is at least equal to
the lesser of (i) 100 % of the insurable  value, on a replacement  cost basis,
of the improvements on the related  Mortgaged  Property,  and (ii) the greater
of (a)  the  outstanding  principal  balance  of the  Mortgage  Loan or (b) an
amount  such  that the  proceeds  of such  insurance  shall be  sufficient  to
prevent the  application to the Mortgagor or the loss payee of any coinsurance
clause under the policy.  In the event a hazard  insurance  policy shall be in
danger of being  terminated,  or in the event the  insurer  shall  cease to be
acceptable  to the  Agencies,  the Company  shall notify the Purchaser and the
related Mortgagor,  and shall use its best efforts, as permitted by applicable
law, to obtain from another Qualified  Insurer a replacement  hazard insurance
policy  substantially  and materially  similar in all respects to the original
policy.  In no  event,  however,  shall a  Mortgage  Loan be  without a hazard
insurance policy at any time, subject only to Section 4.11 hereof.


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      If  upon  origination  of  the  Mortgage  Loan,  the  related  Mortgaged
Property was located in an area identified by the Flood  Emergency  Management
Agency as having  special  flood  hazards (and such flood  insurance  has been
made  available) a flood  insurance  policy  meeting the  requirements  of the
current  guidelines of the Federal Insurance  Administration is in effect with
a generally  acceptable  insurance carrier  acceptable to the Agencies,  in an
amount  representing  coverage  equal to the lesser of (i) the minimum  amount
required,  under the terms of coverage,  to compensate  for any damage or loss
on a  replacement  cost  basis  (or the  unpaid  balance  of the  mortgage  if
replacement  cost coverage is not available for the type of building  insured)
and (ii) 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 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.

      If a  Mortgage  is  secured  by a unit  in a  condominium  project,  the
Company  shall verify that the coverage  required of the owner's  association,
including  hazard,   flood,   liability,   and  fidelity  coverage,  is  being
maintained in accordance  with then current  Agency  requirements,  and secure
from the owner's  association its agreement to notify the Company  promptly of
any change in the insurance  coverage or of any  condemnation or casualty loss
that may have a  material  effect on the value of the  Mortgaged  Property  as
security.

      In the event that any Purchaser or the Company shall  determine that the
Mortgaged  Property  should be insured  against  loss or damage by hazards and
risks not covered by the insurance  required to be maintained by the Mortgagor
pursuant to the terms of the  Mortgage,  the  Company  shall  communicate  and
consult with the  Mortgagor  with respect to the need for such  insurance  and
bring to the  Mortgagor's  attention  the required  amount of coverage for the
Mortgaged  Property and if the Mortgagor  does not obtain such  coverage,  the
Company  shall   immediately   force  place  the  required   coverage  on  the
Mortgagor's behalf.

      All  policies  required  hereunder  shall name the Company as loss payee
and shall be  endorsed  with  standard  or union  mortgagee  clauses,  without
contribution,  which shall provide for at least thirty (30) days prior written
notice  of any  cancellation,  reduction  in  amount  or  material  change  in
coverage.

      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  acceptable to the applicable  Agency and
are  licensed  to do  business  in the  jurisdiction  in which  the  Mortgaged
Property is located.  The Company shall  determine that such policies  provide
sufficient  risk  coverage and amounts,  that they insure the property  owner,
and that they properly describe the property address.


                                       35
(page)

      Pursuant to Section  4.04,  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 related  Mortgaged  Property,
or property  acquired in  liquidation  of the Mortgage Loan, or to be released
to  the  Mortgagor,   in  accordance  with  the  Company's   normal  servicing
procedures  as specified in Section  4.14) shall be deposited in the Custodial
Account subject to withdrawal pursuant to Section 4.05.

Section 4.11      Maintenance of Mortgage Impairment Insurance.

      In the event  that the  Company  shall  obtain  and  maintain  a blanket
policy  insuring  against losses  arising from fire and hazards  covered under
extended  coverage  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.  The Company  shall prepare and make any claims on
the  blanket  policy as deemed  necessary  by the Company in  accordance  with
prudent  servicing  practices.  Any amounts collected by the Company under any
such policy  relating to a Mortgage  Loan shall be deposited in the  Custodial
Account  subject to  withdrawal  pursuant  to Section  4.05.  Such  policy may
contain a deductible  clause, in which case, in the event that there shall not
have been  maintained  on the related  Mortgaged  Property a policy  complying
with  Section  4.10,  and there  shall have been a loss which  would have been
covered by such policy,  the Company shall deposit in the Custodial Account at
the time of such loss the  amount  not  otherwise  payable  under the  blanket
policy  because of such  deductible  clause,  such amount to be deposited from
the  Company's  funds,  without  reimbursement  therefor.  Upon request of any
Purchaser,  the  Company  shall  cause to be  delivered  to such  Purchaser  a
certified  true  copy  of  such  policy  and  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 such Purchaser.

Section 4.12      Maintenance  of  Fidelity  Bond  and  Errors  and  Omissions
                  Insurance.

      The  Company  shall  maintain  with  responsible  companies,  at its own
expense,  a  blanket  Fidelity  Bond and an  Errors  and  Omissions  Insurance
Policy,  with broad  coverage  on all  officers,  employees  or other  persons
acting  in any  capacity  requiring  such  persons  to  handle  funds,  money,
documents or papers  relating to the  Mortgage  Loans  ("Company  Employees").
Any such Fidelity Bond and Errors and Omissions  Insurance  Policy 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  Company  Employees.  Such
Fidelity  Bond and Errors and  Omissions  Insurance  Policy also shall protect
and  insure the  Company  against  losses in  connection  with 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 such Fidelity Bond and Errors and Omissions  Insurance  Policy 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  acceptable  to  the  Agencies.  Upon  the  request  of  any
Purchaser,  the  Company  shall  cause to be  delivered  to such  Purchaser  a
certificate  of insurance for such  fidelity  bond and insurance  policy and a
statement  from  the  surety  and the  insurer  that  such  fidelity  bond and
insurance  policy  shall in no  event be  terminated  or  materially  modified
without thirty (30) days' prior written notice to the Purchaser.


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Section 4.13      Inspections.

      If any  Mortgage  Loan is more  than  sixty  (60) days  delinquent,  the
Company  immediately  shall inspect the  Mortgaged  Property and shall conduct
subsequent  inspections in accordance with Accepted Servicing  Practices or as
may be required by the primary mortgage  guaranty  insurer.  The Company shall
keep a written report of each such inspection.

Section 4.14      Restoration of Mortgaged Property.

      The  Company  need not obtain the  approval  of the  Purchaser  prior to
releasing any Insurance Proceeds or Condemnation  Proceeds to the Mortgagor to
be applied to the  restoration  or repair of the  Mortgaged  Property  if such
release  is in  accordance  with  Accepted  Servicing  Practices.  For  claims
greater  than  $15,000,  at a  minimum  the  Company  shall  comply  with  the
following  conditions  in  connection  with  any  such  release  of  Insurance
Proceeds or Condemnation Proceeds:

      (i)   the Company shall receive satisfactory  independent  verification of
            completion  of repairs and issuance of any required  approvals  with
            respect thereto;

      (ii)  the Company shall take all steps  necessary to preserve the priority
            of the lien of the Mortgage, including, but not limited to requiring
            waivers with respect to mechanics' and materialmen's liens;

      (iii) the Company  shall verify that the Mortgage  Loan is not in default;
            and

      (iv)  pending  repairs  or  restoration,   the  Company  shall  place  the
            Insurance Proceeds or Condemnation Proceeds in the Escrow Account.

      If the  Purchaser is named as an additional  loss payee,  the Company is
hereby  empowered  to endorse any loss draft issued in respect of such a claim
in the name of the Purchaser.

Section 4.15      Claims.

      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  PMI  Policy,  MIC  or  LGC  in a  timely  fashion  and in
accordance with the terms of the applicable policy or Agency requirements,  in
this  regard,  to take such action as shall be  necessary  to permit  recovery
respecting a defaulted  Mortgage  Loan.  Pursuant to Section 4.04, any amounts
collected  by the  Company  under  any  guaranty  shall  be  deposited  in the
Custodial Account, subject to withdrawal pursuant to Section 4.05.


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Section 4.16      Title, Management and Disposition of REO Property.

      In the  event  that  title to any  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 in the  event  the
Purchaser 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 any  attorney  duly  licensed to practice law in the state where
the REO  Property is located.  The Person or Persons  holding such title other
than the Purchaser shall  acknowledge in writing that such title is being held
as nominee for the Purchaser.

      The  Purchaser  shall  have the  option to manage  and  operate  the REO
Property  provided the Purchaser  gives written  notice of its intention to do
so within thirty (30) days after such REO Property is acquired in  foreclosure
or by deed in lieu of  foreclosure.  The  election by the  Purchaser to manage
the REO  Property  shall not  constitute  a  termination  of any rights of the
Company pursuant to Section 11.02.

      In the  event  the  Purchaser  does  not  elect  to  manage  its own REO
property,  the Company  shall manage,  conserve,  protect and operate each REO
Property for the  Purchaser  solely for the purpose of its prompt  disposition
and sale.  The  Company,  either  itself or through an agent  selected  by the
Company, shall manage,  conserve,  protect and operate the 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  attempt  to sell the  same  (and  may  temporarily  rent the same for a
period not greater than one (1) year,  except as otherwise  provided below) on
such terms and  conditions  as the Company deems to be in the best interest of
the Purchaser.

      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 prior to
the close of the third (3rd) calendar year  beginning  after the year in which
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
period longer than three (3) years is permitted  under the foregoing  sentence
and is  necessary  to sell any REO  Property,  (i) the  Company  shall  report
monthly to the  Purchaser  as to the  progress  being made in selling such REO
Property and (ii) if, with the written  consent of the  Purchaser,  a purchase
money  mortgage is taken in connection  with such sale,  such  purchase  money
mortgage  shall  name  the  Company  as  mortgagee,  and such  purchase  money
mortgage shall not be held pursuant to this Agreement.

      The Company  shall also  maintain on each REO  Property  fire and hazard
insurance  with  extended  coverage  in amount  which is at least equal to the
maximum  insurable  value  of  the  improvements  which  are a  part  of  such
property,  liability insurance and, to the extent required and available under
the Flood Disaster Protection Act of 1973, as amended,  flood insurance in the
amount required above.


                                       38
(page)

      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.  The  proceeds  of  sale  of the  REO
Property  shall be promptly  deposited in the  Custodial  Account.  As soon as
practical  thereafter  the expenses of such sale shall be paid and the Company
shall  reimburse  itself  for any  related  unreimbursed  Servicing  Advances,
unpaid  Servicing  Fees and  unreimbursed  advances  made  pursuant to Section
5.03. On the Remittance Date  immediately  following the Principal  Prepayment
Period in which such sale  proceeds are received the net cash proceeds of such
sale remaining in the Custodial Account shall be distributed to the Purchaser.

      The Company shall  withdraw from the Custodial  Account funds  necessary
for the proper  operation  management  and  maintenance  of the REO  Property,
including the cost of  maintaining  any hazard  insurance  pursuant to Section
4.10  and the  fees of any  managing  agent  of the  Company,  or the  Company
itself.  The REO management  fee shall be $1500 per REO Property.  The Company
shall make monthly  distributions  on each Remittance Date to the Purchaser of
the net cash flow from the REO Property  (which shall equal the revenues  from
such REO Property  net of the  expenses  described in this Section 4.16 and of
any  reserves  reasonably  required  from  time to time  to be  maintained  to
satisfy anticipated liabilities for such expenses).

Section 4.17      Real Estate Owned Reports.

      Together with the  statement  furnished  pursuant to Section  5.02,  the
Company shall furnish to the Purchaser on or before the  Remittance  Date each
month a statement  with respect to any REO Property  covering the operation of
such  REO  Property  for the  previous  month  and the  Company's  efforts  in
connection  with the  sale of such REO  Property  and any  rental  of such REO
Property  incidental  to  the  sale  thereof  for  the  previous  month.  That
statement  shall be  accompanied  by such other  information  available to the
Company as the Purchaser shall reasonably request.

Section 4.18      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.

Section 4.19      Reports  of  Foreclosures   and  Abandonments  of  Mortgaged
                  Property.

      Following  the   foreclosure   sale  or  abandonment  of  any  Mortgaged
Property,  the  Company  shall  report  such  foreclosure  or  abandonment  as
required  pursuant  to  Section  6050J of the Code.  The  Company  shall  file
information  reports with respect to the receipt of mortgage interest received
in a trade or business and  information  returns  relating to  cancellation of
indebtedness  income with respect to any Mortgaged Property as required by the
Code.  Such  reports  shall be in form and  substance  sufficient  to meet the
reporting requirements imposed by the Code.

Section 4.20      Application of Buydown Funds.


                                       39
(page)

      With  respect to each  Buydown  Mortgage  Loan,  the Company  shall have
deposited  into the Escrow  Account,  no later than the last day of the month,
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 all Due  Dates in  accordance  with the  terms of the
Buydown  Agreement,  is equal to the full scheduled Monthly Payments which are
required to be paid by the Mortgagor  under the terms of the related  Mortgage
Note (without regard to the related Buydown  Agreement as if the Mortgage Loan
were not  subject  to the terms of the  Buydown  Agreement).  With  respect to
each Buydown  Mortgage Loan,  the Company will  distribute to the Purchaser on
each  Remittance  Date an amount of Buydown  Funds  equal to the amount  that,
when  added to the  amount  required  to be paid on such  date by the  related
Mortgagor,  pursuant to and in accordance with the related Buydown  Agreement,
equals the full Monthly  Payment  that would  otherwise be required to be paid
on such Mortgage Loan by the related  Mortgagor under the terms of the related
Mortgage  Note (as if the Mortgage  Loan were not a Buydown  Mortgage Loan and
without regard to the related Buydown Agreement).

      If the  Mortgagor on a Buydown  Mortgage  Loan defaults on such Mortgage
Loan  during the  Buydown  Period and the  Mortgaged  Property  securing  such
Buydown  Mortgage  Loan is  sold in the  liquidation  thereof  (either  by the
Company  or the  insurer  under any  related  Primary  Insurance  Policy)  the
Company  shall,   on  the  Remittance  Date  following  the  date  upon  which
Liquidation  Proceeds or REO Disposition proceeds are received with respect to
any such Buydown  Mortgage  Loan,  distribute  to the  Purchaser all remaining
Buydown  Funds for such Mortgage  Loan then  remaining in the Escrow  Account.
Pursuant to the terms of each Buydown  Agreement,  any amounts  distributed to
the  Purchaser in accordance  with the  preceding  sentence will be applied to
reduce the  outstanding  principal  balance of the  related  Buydown  Mortgage
Loan.  If a Mortgagor on a Buydown  Mortgage  Loan prepays such  Mortgage Loan
in its  entirety  during the related  Buydown  Period,  the  Company  shall be
required to withdraw from the Escrow  Account any Buydown  Funds  remaining in
the Escrow  Account with respect to such Buydown  Mortgage  Loan in accordance
with the related Buydown Agreement.  If a principal  prepayment by a Mortgagor
on a Buydown  Mortgage Loan during the related Buydown  Period,  together with
any  Buydown  Funds  then  remaining  in the  Escrow  Account  related to such
Buydown  Mortgage Loan,  would result in a principal  prepayment of the entire
unpaid  principal  balance of the Buydown  Mortgage  Loan,  the Company  shall
distribute  to the  Purchaser on the  Remittance  Date  occurring in the month
immediately  succeeding  the  month  in which  such  Principal  Prepayment  is
received,  all Buydown Funds related to such Mortgage Loan so remaining in the
Escrow  Account,  together with any amounts  required to be deposited into the
Custodial Account.

Section 4.21      Notification of Adjustments.

      With respect to each  adjustable  rate Mortgage  Loan, the Company shall
adjust  the  Mortgage  Interest  Rate  on  the  related   Adjustment  Date  in
compliance with the  requirements  of applicable law and the related  Mortgage
and  Mortgage  Note.  The  Company  shall  execute  and  deliver  any  and all
necessary  notices  required under applicable law and the terms of the related
Mortgage Note and Mortgage  regarding the Mortgage  Interest Rate adjustments.
Upon the  discovery by the Company or the receipt of notice from the Purchaser
that the Company has failed to adjust a Mortgage  Interest  Rate in accordance
with the terms of the related  Mortgage  Note,  the Company shall  immediately
deposit  in the  Custodial  Account  from  its own  funds  the  amount  of any
interest loss or deferral caused the Purchaser thereby.


                                       40
(page)

Section 4.22      Confidentiality/Protection of Customer Information.

      The Company shall keep  confidential and shall not divulge to any party,
without  the  Purchaser's  prior  written  consent,  the  price  paid  by  the
Purchaser for the Mortgage  Loans,  except to the extent that it is reasonable
and  necessary  for  the  Company  to do so in  working  with  legal  counsel,
auditors,  taxing  authorities  or other  governmental  agencies.  Each  party
agrees  that  it  shall  comply  with  all  applicable  laws  and  regulations
regarding the privacy or security of Customer  Information  and shall maintain
appropriate  administrative,  technical and physical safeguards to protect the
security,  confidentiality  and integrity of Customer  Information,  including
maintaining   security  measures  designed  to  meet  the  objectives  of  the
Interagency  Guidelines   Establishing  Standards  for  Safeguarding  Customer
Information,  66 Fed. Reg. 8616 (the "Interagency  Guidelines").  For purposes
of this  Section,  the term  "Customer  Information"  shall  have the  meaning
assigned to it in the Interagency Guidelines.

Section 4.23      Prepayment Penalty Waivers.

      To the extent  consistent with the terms of this Agreement,  the Company
may waive (or permit a subservicer  to waive) a prepayment  penalty only under
the  following  circumstances:  (i) such waiver is standard  and  customary in
servicing  similar Mortgage Loans and (ii) such waiver 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 penalty and the related Mortgage Loan.

Section 4.24      Use of Subservicers and Subcontractors.

      The Company  shall not hire or  otherwise  utilize  the  services of any
Subservicer  to  fulfill  any of the  obligations  of the  Company  under this
Agreement or any  Reconstitution  Agreement  unless the Company  complies with
the  provisions of paragraph  (a) of this Section 4.24.  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  under this
Agreement or any  Reconstitution  Agreement  unless the Company  complies with
the provisions of paragraph (b) of this Section 4.24.

      (a)   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 4.24
      and  with  Sections  6.04,   6.06,   6.07,   9.01(d)(iii),   9.01(d)(v),
      9.01(d)(vi),  9.01(d)(vii).  9.01(d)(viii) and 9.01(e) 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   9.01(d)(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  6.04  and  any
      assessment of  compliance  and  attestation  required to be delivered by
      such Subservicer  under Section 6.06 and any  certification  required to
      be  delivered  to the Person  that will be  responsible  for signing the
      Sarbanes  Certification  under  Section 6.06 as and when  required to be
      delivered.


                                       41
(page)

      (b)   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  Subcontractor.  The Company 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  satisfactory to the Purchaser,  such
      Master  Servicer  and such  Depositor)  of the role and function of each
      Subcontractor  utilized  by the Company 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.

      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 6.06,  6.07 and 9.01(e) 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 other  certifications  required to be  delivered by such
Subcontractor  under  Section  6.06,  in each case as and when  required to be
delivered.

                                  ARTICLE V

                            PAYMENTS TO PURCHASER

Section 5.01      Remittances.

      On each  Remittance  Date the Company  shall  remit by wire  transfer of
immediately  available funds to the Purchaser (a) all amounts deposited in the
Custodial Account as of the close of business on the  Determination  Date (net
of charges  against or  withdrawals  from the  Custodial  Account  pursuant to
Section  4.05),  plus (b) all amounts,  if any, which the Company is obligated
to distribute pursuant to Section 5.03, minus (c) any amounts  attributable to
Principal  Prepayments  received  after the  applicable  Principal  Prepayment
Period  which  amounts  shall be remitted on the  following  Remittance  Date,
together  with  any  additional  interest  required  to be  deposited  in  the
Custodial  Account in connection with such Principal  Prepayment in accordance
with  Section  4.04(viii);  minus  (d) any  amounts  attributable  to  Monthly
Payments  collected  but due on a Due Date or Dates  subsequent  to the  first
(1st)  day of the month of the  Remittance  Date,  and  minus (e) any  amounts
attributable  to Buydown  Funds  being held in the  Custodial  Account,  which
amounts  shall be  remitted on the  Remittance  Date next  succeeding  the Due
Period for such amounts.


                                       42
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      With respect to any remittance  received by the Purchaser after the date
on which  such  payment  was  due,  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 two percentage points, but in no
event  greater than the maximum  amount  permitted  by  applicable  law.  Such
interest  shall be distributed  with such late  remittance by wire transfer to
the  Purchaser  and shall cover the period  commencing  with the day following
such  Remittance  Date and ending with the  Business Day on which such payment
is made,  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.

Section 5.02      Statements to Purchaser.

      Not later than the  Remittance  Date,  the Company  shall furnish to the
Purchaser  a monthly  remittance  advice in the  standard  form of  electronic
Alltel(R) file, as to the period ending on the last day of the preceding month.

Section 5.03      Monthly Advances by Company.

      On the Business Day  immediately  preceding  each  Remittance  Date, the
Company  shall  deposit in the  Custodial  Account  from its own funds or from
amounts held for future  distribution an amount equal to all Monthly  Payments
(with interest  adjusted to the Mortgage Loan Remittance  Rate) which were due
on the  Mortgage  Loans  during  the  applicable  Due  Period  and which  were
delinquent   at  the  close  of   business   on  the   immediately   preceding
Determination  Date or which  were  deferred  pursuant  to Section  4.01.  Any
amounts  held for future  distribution  and so used shall be  replaced  by the
Company  by  deposit  in  the  Custodial  Account  on  or  before  any  future
Remittance  Date if funds in the  Custodial  Account on such  Remittance  Date
shall be less  than  payments  to the  Purchaser  required  to be made on such
Remittance  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 earlier of: (i)
the last Remittance Date prior to the Remittance Date for the  distribution of
all  Liquidation   Proceeds  and  other  payments  or  recoveries   (including
Insurance  Proceeds and  Condemnation  Proceeds)  with respect to the Mortgage
Loan;  and (ii) the  Remittance  Date prior to the date the  Mortgage  Loan is
converted to REO Property,  provided however,  that if requested in connection
with a  securitization,  the Company  shall be obligated to make such advances
through  the  Remittance  Date prior to the date on which cash is  received in
connection with the liquidation of REO Property;  provided, however, that such
obligation  shall  cease if the  Company  determines,  in its sole  reasonable
opinion,  that advances with respect to such Mortgage Loan are non-recoverable
by the Company from Liquidation  Proceeds,  Insurance  Proceeds,  Condemnation
Proceeds,  or otherwise  with respect to a particular  Mortgage  Loan.  In the
event that the Company determines that any such advances are  non-recoverable,
the Company  shall  provide the  Purchaser  with a  certificate  signed by two
officers of the Company evidencing such  determination.  The Company shall not
have an  obligation to advance  amounts in respect to  shortfalls  relating to
the Servicemembers Civil Relief Act or similar state and local laws.

                                  ARTICLE VI


                                       43
(page)

                         GENERAL SERVICING PROCEDURES

Section 6.01      Transfers of Mortgaged Property.

      The  Company  shall use its best  efforts to enforce  any  "due-on-sale"
provision  contained in any Mortgage or Mortgage  Note and to deny  assumption
by the person to whom the  Mortgaged  Property has been or is about to be sold
whether by absolute  conveyance or by contract of sale, and whether or not the
Mortgagor  remains  liable on the  Mortgage and the  Mortgage  Note.  When the
Mortgaged  Property has been conveyed by the Mortgagor,  the Company shall, to
the  extent  it has  knowledge  of such  conveyance,  exercise  its  rights to
accelerate the maturity of such Mortgage Loan under the  "due-on-sale"  clause
applicable  thereto,  provided,  however,  that the Company shall not exercise
such  rights if  prohibited  by law from doing so or if the  exercise  of such
rights would  impair or threaten to impair any recovery  under the related PMI
Policy, MIC or LGC.

      If the Company reasonably  believes it is unable under applicable law to
enforce  such  "due-on-sale"  clause,  the  Company  shall  enter  into (i) an
assumption  and  modification  agreement with the person to whom such property
has been  conveyed,  pursuant to which such person  becomes  liable  under the
Mortgage Note and the original  Mortgagor  remains  liable  thereon or (ii) in
the event the  Company is unable  under  applicable  law to  require  that the
original  Mortgagor  remain liable under the Mortgage Note and the Company has
the prior consent of the primary mortgage guaranty insurer,  a substitution of
liability  agreement with the purchaser of the Mortgaged  Property pursuant to
which the original  Mortgagor is released from  liability and the purchaser of
the Mortgaged  Property is  substituted  as Mortgagor and becomes liable under
the  Mortgage  Note.  If an  assumption  fee is  collected  by the Company for
entering into an assumption  agreement the fee will be retained by the Company
as  additional   servicing   compensation.   In   connection   with  any  such
assumption,  neither the Mortgage  Interest Rate borne by the related Mortgage
Note, the term of the Mortgage Loan, the outstanding  principal  amount of the
Mortgage  Loan  nor  any  other  material  terms  shall  be  changed   without
Purchaser's consent.

      To the extent that any Mortgage  Loan is  assumable,  the Company  shall
inquire diligently into the credit worthiness of the proposed transferee,  and
shall use the  underwriting  criteria for approving the credit of the proposed
transferee  which are used with respect to underwriting  mortgage loans of the
same type as the  Mortgage  Loan.  If the credit  worthiness  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.

Section 6.02      Satisfaction of Mortgages and Release of Mortgage Files.

      Upon the payment in full of any Mortgage  Loan, the Company shall notify
the  Purchaser in the Monthly  Remittance  Advice as provided in Section 5.02,
and may request the release of any Mortgage Loan Documents.


                                       44
(page)

      If the Company  satisfies  or releases a Mortgage  without  first having
obtained  payment in full of the  indebtedness  secured by the Mortgage (other
than as a result of a modification of the Mortgage  pursuant to the terms this
Agreement or  liquidation of the Mortgaged  Property  pursuant to the terms of
this  Agreement)  or should the  Company  otherwise  prejudice  any rights the
Purchaser may have under the mortgage instruments,  upon written demand of the
Purchaser,  the Company  shall  repurchase  the related  Mortgage  Loan at the
Repurchase  Price by deposit  thereof in the Custodial  Account within two (2)
Business  Days of receipt of such demand by the  Purchaser.  The Company shall
maintain  the  Fidelity  Bond and Errors  and  Omissions  Insurance  Policy as
provided  for in Section  4.12  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.

Section 6.03      Servicing Compensation.

      As  compensation  for its  services  hereunder,  the  Company  shall  be
entitled to withdraw  from the  Custodial  Account or to retain from  interest
payments  on  the  Mortgage  Loans  the  amount  of  its  Servicing  Fee.  The
Servicing  Fee shall be payable  monthly and shall be computed on the basis of
the same  unpaid  principal  balance and for the period  respecting  which any
related  interest  payment on a Mortgage Loan is received.  The  obligation of
the  Purchaser  to pay the  Servicing  Fee is limited to, and  payable  solely
from, the interest portion of such Monthly  Payments.  The Servicing Fee shall
not be reduced by the amount of any guaranty fee payable to FHA or VA.

      Additional  servicing  compensation  in the form of assumption  fees, to
the extent  provided  in  Section  6.01,  and late  payment  charges  shall be
retained by the  Company to the extent not  required  to be  deposited  in the
Custodial  Account.  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  thereof  except  as  specifically
provided for herein.

Section 6.04      Annual Statement as to Compliance.

      On or before March 1st of each calendar  year,  commencing in 2007,  the
Company shall deliver to the Purchaser,  any Master Servicer and any Depositor
a statement of compliance  addressed to the  Purchaser,  such Master  Servicer
and such Depositor and signed by an authorized officer of the Company,  to the
effect that (a) 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 (b) 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.

Section 6.05      Annual Independent Public Accountants' Servicing Report.


                                       45
(page)

      Except  with  respect to any  Mortgage  Loans that are the  subject of a
Securitization  Transaction,  on or before  March 1st of each  calendar  year,
commencing  in  2007,  the  Company,  at its  expense,  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 each Purchaser to the
effect that such firm has examined  certain  documents and records relating to
the  servicing of the mortgage  loans  similar in nature and that such firm is
of the opinion that the  provisions  of this or similar  Agreements  have been
complied  with,  and  that,  on  the  basis  of  such  examination   conducted
substantially  in compliance with the Uniform Single  Attestation  Program for
Mortgage  Bankers,  nothing has come to their  attention  which would indicate
that such  servicing has not been  conducted in compliance  therewith,  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.  By providing
Purchaser a copy of a Uniform  Single  Attestation  Program  Report from their
independent  public  accountant's  on  an  annual  basis,   Company  shall  be
considered to have fulfilled its obligations under this Section 6.05.

Section 6.06      Report on Assessment of Compliance and Attestation.

      With  respect  to  any  Mortgage   Loans  that  are  the  subject  of  a
Securitization  Transaction,  on or before  March 1st of each  calendar  year,
commencing in 2007, the Company shall:

      (i)   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,
            any  Master   Servicer  and  such   Depositor  and  signed  by  an
            authorized  officer of the Company and shall  address  each of the
            "Applicable  Servicing Criteria" specified on Exhibit E hereto (or
            those  Servicing  Criteria  otherwise  mutually  agreed  to by the
            Purchaser,  the Company  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);

      (ii)  deliver to the Purchaser,  any Master Servicer and any Depositor a
            report  of  a  registered   public   accounting   firm  reasonably
            acceptable  to  the  Purchaser,   any  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;

      (iii) cause each Subservicer and each  Subcontractor,  determined by the
            Company  pursuant to Section  425(b) to be  "participating  in the
            servicing  function" within the meaning of Item 1122 of Regulation
            AB, to deliver to the Purchaser  and such  Depositor an assessment
            of compliance  and  accountants'  attestation as and when provided
            in this Section 6.06; and


                                       46
(page)

      (iv)  deliver,   and  cause  each  Subservicer  and  each  Subcontractor
            described in clause (iii) to deliver to the Purchaser,  any 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 F.

      The  Company  acknowledges  that the parties  identified  in clause (iv)
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.  Neither the Purchaser nor any Depositor will request  delivery of
a  certification  under clause (iv) above unless a Depositor is required under
the  Exchange  Act to file an annual  report on Form 10-K with  respect  to an
issuing entity whose asset pool includes Mortgage Loans.

      Each  assessment  of compliance  provided by a  Subservicer  pursuant to
Section  6.06(i)  shall  address  each  of the  Servicing  Criteria  specified
substantially  in the form of Exhibit E hereto  delivered to the  Purchaser at
the time of any  Securitization  Transaction  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
6.06(iii)  need not address any elements of the Servicing  Criteria other than
those specified by the Company pursuant to Section 4.24.

Section 6.07      Remedies.

      (i)   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 Article IX,
Section 4.24,  Section 6.04 or Section 6.06, or any breach by the Company of a
representation  or  warranty  set  forth in  Section  9.01(d)(iv)(A),  or in a
writing  furnished  pursuant to Section  9.01(d)(iv)(B)  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  9.01(d)(iv)(B)  to the extent made as of a date subsequent to such
closing date,  shall,  except as provided in sub-clause  (ii) of this Section,
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  than  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.


                                       47
(page)

      (ii)  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 6.04 or Section 6.06,  including any failure by
the  Company to  identify  any  Subcontract  "participating  in the  servicing
function"  within the meaning of Item 1122 of Regulation  AB, which  continues
unremedied   for  ten  (10)  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
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 Section  6.07(ii)
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.

      (iii) The  Company  shall  promptly  reimburse  the  Purchaser  (or  any
designee  of the  Purchaser),  any  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.

Section 6.08      Right to Examine Company Records.

      The  Purchaser,  or its  designee,  shall have the right to examine  and
audit any and all of the books,  records, or other information of the Company,
whether  held by the Company or by another on its behalf,  with  respect to or
concerning this Agreement or the Mortgage  Loans,  during business hours or at
such other times as may be reasonable  under  applicable  circumstances,  upon
reasonable  advance  notice.  The Purchaser  shall pay its own travel expenses
associated with such examination.

Section 6.09 Compliance with REMIC.

      Notwithstanding  anything in this Agreement to the contrary, the Company
(a) shall not permit any  modification  with respect to any Mortgage Loan that
would  change  the  Mortgage  Interest  Rate and (b)  shall  not  (unless  the
Mortgagor is in default with respect to the 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 any Mortgage Loan that would
both effect an exchange or  reissuance  of such  Mortgage  Loan under  Section
1001 of the Code (or Treasury regulations promulgated thereunder).


                                       48
(page)

      Prior to taking any action with respect to the  Mortgage  Loans which is
not  contemplated  under the terms of this Agreement,  the Company will obtain
an Opinion of Counsel  reasonably  acceptable to the Securities  Administrator
with a copy to the Trustee  with  respect to whether  such action could result
in the  imposition of a tax upon the 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  action or cause the Trust  Fund to take any such  action 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 the REMIC.  The Company  shall not
enter  into any  arrangement  by which the REMIC  will  receive a fee or other
compensation  for  services  nor permit the 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."

                                 ARTICLE VII

                             COMPANY TO COOPERATE

Section 7.01      Provision of Information.

      During the term of this  Agreement,  the  Company  shall  furnish to the
Purchaser such periodic, special, or other reports or information,  and copies
or  originals  of any  documents  contained  in the  Servicing  File  for each
Mortgage Loan provided for herein.  All other special  reports or  information
not  provided for herein as shall be  necessary,  reasonable,  or  appropriate
with  respect to the  Purchaser or any  regulatory  agency will be provided at
the Purchaser's expense.  All such reports,  documents or information shall be
provided by and in accordance with all reasonable  instructions and directions
which the Purchaser may give.

      The Company shall execute and deliver all such  instruments and take all
such action as the  Purchaser  may  reasonably  request from time to time,  in
order to effectuate the purposes and to carry out the terms of this Agreement.

Section 7.02      Financial Statements; Servicing Facility.

      In connection with marketing the Mortgage Loans,  the Purchaser may make
available to a prospective  Purchaser a  Consolidated  Statement of Operations
of the Company for the most recently  completed two (2) fiscal years for which
such a  statement  is  available,  as  well  as a  Consolidated  Statement  of
Condition  at the  end of the  last  two  (2)  fiscal  years  covered  by such
Consolidated  Statement of  Operations.  The Company also shall make available
any comparable  interim statements to the extent any such statements have been
prepared by or on behalf of the Company  (and are  available  upon  request to
members or stockholders of the Company or to the public at large).


                                       49
(page)

      The  Company  also shall make  available  to  Purchaser  or  prospective
Purchaser a knowledgeable  financial or accounting  officer for the purpose of
answering questions  respecting recent  developments  affecting the Company or
the  financial  statements  of the  Company,  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 COMPANY

Section 8.01      Indemnification; Third Party Claims.

      The Company shall  indemnify the Purchaser and hold it harmless  against
any  and  all  claims,  losses,  damages,   penalties,   fines,   forfeitures,
reasonable  and necessary  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 perform  its duties and service the
Mortgage  Loans in strict  compliance  with the terms of this  Agreement.  The
Company  immediately  shall notify the Purchaser if a claim is made by a third
party with respect to this Agreement or the Mortgage  Loans,  assume (with the
prior written  consent of the Purchaser) 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 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  promptly shall  reimburse the Company for all
amounts  advanced  by it pursuant to the  preceding  sentence  except when the
claim is in any way  related  to the  Company's  indemnification  pursuant  to
Section  3.03,  or the failure of the Company to service  and  administer  the
Mortgage Loans in strict compliance with the terms of this Agreement.

Section 8.02      Merger or Consolidation of the Company.

      The  Company  shall  keep in  full  effect  its  existence,  rights  and
franchises and shall obtain and preserve its  qualification  to do business 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,  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 which
is a HUD/VA-approved company in good standing.  Furthermore,  in the event the
Company  transfers or otherwise  disposes of all or  substantially  all of its
assets to an  affiliate  of the  Company,  such  affiliate  shall  satisfy the
condition  above,  and shall also be fully liable to the  Purchaser for all of
the Company's obligations and liabilities hereunder.


                                       50
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Section 8.03      Limitation on Liability of Company and Others.

      Neither the Company nor any of the  directors,  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,  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 other  liability  which  would  otherwise  be
imposed  under  this  Agreement.  The  Company  and  any  director,   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 any Person 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  opinion  may  involve  it in  any  expense  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 Company shall be entitled to  reimbursement  from the Purchaser of
the reasonable legal expenses and costs of such action.

Section 8.04      Limitation on Resignation and Assignment by Company.

      The  Purchaser  has  entered  into this  Agreement  with the Company and
subsequent  purchaser  will  purchase the Mortgage  Loans in reliance upon the
independent status of the Company,  and the representations as to the adequacy
of its servicing facilities,  plant,  personnel,  records and procedures,  its
integrity,  reputation and financial  standing,  and the continuance  thereof.
Therefore,  the Company shall neither  assign this  Agreement or the servicing
rights  hereunder  or sell or  otherwise  dispose  of all of its  property  or
assets  without the prior  written  consent of the  Purchaser,  which  consent
shall not be unreasonably withheld.

      The Company  shall not 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 12.01.


                                       51
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      Without in any way limiting the  generality of this Section 8.04, in the
event that the Company  either  shall assign this  Agreement or the  servicing
responsibilities   hereunder   or  sell  or   otherwise   dispose  of  all  or
substantially  all of its  property  or  assets,  without  the  prior  written
consent  of the  Purchaser,  then  the  Purchaser  shall  have  the  right  to
terminate  this  Agreement  upon notice  given as set forth in Section  10.01,
without  any  payment of any  penalty or damages  and  without  any  liability
whatsoever to the Company or any third party.

                                  ARTICLE IX

                          SECURITIZATION TRANSACTION

Section 9.01      Securitization Transactions; Whole Loan Transfers and
                  Agency Transfers

      The  Purchaser and the Company agree that with respect to some or all of
the Mortgage Loans, the Purchaser,  at its sole option,  may effect Whole Loan
Transfers, Agency Sales or Securitization Transactions,  retaining the Company
as the servicer  thereof or subservicer if a master  servicer is employed,  or
as applicable the  "seller/servicer." On the Reconstitution Date, the Mortgage
Loans  transferred  may  cease  to be  covered  by this  Agreement;  provided,
however,  that,  in the event that any Mortgage Loan  transferred  pursuant to
this Section 9.01 is rejected by the  transferee,  the Company shall  continue
to  service  such  rejected  Mortgage  Loan  on  behalf  of the  Purchaser  in
accordance with the terms and provisions of this Agreement.

The Company shall  cooperate with the Purchaser in connection  with each Whole
Loan Transfer,  Agency Sale or  Securitization  Transaction in accordance with
this Section 9.01.  In connection therewith:

      (a)   the Company shall make all  representations  and  warranties  with
            respect  to the  Mortgage  Loans as of the  Closing  Date and with
            respect  to the  Company  itself  as of the  closing  date of each
            Whole Loan Transfer, Agency Sale or Securitization Transaction;

      (b)   the  Company  shall  negotiate  in  good  faith  and  execute  any
            seller/servicer  agreements  or pooling and  servicing  agreements
            required to  effectuate  the foregoing  provided  such  agreements
            create no greater  obligation  or cost on the part of the  Company
            than otherwise set forth in this Agreement;

      (c)   the  Company  shall  provide  such   additional   representations,
            warranties,  covenants,  opinions of counsel,  or  certificates of
            officers of the Company as are  reasonably  believed  necessary by
            the trustee,  any Rating Agency or the Purchaser,  as the case may
            be, in connection with such Whole Loan Transfers,  Agency Sales or
            Securitization  Transactions.  The  Purchaser  shall pay all third
            party costs  associated with the preparation of such  information.
            The Company shall execute any seller/servicer  agreements required
            within  a  reasonable   period  of  time  after  receipt  of  such
            seller/servicer  agreements which time shall be sufficient for the
            Company  and  Company's  counsel  to review  such  seller/servicer
            agreements.  Under this  Agreement,  the  Company  shall  retain a
            Servicing Fee for each Mortgage Loan at the Servicing Fee Rate;


                                       52
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      (d)   in connection  with any  Securitization  Transaction,  the Company
            shall (1) within five (5) Business Days  following  request by the
            Purchaser  or any  Depositor,  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) (vii) and (viii) of this subsection (d), 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 subsection (d).

            (i)   if so  requested  by the  Purchaser  or any  Depositor,  the
                  Company  shall  provide such  information  regarding (1) the
                  Company,  as originator of the Mortgage Loans  (including as
                  an   acquirer   of   Mortgage   Loans   from   a   Qualified
                  Correspondent),  or (2) each Third-Party Originator, and (3)
                  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,  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)
                        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 a  Securitization
                        Transaction:


                                       53
(page)

                        (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 (1) the Company,
                  if  the  Company  is  an   originator   of  Mortgage   Loans
                  (including   as  an  acquirer  of  Mortgage   Loans  from  a
                  Qualified   Correspondent),   and/or  (2)  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.


                                       54
(page)

                  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:


                                       55
(page)

                         (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  (3)  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 (3) 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  (3)  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 (3) 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;


                                       56
(page)

                  (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;

                  (I)    a description of any material  legal or  governmental
                        proceedings  pending  (or  known  to be  contemplated)
                        against the Servicer; and

                  (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) (1) provide
                  prompt notice to the Purchaser,  any Master Servicer and any
                  Depositor  in  writing  of (A) any  material  litigation  or
                  governmental   proceedings   involving   the  Company,   any
                  Subservicer  or  any  Third-Party  Originator  and  (B)  any
                  affiliations  or  relationships  that develop  following the
                  closing  date of a  Securitization  Transaction  between the
                  Company,  any Subservicer or any Third-Party  Originator and
                  any of the parties specified in Section  9.01(d)(i)(D)  (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  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 (2) provide to the  Purchaser
                  and  any  Depositor  a  description  of  such   proceedings,
                  affiliations or relationships.


                                       57
(page)

            All notification pursuant to this Section 9.01(e)(iv),  other than
            those pursuant to Section 9.01(e)(iv)(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  9.01(e)(iv)(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


                                       58
(page)

                        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 fifteen (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 is
                  reporting  obligation  under  Item  6.02  of Form  8-K  with
                  respect to any class of asset-backed securities.

            (vi)  (A)   The  Company  shall  be  deemed  to  represent  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 this  Section  9.01(d)  that,
                        except as disclosed in writing to the Purchaser,  such
                        Master  Servicer or such Depositor prior to such date:
                        (1) 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;   (2)  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;  (3)  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;  (4) 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 (3) year period
                        immediately   preceding  the  related   Securitization
                        Transaction;   (5)  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;  (6) 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  (7)  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.


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                  (B)   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  this
                        Section  9.01(d),  the Company shall,  within five (5)
                        Business  Days  following  such  request,  confirm  in
                        writing  the  accuracy  of  the   representations  and
                        warranties  set forth in sub  clause  (A) above 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.

            (vii) 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 (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 Company or any  Subservicer,  the Company or
                  such  Subservicer,  as applicable,  shall, 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 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):

                  (i)   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);

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

                  (iii) 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).


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           (viii) The  Company  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 Company
                  or any  Subservicer  or the  Company  or such  Subservicer's
                  performance hereunder.

      (e)   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 in written or electronic  form under Sections 4.24,
                  6.04,  6.06,  or 9.01 by or on  behalf  of the  Company,  or
                  provided under Sections 4.24,  6.04,  6.06, or 9.01 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 Sections
                  4.24, 6.04, 6.06, 6.07 or 9.01,  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  Sections  4.24,  6.04,
                  6.06 or  9.01,  including  any  failure  by the  Company  to
                  identify  pursuant to Sections 4.24,  6.04, 6.06 or 9.01 any
                  Subcontractor  "participating  in  the  servicing  function"
                  within the meaning of Item 1122 of Regulation AB;


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            (iii) any breach by the  Company of a  representation  or warranty
                  set  forth  in  Section   9.01(d)(iv)(A)  or  in  a  writing
                  furnished pursuant to Section  9.01(d)(iv)(B) 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  9.01(d)(iv)(B) 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 Sections
                  4.24, 6.04, 6.06, 6.07 or 9.01.

            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 in sub-clause
            (ii)  of  this  Section   9.01(e),   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.

      (f)   the  Purchaser  and  a  credit-worthy  parent  of  the  Purchaser,
            reasonably   acceptable  to  the  Company,   shall  indemnify  the
            Company,  each affiliate of the Company,  each Person who controls
            any of such parties or the Company  (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 of the Company,  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:


                                      62
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            (i)   any  untrue  statement  of  a  material  fact  contained  or
                  alleged to be contained in any  offering  materials  related
                  to   a   Securitization   Transaction,   including   without
                  limitation   the   registration    statement,    prospectus,
                  prospectus  supplement,  any private  placement  memorandum,
                  any offering circular, any computational  materials, and any
                  amendments or  supplements  to the foregoing  (collectively,
                  the "Securitization Materials")
                  or
            (ii)  the   omission   or  alleged   omission   to  state  in  the
                  Securitization  Materials  a material  fact  required  to be
                  stated  in the  Securitization  Materials  or  necessary  in
                  order to make the  statements  therein,  in the light of the
                  circumstances under which they were made, not misleading,

            but only to the  extent  that such  untrue  statement  or  alleged
            untrue  statement or omission or alleged  omission is other than a
            statement or omission  arising out of,  resulting  from,  or based
            upon the Company Information.

            This  indemnification   shall  survive  the  termination  of  this
            Agreement or the termination of any party to this Agreement

      The Purchaser and the Company  acknowledge and agree that the purpose of
Sections 4.24,  6.04,  6.06, 6.07 and 9.01 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 and any Master  Servicer 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,  the
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 or any Depositor to be
necessary in order to effect such compliance.


                                      63
(page)

      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.

      In the event the  Purchaser  has elected to have the Company hold record
title to the  Mortgages,  prior to the  Reconstitution  Date the Company shall
prepare  an  Assignment  of  Mortgage  in  blank or to the  trustee  or to the
subsequent  purchaser from the Company acceptable to the trustee or subsequent
purchaser  for each  Mortgage  Loan that is part of the Whole Loan  Transfers,
Agency  Sale or  Securitization  Transactions.  The  Purchaser  shall  pay all
preparation  and  recording  costs  associated  therewith.  The Company  shall
execute each  Assignment,  track such  Assignments  of Mortgage to ensure they
have been  recorded and deliver them as required by the trustee or  subsequent
purchaser  upon the  Company's  receipt  thereof.  Additionally,  the  Company
shall  prepare  and  execute,  at the  direction  of the  Purchaser,  any note
endorsements in connection with any and all seller/servicer agreements.

      Notwithstanding  any provisions of this  Agreement to the contrary,  all
Mortgage  Loans  sold or  transferred  to an  Agency,  shall  be  serviced  in
accordance  with the guidelines of the respective  Agency.  All Mortgage Loans
(i) not sold or transferred pursuant to Whole Loan Transfers,  Agency Sales or
Securitization  Transactions  or (ii)  that are  subject  to a  Securitization
Transaction  for which the related trust is terminated  for any reason,  shall
remain  subject  to this  Agreement  and  shall  continue  to be  serviced  in
accordance  with the terms of this  Agreement  and with  respect  thereto this
Agreement shall remain in full force and effect.

                                  ARTICLE X

                                   DEFAULT

Section 10.01     Events of Default.

      Each of the following  shall  constitute an Event of Default on the part
of the Company:

      (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 five (5) days after the date
            upon which written  notice of such failure,  requiring the same to
            be  remedied,  shall  have  been  given  to  the  Company  by  the
            Purchaser; or

      (ii)  failure by 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 sixty  (60)  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 by the Custodian; or


                                      64
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      (iii) failure by the Company to  maintain  its license to do business in
            any jurisdiction  where the Mortgaged  Property is located if such
            license is required; or

      (iv)  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,  readjustment  of debt,
            including  bankruptcy,  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
            degree or order  shall  have  remained  in force  undischarged  or
            unstayed for a period of sixty (60) days; or

      (v)   the Company shall consent to the  appointment  of a conservator or
            receiver or liquidator in any  insolvency,  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

      (vi)  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,   bankruptcy  or  reorganization
            statute,  make an  assignment  for the  benefit of its  creditors,
            voluntarily  suspend  payment  of its  obligations  or  cease  its
            normal business operations for three (3) Business Days;

      (vii) the  Company  ceases  to  meet  the  qualifications  of an  Agency
            servicer; or

     (viii) the   Company   attempts   to   assign   its   right to  servicing
            compensation   hereunder  or  to  assign  this  Agreement  or  the
            servicing  responsibilities  hereunder  in  violation  of  Section
            8.04; or

      (ix)  an Event of Default as set forth in Section 6.07.

      In each and every  such case,  so long as an Event of Default  shall not
have been remedied,  in addition to whatever  rights the Purchaser may have at
law  or  equity  to  damages,   including   injunctive   relief  and  specific
performance,  the  Purchaser,  by  notice  in  writing  to  the  Company,  may
terminate all the rights and  obligations  of the Company under this Agreement
and in and to the Mortgage Loans and the proceeds thereof.

      Upon receipt by the Company of such written  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  12.01.   Upon  written   request  from  any
Purchaser,  the Company  shall  prepare,  execute and deliver to the successor
entity   designated   by  the  Purchaser  any  and  all  documents  and  other
instruments,  place in such successor's  possession all Mortgage Files, and do
or cause to be done all  other  acts or things  necessary  or  appropriate  to
effect the purposes of such notice of  termination,  including but not limited
to the transfer  and  endorsement  or  assignment  of the  Mortgage  Loans and
related  documents,   at  the  Company's  sole  expense.   The  Company  shall
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.


                                      65
(page)

      If the  Company  is  terminated  pursuant  to this  Section  10.01,  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 incurrent 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.

Section 10.02     Waiver of Defaults.

      By a written notice,  the Purchaser may waive any default by the Company
in the performance of its  obligations  hereunder and its  consequences.  Upon
any 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.

                                  ARTICLE XI

                                 TERMINATION

Section 11.01     Termination.

      This Agreement shall  terminate upon either:  (i) the later of the final
payment or other  liquidation  (or any advance  with  respect  thereto) of the
last Mortgage Loan or the  disposition of any REO Property with respect to the
last Mortgage  Loan and the  remittance  of all funds due  hereunder;  or (ii)
mutual consent of the Company and the Purchaser in writing.

Section 11.02     Termination Without Cause.

      The Purchaser may terminate,  at its sole option, any rights the Company
may have  hereunder,  without  cause as provided in this  Section  11.02.  Any
such notice of  termination  shall be in writing and  delivered to the Company
by registered mail as provided in Section 12.05.

      The Company shall be entitled to receive,  as such  liquidated  damages,
upon the transfer of the  servicing  rights,  an amount equal to: (i) 2.75% of
the aggregate  outstanding  principal  amount of the Mortgage  Loans as of the
termination  date paid by the  Purchaser to the Company with respect to all of
the  Mortgage  Loans  for  which a  servicing  fee rate of  0.250% is paid per
annum,  (ii)  3.25%  of the  aggregate  outstanding  principal  amount  of the
Mortgage  Loans  as of the  termination  date  paid  by the  Purchaser  to the
Company with respect to all of the  Mortgage  Loans for which a servicing  fee
rate  of  .375%  is  paid  per  annum,   and  (iii)  3.75%  of  the  aggregate
outstanding  principal amount of the Mortgage Loans as of the termination date
paid by the  Purchaser  to the  Company  with  respect to all of the  Mortgage
Loans for which a servicing fee rate of 0.44% or more is paid per annum.


                                      66
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                                 ARTICLE XII

                           MISCELLANEOUS PROVISIONS

Section 12.01     Successor to Company.

      Prior to termination of the Company's  responsibilities and duties under
this Agreement  pursuant to Sections  8.04,  10.01,  11.01 (ii) or 11.02,  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
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 it 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 the Company  pursuant to the
aforementioned  sections shall not become effective until a successor shall be
appointed  pursuant to this  Section  12.01 and shall in no event  relieve the
Company of the  representations  and warranties made pursuant to Sections 3.01
and 3.02 and the remedies  available to the  Purchaser  under Section 3.03, it
being  understood and agreed that the provisions of such Sections 3.01,  3.02,
and 3.03 shall be  applicable  to the Company  notwithstanding  any such sale,
assignment,  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,   wherein  the  successor  shall  make  the  representations  and
warranties  set forth in Section  3.01,  except for the portion of  subsection
(h)  relating to sale of the  mortgage  loans and all of  subsections  (j) and
(l) thereof,  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 termination of
this  Agreement  pursuant  to Section  8.04,  10.01,  11.01 or 11.02 shall not
affect any claims that any Purchaser may have against the Company  arising out
of the Company's  actions or failure to act prior to any such  termination  or
resignation.


                                      67
(page)

      The Company shall deliver  promptly to the successor  servicer the funds
in the  Custodial  Account  and  Escrow  Account  and all  Mortgage  Files and
related  documents and  statements  held by it hereunder and the Company shall
account for all funds and shall  execute and deliver such  instruments  and do
such  other  things  as  may   reasonably   be  required  to  more  fully  and
definitively  vest  in  the  successor  all  such  rights,   powers,   duties,
responsibilities, obligations and liabilities of the Company.

      Upon a successor's  acceptance of appointment as such, the Company shall
notify  by mail the  Purchaser  of such  appointment  in  accordance  with the
procedures set forth in Section 12.05.

Section 12.02     Amendment.

      This  Agreement  may be amended  from time to time by written  agreement
signed by the Company and the Purchaser.

Section 12.03     Governing Law.

      This  Agreement  shall be construed in  accordance  with the laws of the
State of New York and the  obligations,  rights and  remedies  of the  parties
hereunder shall be determined in accordance with such laws.

      Each of the Company and the Purchaser hereby knowingly,  voluntarily and
intentionally  waives  any and all  rights  it may  have to a trial by jury in
respect  or  any  litigation  based  on,  or  arising  out  of,  under,  or in
connection  with,  this  Agreement,  or any other  documents  and  instruments
executed in connection herewith, or any course of conduct,  course of dealing,
statements  (whether  oral or  written),  or  actions  of the  Company  or the
Purchaser.  This  provision  is a material  inducement  for the  Purchaser  to
enter into this Agreement

Section 12.04     Duration of Agreement.

      This Agreement  shall continue in existence and effect until  terminated
as herein provided.  This Agreement shall continue  notwithstanding  transfers
of the Mortgage Loans by the Purchaser.

Section 12.05     Notices.

      All demands,  notices and  communications  hereunder shall be in writing
and shall be deemed to have been  duly  given if  personally  delivered  at or
mailed by registered mail, postage prepaid, addressed as follows:

      (i)   if  to  the  Company  with  respect  to  servicing   and  investor
      reporting issues:

            Wells Fargo Bank, N.A.
            1 Home Campus
            Des Moines, IA  50328-0001
            Attention:  John B. Brown, MAC X2401-042
            Fax: 515/213-7121


                                      68
(page)

            If to the Company with respect to all other issues:

            Wells Fargo Bank, N.A.
            7430 New Technology Way
            Frederick, MD  21703
            Attention:  Structured Finance Manager, MAC X3906-012
            Fax:  301/846-8152

            In each instance with a copy to:

            Wells Fargo Bank, N.A.
            1 Home Campus
            Des Moines, Iowa  50328-0001
            Attention:  General Counsel MAC X2401-06T

            or such other address as may hereafter be furnished to the Purchaser
            in writing by the Company;

      (ii)  if to Purchaser:

            EMC Mortgage Corporation
            Mac Arthur Ridge II
            909 Hidden Ridge Drive
            Suite 200
            Irving, Texas  75038
            Attention:  Ralene Ruyle, President

Section 12.06     Severability of Provisions.

      If any one or more of the covenants, agreements,  provisions or terms of
this  Agreement  shall be held  invalid for any reason  whatsoever,  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.

Section 12.07     Relationship of Parties.

      Nothing  herein  contained  shall be  deemed  or  construed  to create a
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 the Purchaser.

Section 12.08     Execution; Successors and Assigns.


                                      69
(page)

      This  Agreement may be executed in one or more  counterparts  and by the
different  parties  hereto on separate  counterparts,  each of which,  when so
executed,  shall be deemed to be an  original;  such  counterparts,  together,
shall  constitute one and the same  agreement.  Subject to Section 8.04,  this
Agreement  shall inure to the  benefit of and be binding  upon the Company and
the Purchaser and their respective  successors and assigns.  The parties agree
that this  Agreement and signature  pages thereof may be  transmitted  between
them  by  facsimile  and  that  faxed   signatures  may  constitute   original
signatures and that a faxed signature page containing the signature  (faxed or
original) is binding on the parties.

Section 12.09     Recordation of Assignments of Mortgage.

      To the extent  permitted by applicable  law, each of the  Assignments of
Mortgage 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  at  the  Company's  expense  in  the  event  recordation  is  either
necessary  under  applicable  law or  requested  by the  Purchaser at its sole
option.  The company shall only be responsible  for the costs of recording the
initial   Assignments   of  Mortgage.   In  no  event  shall  the  Company  be
responsible  for the cost of recording  Assignments  of Mortgage in connection
with a subsequent sale or transfer of the Mortgage Loans by the Purchaser.

Section 12.10     Assignment by Purchaser.

      The Purchaser  shall have the right,  without the consent of the Company
but  subject  to the limit set forth in Section  2.02  hereof,  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,   Assumption  and
Recognition  Agreement and the assignee or designee shall accede to the rights
and  obligations  hereunder of the  Purchaser  with  respect to such  Mortgage
Loans.  All references to the Purchaser in this  Agreement  shall be deemed to
include its assignee or designee.

Section 12.11     Solicitation of Mortgagor.

      Neither party shall,  after the Closing Date, take any action to solicit
the  refinancing  of any  Mortgage  Loan.  It is  understood  and agreed  that
neither (i) promotions  undertaken by either party or any affiliate  which are
directed to the general public at large, including,  without limitation,  mass
mailings based upon  commercially  acquired mailing lists,  newspaper,  radio,
television  advertisements  nor  (ii)  serving  the  refinancing  needs  of  a
Mortgagor who, without solicitation,  contacts either party in connection with
the  refinance  of  such   Mortgage  or  Mortgage   Loan,   shall   constitute
solicitation under this Section.

Section 12.12     Third-Party Beneficiary.

      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.


                                      70
(page)

               [Intentionally Blank - Next Page Signature Page]


                                      71
(page)

      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                  WELLS FARGO BANK, N.A.
Purchaser                                 Company

By:____________________________           By:___________________________

Name:__________________________           Name:_________________________

Title:_________________________           Title:________________________


                                      72
(page)

STATE OF                )
                        )     ss:
COUNTY OF ___________   )

      On the _____ day of  _______________,  20___ before me, a Notary  Public
in and for said State,  personally appeared  _________________________,  known
to me to be  _______________________  of Wells Fargo Bank,  N.A., the national
banking  association that executed the within  instrument and also known to me
to be the person who executed it on behalf of said bank, and  acknowledged  to
me that such bank executed the within instrument.

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

                                          ______________________________
                                          Notary Public

                                          My Commission expires_________


                                      73
(page)

STATE OF                )
                        )     ss:
COUNTY OF               )

      On the _____ day of  _______________,  20___ before me, a Notary  Public
in       and       for       said       State,       personally       appeared
_____________________________________,    known    to    me    to    be    the
______________________________  of EMC Mortgage  Corporation,  the corporation
that executed the within  instrument and also known to me to be the person who
executed it on behalf of said  corporation,  and  acknowledged to me that such
corporation executed the within instrument.

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

                                          ______________________________
                                          Notary Public

                                          My Commission expires_________


                                      74
(page)

                                   EXHIBIT A

                            MORTGAGE LOAN SCHEDULE

(page)

                                  EXHIBIT B

                        CONTENTS OF EACH 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 any  prospective  Purchaser,  and which shall be retained by the
Company in the  Servicing  File or  delivered  to the  Custodian  pursuant  to
Sections 2.01 and 2.03 of the Seller's  Warranties and the Servicing Agreement
to which this Exhibit is attached (the "Agreement"):

      1.    The original  Mortgage  Note bearing all  intervening  endorsements,
            endorsed "Pay to the order of ________ without  recourse" and signed
            in the name of the  Company by an  authorized  officer (in the event
            that the Mortgage Loan was acquired by the Company in a merger,  the
            signature must be in the following  form:  "[Company],  successor by
            merger to [name of predecessor]"; and in the event that the Mortgage
            Loan was acquired or originated by the Company while doing  business
            under another name,  the  signature  must be in the following  form:
            "[Company], formerly know as [previous name]").

      2.    The  original of any  guarantee  executed in  connection  with the
            Mortgage Note.

      3.    The  recorded   original  related  Mortgage   pertaining  to  such
            Mortgage  Loan,  together  with any addenda and riders,  or a copy
            certified  by Seller to be a true and correct copy of the original
            recorded  document,  or if the related  Mortgage is in the process
            of being recorded, a photocopy of the related Mortgage,  certified
            by the  Company  or an officer of the  respective  prior  owner of
            such Mortgage Loan or by the applicable  title insurance  company,
            closing/settlement/escrow  agent or company or closing attorney to
            be a true and  correct  copy of the related  Mortgage  transmitted
            for recordation.  Provided,  however,  if the Purchaser requires a
            clerk  certified  copy  of the  original  recorded  Mortgage,  the
            Company shall request such from the appropriate  recording  office
            and  furnish  it to the  Purchaser  as soon a  practicable  and no
            event later than 180 days of Purchaser's request;

      4.    The  originals or certified  true copies of any document  sent for
            recordation  of all  assumption,  modification,  consolidation  or
            extension agreements, with evidence of recording thereon.

      5.    The original  Assignment  of Mortgage for each  Mortgage  Loan, in
            form  and  substance  acceptable  for  recording  (except  for the
            insertion   of  the   name   of   the   assignee   and   recording
            information).  The  Assignment  of Mortgage  must be duly recorded
            only if recordation is either  necessary  under  applicable law or
            commonly required by private  institutional  mortgage investors in
            the area where the  Mortgaged  Property is located or on direction
            of  the  Purchaser.  If  the  Assignment  of  Mortgage  is  to  be
            recorded,  the  Mortgage  shall be assigned to the  Purchaser.  If
            the  Assignment of Mortgage is not to be recorded,  the Assignment
            of Mortgage  shall be  delivered in blank.  If the  Mortgage  Loan
            was  acquired  by the  Company  in a  merger,  the  Assignment  of
            Mortgage must be made by "[Company],  successor by merger to [name
            of   predecessor]."   If  the   Mortgage   Loan  was  acquired  or
            originated  by the Company  while  doing  business  under  another
            name, the  Assignment of Mortgage must be by "[Company],  formerly
            know as  [previous  name]."  Subject  to the  foregoing  and where
            permitted  under the applicable laws of the  jurisdiction  wherein
            the Mortgaged  property is located,  such  Assignments of Mortgage
            may be made by blanket  assignments  for Mortgage Loans secured by
            the Mortgaged Properties located in the same county.
(page)

      6.    The recorded original,  or a copy certified by the Company to be a
            true  and  correct  copy  of the  original  recorded,  intervening
            Assignment  of the  Mortgage  as is  necessary  to show a complete
            chain  of  title  from  the  respective  loan  originator  to  the
            respective  prior  owner of such  Mortgage  Loan  or,  if any such
            original  is  unavailable  because  it is in the  process of being
            recorded, a photocopy of such intervening  Assignment certified by
            the  Company  or an officer  of the prior  owner of such  Mortgage
            Loan to be a true and correct copy of such intervening  Assignment
            submitted for  recordation.  Provided,  however,  if the Purchaser
            requires  a  clerk   certified  copy  of  the  original   recorded
            intervening  Assignment,  the Company  shall request such from the
            appropriate  recording  office and furnish it to the  Purchaser as
            soon  a   practicable   and  no  event  later  than  180  days  of
            Purchaser's request;

      7.    The  evidence  of the  issuance  of the  electronic  MIC or LGC as
            applicable, where required pursuant to the Agreement.

      8.    The  original   mortgagee  policy  of  title  insurance  or  other
            evidence of title such as a copy of the title  commitment  or copy
            of the preliminary title commitment.

      9.    Any security  agreement,  chattel mortgage or equivalent  executed
            in connection with the Mortgage.

With respect to each Mortgage  Loan,  the Servicing File shall include each of
the following  items to the extent in the  possession of the Company or in the
possession of the Company's agent(s):

      10.   The  original  hazard  insurance  policy  and, if required by law,
            flood  insurance  policy,  in accordance  with Section 4.10 of the
            Agreement.

      11.   Residential loan application.

      12.   Mortgage Loan closing statement.

      13.   Verification  of employment and income,  unless  originated  under
            the Company's Limited Documentation program,  Fannie Mae Timesaver
            Plus.

      14.   Verification  of acceptable  evidence of source and amount of down
            payment.


                                      2
(page)

      15.   Credit report on the Mortgagor.

      16.   Residential appraisal report.

      17.   Photograph of the Mortgaged Property.

      18.   Survey of the Mortgage property,  if required by the title company
            or applicable law.

      19.   Copy of each instrument  necessary to complete  identification  of
            any  exception  set forth in the  exception  schedule in the title
            policy,  i.e.  map  or  plat,   restrictions,   easements,   sewer
            agreements, home association declarations, etc.

      20.   All required disclosure statements.

      21.   If available,  termite report, structural engineer's report, water
            potability and septic certification.

      22.   Sales contract, if applicable.

      23.   Evidence  of payment of taxes and  insurance  premiums,  insurance
            claim files,  correspondence,  current and historical computerized
            data files,  and all other  processing,  underwriting  and closing
            papers and records which are  customarily  contained in a mortgage
            loan file and which are required to document the Mortgage  Loan or
            to service the Mortgage Loan.

      24.   Amortization schedule, if available.

      25.   Payment  history  for any  Mortgage  Loan that has been closed for
            more than ninety (90) days.

      26.   Original power of attorney, if applicable.

      In the event an  Officer's  Certificate  of the Company is  delivered to
the  Custodian  because of a delay  caused by the public  recording  office in
returning any recorded  document,  the Company shall deliver to the Custodian,
within 240 days of the Closing Date, an Officer's  Certificate which shall (i)
identify the recorded document,  (ii) state that the recorded document has not
been  delivered  to the  Custodian  due solely to a delay caused by the public
recording  office,  (iii) state the amount of time  generally  required by the
applicable  recording  office to record and return a  document  submitted  for
recordation,  and (iv) specify the date the applicable  recorded document will
be delivered  to the  Custodian.  The Company  shall be required to deliver to
the Custodian the applicable  recorded  document by the date specified in (iv)
above.  An  extension  of the date  specified  in (iv) above may be  requested
from the Purchaser, which consent shall not be unreasonably withheld.


                                      3
(page)

      Notwithstanding  paragraphs 1 and 6 above,  the  Purchaser  acknowledges
that the  Company  may  deliver  (i) a  Mortgage  Note for  which the chain of
endorsements  is not  identical to that of the  intervening  Assignments  with
respect to such Mortgage Note,  which shall not affect the  enforceability  of
such  Mortgage  Note,  and/or  (ii)  intervening  Assignments  which  are  not
identical to the chain of  endorsements  with respect to such  Mortgage  Note,
which  shall  not  affect  the  validity  of  such  intervening   Assignments;
provided,  however, that such acknowledgment shall in no way operate to negate
the Purchaser's  remedies for the Company's breach of the  representations and
warranties under this Agreement.


                                      4
(page)

                                  EXHIBIT C

                             CUSTODIAL AGREEMENT

(page)

                                  EXHIBIT D

               ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

                                                            ____________, 20__

      ASSIGNMENT,     ASSUMPTION    AND    RECOGNITION     AGREEMENT,     dated
___________________,  20____  between  _________________,  a  _________________
corporation   having   an   office  at   _________________   ("Assignor")   and
_________________, having an office at _________________ ("Assignee"):

      For and in  consideration  of the sum of one  dollar  ($1.00)  and other
valuable  consideration  the  receipt  and  sufficiency  of which  are  hereby
acknowledge,  and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:

      1.    The Assignor hereby grants,  transfers and assigns to Assignee all
of the right, title and interest of Assignor,  as Purchaser,  in, to and under
that certain  Seller's  Warranties  and Servicing  Agreement,  (the  "Seller's
Warranties and Servicing  Agreement"),  dated as of _________________,  by and
between  _________________  (the  "Purchaser"),   and  _________________  (the
"Company"),  and the Mortgage Loans delivered thereunder by the Company to the
Assignor, and that certain Custodial Agreement,  (the "Custodial  Agreement"),
dated as of  _________________,  by and among the Company,  the  Purchaser and
_________________ (the "Custodian").

      2.    The Assignor  warrants and represents to, and covenants  with, the
Assignee that:

            a.    The Assignor is the lawful owner of the Mortgage  Loans with
the full right to  transfer  the  Mortgage  Loans free from any and all claims
and encumbrances whatsoever;

            b.    The  Assignor  has  not  received  notice  of,  and  has  no
knowledge of, any offsets,  counterclaims  or other defenses  available to the
Company with respect to the Seller's  Warranties  and  Servicing  Agreement or
the Mortgage Loans;

            c.    The Assignor  has not waived or agreed to any waiver  under,
or agreed to any amendment or other  modification of, the Seller's  Warranties
and  Servicing  Agreement,  the  Custodial  Agreement or the  Mortgage  Loans,
including without  limitation the transfer of the servicing  obligations under
the  Seller's  Warranties  and  Servicing  Agreement.   The  Assignor  has  no
knowledge of, and has not received  notice of, any waivers under or amendments
or other  modifications of, or assignments of rights or obligations under, the
Seller's Warranties and Servicing Agreement or the Mortgage Loans; and

            d.    Neither  the  Assignor  nor anyone  acting on its behalf has
offered,  transferred,  pledged,  sold or  otherwise  disposed of the Mortgage
Loans,  any interest in the Mortgage  Loans or any other similar  security to,
or  solicited  any  offer  to  buy or  accept  a  transfer,  pledge  or  other
disposition of the Mortgage  Loans,  any interest in the Mortgage Loans or any
other  similar  security  from, or otherwise  approached  or  negotiated  with
respect to the  Mortgage  Loans,  any  interest in the  Mortgage  Loans or any
other similar  security  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 Mortgage Loans
under the  Securities  Act of 1933 (the "33 Act") or which  would  render  the
disposition  of the  Mortgage  Loans a violation of Section 5 of the 33 Act or
require registration pursuant thereto.
(page)

      3.    That Assignee  warrants and represent to, and covenants  with, the
Assignor and the Company pursuant to Section 12.10 of the Seller's  Warranties
and Servicing Agreement that:

            a.    The Assignee  agrees to be bound,  as  Purchaser,  by all of
the terms,  covenants and conditions of the Seller's  Warranties and Servicing
Agreement,  the Mortgage Loans and the Custodial Agreement, and from and after
the date hereof,  the Assignee  assumes for the benefit of each of the Company
and the Assignor all of the Assignor's obligations as purchaser thereunder;

            b.    The Assignee  understands  that the Mortgage  Loans have not
been registered under the 33 Act or the securities laws of any state;

            c.    The  purchase  price  being  paid  by the  Assignee  for the
Mortgage  Loans  are in  excess  of  $250,000.00  and  will  be  paid  by cash
remittance of the full purchase price within 60 days of the sale;

            d.    The Assignee is acquiring the Mortgage  Loans for investment
for its own account  only and not for any other  person.  In this  connection,
neither the Assignee nor any person  authorized to act therefor has offered to
Mortgage  Loans by means of any general  advertising  or general  solicitation
within the meaning of Rule 502(c) of US  Securities  and  Exchange  Commission
Regulation D, promulgated under the 1933 Act;

            e.    The Assignee  considers  itself a substantial  sophisticated
institutional  investor  having such knowledge and experience in financial and
business  matters  that it is  capable of  evaluating  the merits and risks of
investment in the Mortgage Loans;

            f.    The  Assignee  has  been  furnished  with  all   information
regarding the Mortgage  Loans that it has  requested  from the Assignor or the
Company;

            g.    Neither  the  Assignee  nor anyone  acting on its behalf has
offered,  transferred,  pledged,  sold or  otherwise  disposed of the Mortgage
Loans,  any interest in the Mortgage  Loans or any other similar  security to,
or  solicited  any  offer  to  buy or  accept  a  transfer,  pledge  or  other
disposition of the Mortgage  Loans,  any interest in the Mortgage Loans or any
other  similar  security  from, or otherwise  approached  or  negotiated  with
respect to the  Mortgage  Loans,  any  interest in the  Mortgage  Loans or any
other similar  security with, any person in any manner which would  constitute
a  distribution  of the Mortgage  Loans under the 33 Act or which would render
the  disposition  of the Mortgage Loans a violation of Section 5 of the 33 Act
or  require  registration  pursuant  thereto,  nor  will  it  act,  nor has it
authorized  or will it  authorize  any  person  to act,  in such  manner  with
respect to the Mortgage Loans; and

            h.    Either (1) the  Assignee  is not an  employee  benefit  plan
("Plan") within the meaning of section 3(3) of the Employee  Retirement Income
Security Act of 1974, as amended  ("ERISA") or a plan (also "Plan") within the
meaning of section  4975(e)(1) of the Internal  Revenue Code of 1986 ("Code"),
and the Assignee is not directly or indirectly  purchasing  the Mortgage Loans
on behalf of, investment  manager of, as named fiduciary of, as Trustee of, or
with assets of, a Plan; or (2) the  Assignee's  purchase of the Mortgage Loans
will not result in a  prohibited  transaction  under  section  406 of ERISA or
section 4975 of the Code.

            i.    The  Assignee's  address  for  purposes  of all  notices and
correspondence  related to the Mortgage Loans and the Seller's  Warranties and
Servicing Agreements is:
(page)

                  ____________________________

                  ____________________________

                  ____________________________

                  Attention: _________________

      The  Assignee's   wire  transfer   instructions   for  purposes  of  all
remittances  and  payments  related  to the  Mortgage  Loans and the  Seller's
Warranties and Servicing Agreement is:

                  ____________________________

                  ____________________________

                  ____________________________

                  Attention: _________________

      4.    From and  after  the  date  hereof,  the  Company  shall  note the
transfer of the Mortgage  Loans to the Assignee in its books and records,  the
Company shall  recognize  the Assignee as the owner of the Mortgage  Loans and
the Company shall  service the Mortgage  Loans for the benefit of the Assignee
pursuant to the Seller's  Warranties  and  Servicing  Agreement,  the terms of
which  are  incorporated  herein  by  reference.  It is the  intention  of the
Assignor,  the Company  and the  Assignee  that the  Seller's  Warranties  and
Servicing  Agreement  shall be  binding  upon and inure to the  benefit of the
Company and the Assignee and their respective successors and assigns.

                             [Signatures Follow]
(page)

      IN WITNESS WHEREOF, the parties have caused this Assignment, Assumption
and Recognition Agreement to be executed by their duly authorized officers as
of the date first above written.

                  .                                         .
____________________________              ____________________________
Assignor                                  Assignee

By:_________________________              By:_________________________

Name:_______________________              Name:_______________________

Its:________________________              Its:________________________

Tax Payer Identification No.:             Tax Payer Identification No.:
____________________________              ___________________________

(page)

                                  EXHIBIT E

                      SERVICING CRITERIA TO BE ADDRESSED
                         IN ASSESSMENT OF COMPLIANCE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
Reg AB Reference                           Servicing Criteria                            Applicable     Inapplicable
                                                                                         Servicing       Servicing
                                                                                          Criteria        Criteria
----------------------------------------------------------------------------------------------------------------------
                                    General Servicing Considerations
----------------------------------------------------------------------------------------------------------------------
<S>                <C>                                                                       <C>             <C>
1122(d)(1)(i)      Policies and procedures are instituted to monitor any performance         X
                     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              X
                   parties, policies and procedures are instituted to monitor the
                   third party's performance and compliance with such servicing
                   activities.
----------------------------------------------------------------------------------------------------------------------
                   Any requirements in the transaction agreements to maintain a                              X
1122(d)(1)(iii)    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           X
                   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 mortgage loans are deposited into the appropriate             X
                   custodial bank accounts and related bank clearing accounts no
                   more than two business days following receipt, or such other
                   number of days specified in the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
                   Disbursements made via wire transfer on behalf of an obligor or           X
1122(d)(2)(ii)     to an investor are made only by authorized personnel.
----------------------------------------------------------------------------------------------------------------------
                   Advances of funds or guarantees regarding collections, cash flows         X
                   or distributions, and any interest or other fees charged for such
                   advances, are made, reviewed and approved as specified in the
1122(d)(2)(iii)    transaction agreements.
----------------------------------------------------------------------------------------------------------------------
                   The related accounts for the transaction, such as cash reserve            X
                   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
1122(d)(2)(iv)     agreements.
----------------------------------------------------------------------------------------------------------------------
                   Each custodial account is maintained at a federally insured               X
                   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
1122(d)(2)(v)      requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
----------------------------------------------------------------------------------------------------------------------
                   Unissued checks are safeguarded so as to prevent unauthorized             X
1122(d)(2)(vi)     access.
----------------------------------------------------------------------------------------------------------------------
1122(d)(2)(vii)    Reconciliations are prepared on a monthly basis for all                   X
                   asset-backed securities related bank accounts, including
                   custodial accounts and related bank clearing accounts. These
                   reconciliations are (A) mathematically accurate; (B) prepared
                   within 30 calendar days after the bank statement cutoff date, or
                   such other number of days specified in the transaction
                   agreements; (C) reviewed and approved by someone other than the
                   person who prepared the reconciliation; and (D) contain
                   explanations for reconciling items. These reconciling items are
                   resolved within 90 calendar days of their original
                   identification, or such other number of days specified in the
                   transaction agreements.
----------------------------------------------------------------------------------------------------------------------
                                   Investor Remittances and Reporting
----------------------------------------------------------------------------------------------------------------------
1122(d)(3)(i)      Reports to investors, including those to be filed with the                X
                   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.
----------------------------------------------------------------------------------------------------------------------
</TABLE>

(page)

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
<S>                <C>                                                                       <C>             <C>
                   Amounts due to investors are allocated and remitted in accordance         X
                   with timeframes, distribution priority and other terms set forth
1122(d)(3)(ii)     in the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
                   Disbursements made to an investor are posted within two business          X
                   days to the Servicer's investor records, or such other number of
1122(d)(3)(iii)    days specified in the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
                   Amounts remitted to investors per the investor reports agree with         X
                   cancelled checks, or other form of payment, or custodial bank
1122(d)(3)(iv)     statements.
----------------------------------------------------------------------------------------------------------------------
                                       Pool Asset Administration
----------------------------------------------------------------------------------------------------------------------
1122(d)(4)(i)      Collateral or security on mortgage loans is maintained as                 X
                   required by the transaction agreements or related mortgage loan
                   documents.
----------------------------------------------------------------------------------------------------------------------
                   Mortgage loan and related documents are safeguarded as required           X
1122(d)(4)(ii)     by the transaction agreements
----------------------------------------------------------------------------------------------------------------------
                   Any additions, removals or substitutions to the asset pool are            X
                   made, reviewed and approved in accordance with any conditions or
1122(d)(4)(iii)    requirements in the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
                   Payments on mortgage loans, including any payoffs, made in                X
                   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
1122(d)(4)(iv)     with the related mortgage loan documents.
----------------------------------------------------------------------------------------------------------------------
                   The Servicer's records regarding the mortgage loans agree with            X
                   the Servicer's records with respect to an obligor's unpaid
1122(d)(4)(v)      principal balance.
----------------------------------------------------------------------------------------------------------------------
                   Changes with respect to the terms or status of an obligor's               X
                   mortgage loans (e.g., loan modifications or re-agings) are made,
                   reviewed and approved by authorized personnel in accordance with
1122(d)(4)(vi)     the transaction agreements and related pool asset documents.
----------------------------------------------------------------------------------------------------------------------
                   Loss mitigation or recovery actions (e.g., forbearance plans,             X
                   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
1122(d)(4)(vii)    established by the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
                   Records documenting collection efforts are maintained during the          X
                   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
1122(d)(4)(viii)   is deemed temporary (e.g., illness or unemployment).
----------------------------------------------------------------------------------------------------------------------
                   Adjustments to interest rates or rates of return for mortgage             X
                   loans with variable rates are computed based on the related
1122(d)(4)(ix)     mortgage loan documents.
----------------------------------------------------------------------------------------------------------------------
                   Regarding any funds held in trust for an obligor (such as escrow          X
                   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
1122(d)(4)(x)      agreements.
----------------------------------------------------------------------------------------------------------------------
                   Payments made on behalf of an obligor (such as tax or insurance           X
                   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
1122(d)(4)(xi)     other number of days specified in the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
</TABLE>

(page)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
<S>                <C>                                                                       <C>             <C>
                   Any late payment penalties in connection with any payment to be           X
                   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
1122(d)(4)(xii)    to the obligor's error or omission.
----------------------------------------------------------------------------------------------------------------------
                   Disbursements made on behalf of an obligor are posted within two          X
                   business days to the obligor's records maintained by the
                   servicer, or such other number of days specified in the
1122(d)(4)(xiii)   transaction agreements.
----------------------------------------------------------------------------------------------------------------------
                   Delinquencies, charge-offs and uncollectible accounts are                 X
                   recognized and recorded in accordance with the transaction
1122(d)(4)(xiv)    agreements.
----------------------------------------------------------------------------------------------------------------------
                   Any external enhancement or other support, identified in Item                             X
                   1114(a)(1) through (3) or Item 1115 of Regulation AB, is
1122(d)(4)(xv)     maintained as set forth in the transaction agreements.
----------------------------------------------------------------------------------------------------------------------
</TABLE>

(page)

                                  EXHIBIT F

                        FORM OF SARBANES CERTIFICATION

      Re:   The [ ]  agreement  dated  as of [ ],  200[ ]  (the  "Agreement"),
            among [IDENTIFY PARTIES]

I,  ________________________________,  the _______________________ of [Name of
Servicer],  certify to [the Owner], [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 Servicer
      provided in accordance with Item 1123 of Regulation AB (the  "Compliance
      Statement"),  the report on assessment of the Servicer'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 Servicer  during
      200[ ] that were  delivered by the Servicer to the  [Depositor]  [Master
      Servicer]   [Securities   Administrator]   [Trustee]   pursuant  to  the
      Agreement (collectively, the "Servicer Servicing Information");

      (2)   Based on my knowledge,  the Servicer 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
      Servicer Servicing Information;

      (3)   Based on my knowledge,  all of the Servicer Servicing  Information
      required to be provided by the  Servicer  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
      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 Servicer has fulfilled its
      obligations under the Agreement; and

      (5)   The  Compliance  Statement,   the  Servicing  Assessment  and  the
      Attestation  Report required to be provided by the Servicer  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:________________________
(page)

                                  EXHIBIT G

                         REPORTING DATA FOR MONTHLY REPORT

(page)

                                  EXHIBIT H

                         REPORTING DATA FOR DEFAULTED LOANS

                 Standard File Layout - Delinquency Reporting

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
             Column/Header Name                              Description                    Decimal      Format Comment
--------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                                           <C>          <C>
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                 MM/DD/YYYY
                                              is due to the servicer at the end of
                                              processing cycle, as reported by Servicer.
--------------------------------------------------------------------------------------------------------------------------
LOAN_TYPE                                     Loan Type (i.e. FHA, VA, Conv)
--------------------------------------------------------------------------------------------------------------------------
BANKRUPTCY_FILED_DATE                         The date a particular bankruptcy claim                    MM/DD/YYYY
                                              was filed.
--------------------------------------------------------------------------------------------------------------------------
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                  MM/DD/YYYY
                                              has been approved by the courts
--------------------------------------------------------------------------------------------------------------------------
BANKRUPTCY_DCHRG_DISM_DATE                    The Date The Loan Is Removed From                         MM/DD/YYYY
                                              Bankruptcy. Either by Dismissal,
                                              Discharged and/or a Motion For Relief Was
                                              Granted.
--------------------------------------------------------------------------------------------------------------------------
LOSS_MIT_APPR_DATE                            The Date The Loss Mitigation Was Approved                 MM/DD/YYYY
                                              By The Servicer
--------------------------------------------------------------------------------------------------------------------------
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                     MM/DD/YYYY
                                              Scheduled To End/Close
--------------------------------------------------------------------------------------------------------------------------
LOSS_MIT_ACT_COMP_DATE                        The Date The Loss Mitigation Is Actually                  MM/DD/YYYY
                                              Completed
--------------------------------------------------------------------------------------------------------------------------
FRCLSR_APPROVED_DATE                          The date DA Admin sends a letter to the                   MM/DD/YYYY
                                              servicer with instructions to begin
                                              foreclosure proceedings.
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

(page)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                                           <C>          <C>
ATTORNEY_REFERRAL_DATE                        Date File Was Referred To Attorney to                     MM/DD/YYYY
                                              Pursue Foreclosure
--------------------------------------------------------------------------------------------------------------------------
FIRST_LEGAL_DATE                              Notice of 1st legal filed by an Attorney                  MM/DD/YYYY
                                              in a Foreclosure Action
--------------------------------------------------------------------------------------------------------------------------
FRCLSR_SALE_EXPECTED_DATE                     The date by which a foreclosure sale is                   MM/DD/YYYY
                                              expected to occur.
--------------------------------------------------------------------------------------------------------------------------
FRCLSR_SALE_DATE                              The actual date of the foreclosure sale.                  MM/DD/YYYY
--------------------------------------------------------------------------------------------------------------------------
FRCLSR_SALE_AMT                               The amount a property sold for at the            2        No commas(,) or
                                              foreclosure sale.                                         dollar signs ($)
--------------------------------------------------------------------------------------------------------------------------
EVICTION_START_DATE                           The date the servicer initiates eviction                  MM/DD/YYYY
                                              of the borrower.
--------------------------------------------------------------------------------------------------------------------------
EVICTION_COMPLETED_DATE                       The date the court revokes legal                          MM/DD/YYYY
                                              possession of the property from the
                                              borrower.
--------------------------------------------------------------------------------------------------------------------------
LIST_PRICE                                    The price at which an REO property is            2        No commas(,) or
                                              marketed.                                                 dollar signs ($)
--------------------------------------------------------------------------------------------------------------------------
LIST_DATE                                     The date an REO property is listed at a                   MM/DD/YYYY
                                              particular price.
--------------------------------------------------------------------------------------------------------------------------
OFFER_AMT                                     The dollar value of an offer for an REO          2        No commas(,) or
                                              property.                                                 dollar signs ($)
--------------------------------------------------------------------------------------------------------------------------
OFFER_DATE_TIME                               The date an offer is received by DA Admin                 MM/DD/YYYY
                                              or by the Servicer.
--------------------------------------------------------------------------------------------------------------------------
REO_CLOSING_DATE                              The date the REO sale of the property is                  MM/DD/YYYY
                                              scheduled to close.
--------------------------------------------------------------------------------------------------------------------------
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                        MM/DD/YYYY
                                              performed.
--------------------------------------------------------------------------------------------------------------------------
APPRAISAL_DATE                                The date the appraisal was done.                          MM/DD/YYYY
--------------------------------------------------------------------------------------------------------------------------
CURR_PROP_VAL                                  The current "as is" value of the                2
                                              property based on brokers price opinion
                                              or appraisal.
--------------------------------------------------------------------------------------------------------------------------
REPAIRED_PROP_VAL                             The amount the property would be worth if        2
                                              repairs are completed pursuant to a
                                              broker's price opinion or appraisal.
--------------------------------------------------------------------------------------------------------------------------
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                   MM/DD/YYYY
                                              With Mortgage Insurance Company.
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

(page)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                                           <C>          <C>
MI_CLAIM_AMT                                  Amount of Mortgage Insurance Claim Filed                  No commas(,) or
                                                                                                        dollar signs ($)
--------------------------------------------------------------------------------------------------------------------------
MI_CLAIM_PAID_DATE                            Date Mortgage Insurance Company Disbursed                 MM/DD/YYYY
                                              Claim Payment
--------------------------------------------------------------------------------------------------------------------------
MI_CLAIM_AMT_PAID                             Amount Mortgage Insurance Company Paid On        2        No commas(,) or
                                              Claim                                                     dollar signs ($)
--------------------------------------------------------------------------------------------------------------------------
POOL_CLAIM_FILED_DATE                         Date Claim Was Filed With Pool Insurance                  MM/DD/YYYY
                                              Company
--------------------------------------------------------------------------------------------------------------------------
POOL_CLAIM_AMT                                Amount of Claim Filed With Pool Insurance        2        No commas(,) or
                                              Company                                                   dollar signs ($)
--------------------------------------------------------------------------------------------------------------------------
POOL_CLAIM_PAID_DATE                          Date Claim Was Settled and The Check Was                  MM/DD/YYYY
                                              Issued By The Pool Insurer
--------------------------------------------------------------------------------------------------------------------------
POOL_CLAIM_AMT_PAID                           Amount Paid On Claim By Pool Insurance           2        No commas(,) or
                                              Company                                                   dollar signs ($)
--------------------------------------------------------------------------------------------------------------------------
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                         MM/DD/YYYY
                                              Veterans Admin
--------------------------------------------------------------------------------------------------------------------------
VA_CLAIM_PAID_DATE                             Date Veterans Admin. Disbursed VA Claim                  MM/DD/YYYY
                                              Payment
--------------------------------------------------------------------------------------------------------------------------
VA_CLAIM_PAID_AMT                              Amount Veterans Admin. Paid on VA Claim         2        No commas(,) or
                                                                                                        dollar signs ($)
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

(page)

------------------------------------------------------------------------------
Exhibit 2: Standard File Codes - Delinquency Reporting
------------------------------------------------------------------------------
The Loss Mit Type field should show the approved Loss Mitigation Code as
follows:
       o    ASUM-Approved Assumption
       o    BAP-Borrower Assistance Program
       o    CO-Charge Off
       o    DIL-Deed-in-Lieu
       o    FFA-Formal Forbearance Agreement
       o    MOD-Loan Modification
       o    PRE-Pre-Sale
       o    SS-Short Sale
       o    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:

       o    Mortgagor
       o    Tenant
       o    Unknown
       o    Vacant

The Property Condition field should show the last reported condition of the
property as follows:

      o     Damaged
      o     Excellent
      o     Fair
      o     Gone
      o     Good
      o     Poor
      o     Special Hazard
      o     Unknown

(page)

Exhibit 2: Standard File Codes - Delinquency Reporting, Continued

The FNMA Delinquent Reason Code field should show the Reason for Delinquency
as follows:

               --------------------------------------------------------
               Delinquency      Delinquency Description
               Code
               --------------------------------------------------------
               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
               --------------------------------------------------------

(page)

-----------------------------------------------------------------
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
               -------------------------------------------------------
(page)

                                  EXHIBIT I
                    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.
      4.    The total of lines 1 through 12.

      Credits:
      14-21.      Complete as applicable.  Required documentation:

(page)

            * 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
      5.    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)
      6.    The  total  derived  from  subtracting  line  22 from  13.  If the
amount represents a realized gain, show the amount in parenthesis (   ).

(page)

                  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 (see page 2)                                      _______________(5)
(6)  Property Maintenance                                    _______________(6)
(7)  MI/Hazard Insurance Premiums (see page 2)               _______________(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__________________________             _______________(12)
         HOA/Condo Fees_________________________             _______________(12)
         _______________________________________             _______________(12)

         Total Expenses                                    $ _______________(13)
Credits:
(14) Escrow Balance                                        $ _______________(14)
(15) HIP Refund                                            ________________ (15)
(16) Rental Receipts                                       ________________ (16)
(17) Hazard Loss Proceeds                                  ________________ (17)

(page)

(18) Primary Mortgage Insurance / Gov't Insurance
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)
     _________________________________________             ________________ (21)

     Total Credits                                         $________________(22)
Total Realized Loss (or Amount of Gain)                    $________________(23)

(page)

Escrow Disbursement Detail
________________________________________________________________________________
    Type     Date Paid  Period of    Total Paid   Base     Penalties   Interest
(Tax /Ins.)              Coverage                Amount
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

(page)

                       MORTGAGE LOAN PURCHASE AGREEMENT

      This is a  Purchase  Agreement  (the  "Agreement"),  dated as of July 1,
2006 by and between EMC Mortgage  Corporation,  having an office at 909 Hidden
Ridge Drive, Suite 200, Irving,  Texas 75038 (the "Purchaser") and Wells Fargo
Bank,  N.A.,  having an office at 1 Home Campus,  Des Moines,  Iowa 50328-0001
(the "Seller").

                             W I T N E S S E T H

      WHEREAS,  the  Seller  agrees  to  sell,  and the  Purchaser  agrees  to
purchase,  certain  mortgage  loans  (the  "Mortgage  Loans")  on a  servicing
retained basis as described herein:

      WHEREAS, the Mortgage Loans shall be delivered as whole loans;

      WHEREAS,   the  parties  intend  hereby  to  set  forth  the  terms  and
conditions upon which the proposed transactions will be effected.

      NOW  THEREFORE,   in  consideration  of  the  promises  and  the  mutual
agreements set forth herein, the parties hereto agree as follows:

      SECTION 1.   All  capitalized  terms not otherwise  defined  herein have
the  respective  meanings set forth in the Seller's  Warranties  and Servicing
Agreement,  dated  as of the  date  herewith  (the  "Seller's  Warranties  and
Servicing  Agreement").  The following terms are defined as follows (except as
otherwise agreed by the parties):

      Cut-off Date:                 July 1, 2006

      Closing Date:                 July 13, 2006

      First Remittance Date:        August 18, 2006

      Servicing Fee Rate:           0.250%

      SECTION 2.  Agreement to Purchase.  The Seller  agrees to sell,  and the
Purchaser  agrees to purchase,  Mortgage  Loans having an aggregate  principal
balance on the  Cut-off  Date in the amount  indicated  on the  Mortgage  Loan
Schedule or in such other amount as agreed by the  Purchaser and the Seller as
evidenced by the scheduled  principal  balance of the Mortgage  Loans accepted
by the  Purchaser on the Closing  Date.  The Mortgage  Loans will be delivered
pursuant  to a  Seller's  Warranties  and  Servicing  Agreement,  between  the
Purchaser and the Seller.

      SECTION 3.   Mortgage  Schedules.  The Seller has provided the Purchaser
with certain  information  constituting  a listing of the Mortgage Loans to be
purchased  under this Agreement (the "Mortgage Loan  Schedule")  substantially
in the form attached  hereto as Exhibit 1. The Mortgage  Loan  Schedule  shall
conform to the  definition  of  "Mortgage  Loan  Schedule"  under the Seller's
Warranties and Servicing Agreement.
(page)

      SECTION 4.  Purchase  Price.  The purchase  price for the Mortgage Loans
(the  "Purchase  Price")  shall  be  95.08238%,  multiplied  by the  aggregate
principal  balance,  as of the Cut-off Date,  of the Mortgage  Loans listed on
the related Mortgage Loan Schedule,  after  application of scheduled  payments
of principal due on or before the Cut-off Date whether or not collected,  plus
accrued interest on each Mortgage,  at its respective  Mortgage  Interest Rate
from the Cut-off Date to and including, the day prior to the Closing Date.

      The  Purchaser  shall be entitled  to (1) all  scheduled  principal  due
after the Cut-off Date, (2) all other recoveries of principal  collected after
the Cut-off Date (provided,  however, that all scheduled payments of principal
due on or before  the  Cut-off  Date and  collected  by the  Seller  after the
Cut-off Date shall belong to the Seller),  and (3) all payments of interest on
the Mortgage  Loans at the Mortgage Loan  Remittance  Rate (minus that portion
of any such  payment  which is  allocable  to the period  prior to the Cut-off
Date).  The principal  balance of each Mortgage Loan as of the Cut-off Date is
determined  after  application  of payments of principal  due on or before the
Cut-off  Date  whether or not  collected.  Therefore,  payments  of  scheduled
principal  and  interest  prepaid for a due date beyond the Cut-off Date shall
not be applied to the principal  balance as of the Cut-off Date.  Such prepaid
amounts  (minus  interest at the  Servicing Fee Rate) shall be the property of
the  Purchaser.  The Seller 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 Seller to the Purchaser.

      SECTION 5.  Examination  of Mortgage  Files.  Prior to the Closing Date,
the Seller shall (a) deliver to the Purchaser in escrow, for examination,  the
Mortgage File for each Mortgage  Loan,  including a copy of the  Assignment of
Mortgage,  pertaining  to each Mortgage  Loan, or (b) make the Mortgage  Files
available to the Purchaser  for  examination  at the Seller's  offices or such
other  location as shall  otherwise  be agreed upon by the  Purchaser  and the
Seller.  Such  examination  may be made by the Purchaser or by any prospective
purchaser  of the  Mortgage  Loans from the  Purchaser,  at any time before or
after the Closing Date upon prior  reasonable  notice to the Seller.  The fact
that the  Purchaser or any  prospective  purchaser  of the Mortgage  Loans has
conducted or has failed to conduct any partial or complete  examination of the
Mortgage Files shall not affect the  Purchaser's  (or any of its  successor's)
rights to demand  repurchase,  substitution  or other relief as provided under
the related Seller's Warranties and Servicing Agreement.

      Prior to Seller's  receipt of the Purchase  Price,  the Purchaser  shall
cause the  Custodian  to act as bailee for the sole and  exclusive  benefit of
the Seller  pursuant to the  Custodial  Agreement  and act only in  accordance
with Seller's  instructions.  Upon the Seller's receipt of the Purchase Price,
the Seller shall provide  notification  to the Custodian to release  ownership
of  the  Mortgage  Loan  Documents  specified  above  to the  Purchaser.  Such
notification  shall be in a form of a  written  notice by  facsimile  or other
electronic  media,  with a copy  sent  to the  Purchaser.  Subsequent  to such
release,  such Mortgage Loan Documents  shall be retained by the Custodian for
the  benefit  of  the  Purchaser.  All  Mortgage  Loan  Documents  related  to
Mortgage  Loans not purchased by the  Purchaser on the Closing Date,  shall be
maintained  by the  Custodian  for the  benefit  of the  Seller  and  shall be
returned to the Seller within two (2) Business Days after the Closing Date.
(page)

      SECTION 6.   Representations,  Warranties and Agreements of Seller.  The
Seller  agrees  and  acknowledges  that  it  shall,  as  a  condition  to  the
consummation   of   the   transactions    contemplated    hereby,   make   the
representations  and  warranties  specified  in  Section  3.01 and 3.02 of the
Seller's  Warranties  and Servicing  Agreement,  as of the Closing  Date.  The
meaning  of the  term  "Agreement"  as used in  Sections  3.01 and 3.02 of the
Seller's  Warranties  and Servicing  Agreement  shall include this  Agreement.
The Seller,  without conceding that the Mortgage Loans are securities,  hereby
makes the following  additional  representations,  warranties  and  agreements
which shall be deemed to have been made as of the Closing Date:

      a)    neither  the Seller nor anyone  acting on its behalf has  offered,
      transferred,  pledged, sold or otherwise disposed of any Mortgage Loans,
      any interest in any Mortgage Loans or any other similar  security to, or
      solicited  any  offer  to buy or  accept  a  transfer,  pledge  or other
      disposition  of any Mortgage  Loans,  any interest in any Mortgage Loans
      or  any  other  similar  security  from,  or  otherwise   approached  or
      negotiated  with  respect to any  Mortgage  Loans,  any  interest in any
      Mortgage  Loans or any other similar  security  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  Mortgage  Loans  under  the
      Securities  Act or which would  render the  disposition  of any Mortgage
      Loans  a  violation  of  Section  5 of the  Securities  Act  or  require
      registration  pursuant  thereto,  nor will it act, nor has it authorized
      or will it  authorize  any Person to act, in such manner with respect to
      the Mortgage Loans; and

      b)    the Seller  has not dealt with any broker or agent or anyone  else
      who might be entitled to a fee or  commission  in  connection  with this
      transaction other than the Purchaser.

      SECTION 7.   Representation,  Warranties  and  Agreement  of  Purchaser.
The  Purchaser,  without  conceding  that the Mortgage  Loans are  securities,
hereby makes the following representations,  warranties and agreements,  which
shall have been deemed to have been made as of the Closing Date.

      a)    the Purchaser  understands  that the Mortgage  Loans have not been
      registered under the Securities Act or the securities laws of any state;

      b)    the Purchaser is acquiring the Mortgage  Loans for its own account
      only and not for any other Person;

      c)    the  Purchaser  considers  itself  a  substantial,   sophisticated
      institutional   investor   having  such   knowledge  and  experience  in
      financial  and  business  matters that it is capable of  evaluating  the
      merits and risks of investment in the Mortgage Loans;

      d)    the Purchaser has been  furnished with all  information  regarding
      the  Mortgage  Loans  which  it has  requested  from the  Seller  or the
      Company; and

(page)

      e)    neither the  Purchaser  nor anyone  acting on its behalf  offered,
      transferred,  pledged,  sold or otherwise disposed of any Mortgage Loan,
      any interest in any Mortgage Loan or any other  similar  security to, or
      solicited  any  offer  to buy or  accept  a  transfer,  pledge  or other
      disposition  of any Mortgage  Loan, any interest in any Mortgage Loan or
      any other similar  security from, or otherwise  approached or negotiated
      with respect to any Mortgage  Loan, any interest in any Mortgage Loan or
      any other similar  security 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  Mortgage  Loans under the  Securities  Act or which would render
      the  disposition  of any  Mortgage  Loan a violation of Section 5 of the
      Securities Act or require  registration  pursuant  thereto,  nor will it
      act, nor has it  authorized  or will it authorize  any Person to act, in
      such manner with respect to the Mortgage Loans.

      SECTION 8.   Closing.  The  closing  for the  purchase  and  sale of the
Mortgage  Loans,  shall take place on the  Closing  Date.  At the  Purchaser's
option,  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 shall be subject to each of the following conditions:

      a)    all of the  representations  and  warranties  of the Seller  under
      this  Agreement  and  under  each  Seller's   Warranties  and  Servicing
      Agreement  shall be true and correct as of the Closing Date and no event
      shall have  occurred  which,  with notice or the passage of time,  would
      constitute a default  under this  Agreement or an Event of Default under
      the related Seller's Warranties and Servicing Agreement;

      b)    the Purchaser shall have received,  or the  Purchaser's  attorneys
      shall have  received in escrow,  all Closing  Documents  as specified in
      Section  9 of this  Agreement,  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 respective terms thereof;

      c)    the  Seller  shall  have  delivered  to the  Custodian  under  the
      Seller's  Warranties  and Servicing  Agreement  all  documents  required
      pursuant to the related Custodial Agreement; and

      d)    all other terms and conditions of this  Agreement  shall have been
      complied with.

      Subject to the  foregoing  conditions,  the  Purchaser  shall pay to the
Seller on the Closing Date the Purchase Price,  plus accrued interest pursuant
to Section 4 of this  Agreement,  by wire  transfer of  immediately  available
funds to the account designated by the Seller.

      SECTION 9.   Closing  Documents.  With  respect to the  Mortgage  Loans,
the  Closing  Documents  shall  consist  of fully  executed  originals  of the
following documents:

      1.    the Seller's Warranties and Servicing  Agreement,  dated as of the
            Cut-off Date, in two counterparts;
(page)

      2.    this Agreement in two counterparts;

      3.    a copy of the Custodial  Agreement,  dated as of November 30, 1999
            by and between EMC Mortgage  Corporation as Owner, and Wells Fargo
            Bank,  N.A.  (formerly  Wells  Fargo  Bank  Minnesota,   N.A.)  as
            Custodian,  attached  to the  Seller's  Warranties  and  Servicing
            Agreement ;

      4.    the  Mortgage  Loan  Schedule,  one  copy to be  attached  to each
            counterpart of the Seller's Warranties and Servicing Agreement;

      5.    a  trust  receipt  and   certification,   as  required  under  the
            Custodial Agreement; and

      6.    an  Opinion of  Counsel  of the  Seller,  in the form of Exhibit 2
            hereto.

      SECTION 10.  Costs.  The  Purchaser  shall pay any  commissions  due its
salesmen,  the legal  fees and  expenses  of its  attorneys  and the costs and
expenses  associated  with the Custodian.  The Seller shall be responsible for
reasonable  costs  and  expenses   associated  with  any  preparation  of  the
assignments of mortgage.  All other costs and expenses  incurred in connection
with the  transfer  and delivery of the  Mortgage  Loans,  including  fees for
title policy  endorsements and  continuations  and the Seller's attorney fees,
shall be paid by the Seller.

      SECTION 11.  Servicing.  The  Mortgage  Loans  shall be  serviced by the
Seller in accordance with the terms of the applicable  Seller's Warranties and
Servicing   Agreement.   The  Seller  shall  be  entitled  to  servicing  fees
calculated as provided  therein,  at the Servicing Fee Rate shown on the first
page of this Agreement unless otherwise agreed by the parties.

      SECTION 12.  Financial  Statements.   The  Seller  understands  that  in
connection  with  the  Purchaser's   marketing  of  the  Mortgage  Loans,  the
Purchaser  may  request  from the Seller  and make  available  to  prospective
purchasers a  Consolidated  Statement of Operations of the Seller for the most
recently  completed two (2) fiscal years  respecting which such a statement is
available,  as well as a Consolidated Statement of Condition at the end of the
last  two  (2)  fiscal  years  covered  by  such  Consolidated   Statement  of
Operations.  The  Purchaser,  upon  request,  shall  also make  available  any
comparable  interim  statements  to the extent any such  statements  have been
prepared by the seller in a format  intended  or  otherwise  suitable  for the
public at large. The Seller,  upon request,  agrees to furnish promptly to the
Purchaser  copies of the  statements  specified  above.  The Seller shall also
make available  information on its servicing performance with respect to loans
in its own mortgage banking  portfolio and loans serviced for others (if any),
including foreclosure and delinquency ratios.

      The Seller also agrees to allow access to a  knowledgeable  (as shall be
determined by the Seller)  financial or accounting  officer for the purpose of
answering  questions  asked  by any  prospective  purchaser  regarding  recent
developments affecting the Seller or the financial statements of the Seller.
(page)

      SECTION 13.  Mandatory  Delivery.  The sale and  delivery on the Closing
Date  of the  Mortgage  Loans  described  on the  Mortgage  Loan  Schedule  is
mandatory,  it being  specifically  understood  and agreed that each  Mortgage
Loan is unique and  identifiable on the date hereof and that an award of money
damages would be  insufficient  to compensate the Purchaser for the losses and
damages   incurred  by  the  Purchaser   (including   damages  to  prospective
purchasers  of the  Mortgage  Loans) in the event of the  Seller's  failure to
deliver  the  Mortgage  Loans on or before the  Closing  Date.  All rights and
remedies  of the  Purchaser  under  this  Agreement  are  distinct  from,  and
cumulative  with,  any other  rights  or  remedies  under  this  Agreement  or
afforded by law or equity and all such rights and  remedies  may be  exercised
concurrently, independently or successively.

      SECTION 14.  Notices.   All   demands,    notices   and   communications
hereunder  shall be in writing  and shall be deemed to have been duly given if
mailed, by registered or certified mail, return receipt  requested,  or, if by
other  means,  when  received by the other  party at the address  shown on the
first page hereof,  or such other address as may hereafter be furnished to the
other  party  by  like  notice.  Any  such  demand,  notice  of  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 15.  Severability  Clause. Any part,  provision,  representation
or warranty of this Agreement  which is prohibited or which is held to be void
or  unenforceable  shall be ineffective  to the extent of such  prohibition or
unenforceability  without  invalidating the remaining  provisions  hereof. Any
part,  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
which  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 as close as possible to
the economic effect of this Agreement without regard to such invalidity.

      SECTION 16.  Counterparts.    This    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.  The parties  agree that this  Agreement  and  signature
pages  thereof may be  transmitted  between them by  facsimile  and that faxed
signatures may constitute  original signatures and that a faxed signature page
containing  the signature of an authorized  individual  (faxed or original) is
binding on the respective parties.

      SECTION 17.  Place of Delivery and Governing Law. This  Agreement  shall
be  construed  in  accordance  with the laws of the  State of New York and the
obligations,  rights and remedies of the parties hereunder shall be determined
in  accordance  with the laws of the State of New York,  except to the  extent
preempted by Federal Law.
(page)

      Each of the Seller and the Purchaser hereby  knowingly,  voluntarily and
intentionally  waives  any and all  rights  it may  have to a trial by jury in
respect  of  any  litigation  based  on,  or  arising  out  of,  under,  or in
connection  with,  this  Agreement,  or any other  documents  and  instruments
executed in connection herewith, or any course of conduct,  course of dealing,
statements  (whether  oral  or  written),  or  actions  of the  Seller  or the
Purchaser.  This  provision  is a material  inducement  for the  Purchaser  to
enter into this Agreement.

      SECTION 18.  Further  Agreements.  The  Purchaser  and the  Seller  each
agree  to  execute  and  deliver  to  the  other  such  additional  documents,
instruments  or  agreements as may be necessary or  appropriate  to effectuate
the purposes of this Agreement.

      Without  limiting  the  generality  of the  foregoing,  the Seller shall
reasonably  cooperate  with the  Purchaser  in  connection  with  the  initial
resales  of the  Mortgage  Loans by the  Purchaser.  In that  connection,  the
Seller  shall  provide  to the  Purchaser:  (i) any and  all  information  and
appropriate  verification  of  information,  whether  through  letters  of its
auditors and counsel or otherwise,  as the Purchaser shall reasonably request,
and (ii) such additional representations,  warranties,  covenants, opinions of
counsel,  letters  from  auditors  and  certificates  of public  officials  or
officers of the Seller as are reasonably  believed  necessary by the Purchaser
in  connection  with  such  resales.  Prior  to  incurring  any  out-of-pocket
expenses pursuant to this paragraph,  the Seller shall notify the Purchaser in
writing  of  the  estimated  amount  of  such  expense.  The  Purchaser  shall
reimburse   the  Seller  for  any  such  expense   following  its  receipt  of
appropriate details thereof.

      SECTION 19.  Intention  of  the  Parties.  It is  the  intention  of the
parties  that the  Purchaser  is  purchasing,  and the Seller is  selling,  an
undivided  100%  ownership  interest  in the  Mortgage  Loans  and  not a debt
instrument  of the  Seller  or  another  security.  Accordingly,  the  parties
hereto each intend to treat the  transaction  for Federal  income tax purposes
as a sale by the Seller,  and a purchase  by the  Purchaser,  of the  Mortgage
Loans.  The  Purchaser  shall have the right to review the Mortgage  Loans and
the related  Mortgage Files to determine the  characteristics  of the Mortgage
Loans which shall  affect the Federal  income tax  consequences  of owning the
Mortgage Loans and the Seller shall  cooperate  with all  reasonable  requests
made by the Purchaser in the course of such review.

      SECTION 20.  Successors and Assigns;  Assignment of Purchase  Agreement.
This  Agreement  shall bind and inure to the benefit of and be  enforceable by
the Seller and the Purchaser and the respective  successors and assigns of the
Seller and the  Purchaser.  This Agreement  shall not be assigned,  pledged or
hypothecated  by the  Seller  to a third  party  without  the  consent  of the
Purchaser.

      SECTION 21.  Waivers;  Other  Agreements.  No term or  provision of this
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.

      SECTION  22.  Exhibits.  The  exhibits  to  this  Agreement  are  hereby
incorporated  and  made  a part  hereof  and  are an  integral  part  of  this
Agreement.
(page)

      SECTION  23.  General  Interpretive  Principles.  For  purposes  of this
Agreement,  except as  otherwise  expressly  provided  or unless  the  context
otherwise requires:

      a)    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;

      b)    accounting  terms not otherwise  defined  herein have the meanings
      assigned  to them  in  accordance  with  generally  accepted  accounting
      principles;

      c)    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;

      d)    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;

      e)    the words  "herein",  "hereof",  "hereunder"  and  other  words of
      similar  import  refer  to  this  Agreement  as a  whole  and not to any
      particular provision; and

      f)    the term  "include" or "including"  shall mean without  limitation
      by reason of enumeration.

      SECTION  24.   Reproduction   of  Documents.   This  Agreement  and  all
documents  relating  thereto,  including,  without  limitation,  (a) consents,
waivers and  modifications  which may  hereafter  be executed,  (b)  documents
received  by  any  party  at  the  closing,  and  (c)  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.

                             [Signatures Follow]
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      IN WITNESS  WHEREOF,  the Seller and the  Purchaser  have  caused  their
names  to be  signed  hereto  by  their  respective  officers  thereunto  duly
authorized as of the date first above written.

                                          EMC MORTGAGE CORPORATION
                                          (Purchaser)

                                          By:______________________________
                                          Name:____________________________
                                          Title:___________________________

                                          WELLS FARGO BANK, N.A.
                                          (Seller)

                                          By:______________________________
                                          Name:____________________________
                                          Title:___________________________
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                                  EXHIBIT 1

                            MORTGAGE LOAN SCHEDULE

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                                  EXHIBIT 2

                          FORM OF OPINION OF COUNSEL

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Re:   Wells Fargo Bank, N.A.
      Mortgage Loan Series @

Dear Sir/Madam:

I am @ of Wells  Fargo  Bank,  N.A.  and have acted as counsel to Wells  Fargo
Bank,  N.A.  (the  "Company"),  with respect to certain  matters in connection
with the sale by the  Company of the  mortgage  loans  designated  as Mortgage
Loan  Series  @ (the  "Mortgage  Loans")  pursuant  to that  certain  Seller's
Warranties  and Servicing  Agreement  and Mortgage Loan Purchase  Agreement by
and between the Company  and @ (the  "Purchaser"),  dated as of @, 20__,  (the
"Agreements"),   which  sale  is  in  the  form  of  whole   Mortgage   Loans.
Capitalized  terms not otherwise defined herein have the meanings set forth in
the Seller's Warranties and Servicing Agreement.

I have examined the following documents:

1.    the Seller's Warranties and Servicing Agreement;

2.    the Mortgage Loan Purchase Agreement;

3.    the Custodial Agreement;

4.    the form of endorsement of the Mortgage Notes; and

5.    such other documents,  records and papers as I have deemed necessary and
      relevant as a basis for this opinion.

To the extent I have  deemed  necessary  and  proper,  I have  relied upon the
representations  and warranties of the Company contained in the Agreements.  I
have assumed the  authenticity of all documents  submitted to me as originals,
the genuineness of all  signatures,  the legal capacity of natural persons and
the conformity to the originals of all documents.

Based upon the foregoing, it is my opinion that;
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1.    The Company is a national banking  association  duly organized,  validly
      existing and in good standing under the laws of the United States.

2.    The Company has the power to engage in the transactions  contemplated by
      the  Agreements,  the  Custodial  Agreement  and  all  requisite  power,
      authority  and legal right to execute and  deliver the  Agreements,  the
      Custodial  Agreement and the Mortgage Loans,  and to perform and observe
      the terms and conditions of such instruments.

3.    Each  person  who,  as an officer or  attorney-in-fact  of the  Company,
      signed (a) the  Agreements,  each dated as of @,  20__,  by and  between
      the  Company and the  Purchaser,  and (b) any other  document  delivered
      prior  hereto  or on the date  hereof  in  connection  with the sale and
      servicing of the Mortgage Loans in accordance  with the Agreements  was,
      at the respective times of such signing and delivery,  and is, as of the
      date hereof,  duly elected or  appointed,  qualified  and acting as such
      officer  or  attorney-in-fact,   and  the  signatures  of  such  persons
      appearing on such documents are their genuine signatures.

4.    Each of the Agreements,  the Custodial Agreement and the Mortgage Loans,
      has been duly  authorized,  executed and delivered by the Company and is
      a legal, valid and binding agreement  enforceable in accordance with its
      terms,    subject   to   the   effect   of   insolvency,    liquidation,
      conservatorship  and other  similar  laws  administered  by the  Federal
      Deposit  Insurance  Corporation  affecting the  enforcement  of contract
      obligations  of  insured  banks and  subject to the  application  of the
      rules  of  equity,   including  those  respecting  the  availability  of
      specific  performance,  none of which will materially interfere with the
      realization of the benefits provided  thereunder or with the Purchaser's
      ownership of the Mortgage Loans.

5.    The Company  has been duly  authorized  to allow any of its  officers to
      execute any and all  documents  by original or  facsimile  signature  in
      order to complete the  transactions  contemplated  by the Agreements and
      the Custodial  Agreement and in order to execute the endorsements to the
      Mortgage Notes and the  assignments  of the Mortgages,  and the original
      or  facsimile  signature  of the  officer at the Company  executing  the
      Agreements,  the Custodial  Agreement,  the endorsements to the Mortgage
      Notes and the  assignments  of the  Mortgages  represents  the legal and
      valid signature of said officer of the Company.

6.    Either (i) 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 the
      Agreements,  the  Custodial  Agreement  or the sale and  delivery of the
      Mortgage Loans or the consummation of the  transactions  contemplated by
      the  Agreements  and  the  Custodial  Agreement;  or (ii)  any  required
      consent,  approval,  authorization  or order  has been  obtained  by the
      Company.

7.    Neither the  consummation of the  transactions  contemplated by, nor the
      fulfillment of the terms of the Agreements and the Custodial  Agreement,
      will  conflict  with or  results  in or will  result  in a breach  of or
      constitutes  or will  constitute a default  under the charter or by-laws
      of the  Company,  the  terms  of any  indenture  or other  agreement  or
      instrument  to which the  Company  is a party or by which it is bound or
      to  which it is  subject,  or  violates  any  statute  or  order,  rule,
      regulations,  writ,  injunction  or  decree of any  court,  governmental
      authority  or  regulatory  body to which the  Company  is  subject or by
      which it is bound.
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8.    There is no action,  suit,  proceeding or  investigation  pending or, to
      the best of my knowledge,  threatened  against the Company which,  in my
      opinion,  either in any one instance or in the aggregate,  may result in
      any  material  adverse  change in the  business,  operations,  financial
      condition,  properties  or  assets  of the  Company  or in any  material
      impairment  of the  right  or  ability  of the  Company  to carry on its
      business  substantially as now conducted or in any material liability on
      the part of the Company or which would draw into  question  the validity
      of the Agreements,  and the Custodial Agreement,  or of any action taken
      or  to  be  taken  in  connection  with  the  transactions  contemplated
      thereby,  or which would be likely to impair  materially  the ability of
      the  Company  to  perform  under  the  terms of the  Agreements  and the
      Custodial Agreement.

9.    For  purposes  of the  foregoing,  I have  not  regarded  any  legal  or
      governmental  actions,  investigations or proceedings to be "threatened"
      unless the potential  litigant or governmental  authority has manifested
      to the legal  department  of the  Company or an  employee of the Company
      responsible  for the receipt of process a present  intention to initiate
      such  proceedings;  nor  have  I  regarded  any  legal  or  governmental
      actions,  investigations  or  proceedings  as  including  those that are
      conducted  by state or  federal  authorities  in  connection  with their
      routine  regulatory  activities.  The  sale of each  Mortgage  Note  and
      Mortgage  as  and in  the  manner  contemplated  by  the  Agreements  is
      sufficient  fully to  transfer  all  right,  title and  interest  of the
      Company  thereto as noteholder and  mortgagee,  apart from the rights to
      service the Mortgage Loans pursuant to the Agreements.

10.   The form of endorsement  that is to be used with respect to the Mortgage
      Loans is legally  valid and  sufficient  to duly  endorse  the  Mortgage
      Notes to the Purchaser.  Upon the  completion of the  endorsement of the
      Mortgage Notes and the  completion of the  assignments of the Mortgages,
      and the recording  thereof,  the endorsement of the Mortgage Notes,  the
      delivery  to  the  Custodian  of  the  completed   assignments   of  the
      Mortgages,  and the delivery of the original  endorsed Mortgage Notes to
      the  Custodian  would be  sufficient  to permit the entity to which such
      Mortgage Note is initially  endorsed at the Purchaser's  direction,  and
      to whom such  assignment  of  Mortgages  is  initially  assigned  at the
      Purchaser's  direction,  to avail  itself  of all  protection  available
      under  applicable  law  against  the  claims  of any  present  or future
      creditors of the Company,  and would be  sufficient to prevent any other
      sale,  transfer,  assignment,  pledge or  hypothecation of the Mortgages
      and the Mortgage Notes by the Company from being enforceable.

This  opinion is given to you for your sole  benefit,  and no other  person or
entity is entitled to rely hereon  except that the  purchaser or purchasers to
which you  initially and directly  resell the Mortgage  Loans may rely on this
opinion as if it were addressed to them as of its date.

Sincerely,
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