EXECUTION VERSION

                        MORTGAGE LOAN PURCHASE AGREEMENT

            This is a Mortgage Loan Purchase Agreement (this "Agreement"), dated
March 14, 2006, among OPTION ONE MORTGAGE CORPORATION, a California corporation
(the "Responsible Party"), CARRINGTON SECURITIES, LP, a Delaware limited
partnership (the "Seller") and STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., a
Delaware limited liability company (the "Purchaser").

                              Preliminary Statement

            The Seller intends to sell the Mortgage Loans (as hereinafter
identified) to the Purchaser on the terms and subject to the conditions set
forth in this Agreement. The Purchaser intends to deposit the Mortgage Loans
into a mortgage pool comprising the Trust Fund. The Trust Fund will be evidenced
by a single series of mortgage pass-through certificates designated as
Carrington Mortgage Loan Trust, Series 2006-OPT1 Asset Backed Pass-Through
Certificates (the "Certificates"). The Certificates will consist of eighteen
classes of certificates and will be issued pursuant to a Pooling and Servicing
Agreement, dated as of March 1, 2006 (the "Pooling and Servicing Agreement"),
among the Depositor as depositor, Option One Mortgage Corporation as servicer
(the "Servicer") and Wells Fargo Bank, N.A. as trustee (the "Trustee").
Capitalized terms used but not defined herein shall have the meanings set forth
in Appendix A to the Pooling and Servicing Agreement.

            The parties hereto agree as follows:

            SECTION 1  Agreement to Purchase. The Seller agrees to sell and the
Purchaser agrees to purchase, on or before March 14, 2006 (the "Closing Date"),
certain adjustable-rate and fixed-rate, interest-only, balloon and
fully-amortizing, first lien and second lien, closed-end, subprime mortgage
loans purchased by the Seller from the Responsible Party (the "Mortgage Loans"),
having a scheduled principal balance as of the close of business on March 1,
2006 (the "Cut-off Date") of approximately $1,015,025,383 (the "Closing
Balance"), after giving effect to all payments due on the Mortgage Loans on or
before the Cut-off Date, whether or not received including the right to any
Prepayment Charges payable by the related Mortgagors in connection with any
Principal Prepayments on the Mortgage Loans, on a Responsible Party
servicing-retained basis.

            SECTION 2  Mortgage Loan Schedule. The Purchaser and the Seller have
agreed upon which of the Mortgage Loans are to be purchased by the Purchaser
pursuant to this Agreement and the Seller will prepare or cause to be prepared
on or prior to the Closing Date a final schedule (the "Closing Schedule") that
shall describe such Mortgage Loans and set forth all of the Mortgage Loans to be
purchased under this Agreement, including the Prepayment Charges. The Closing
Schedule will conform to the requirements set forth in this Agreement and, with
respect to the Mortgage Loans subject to this Agreement, to the definition of
"Mortgage Loan Schedule" under the Pooling and Servicing Agreement. The Closing
Schedule shall be used as part of the Mortgage Loan Schedule under the Pooling
and Servicing Agreement and shall be based on information provided by the
Responsible Party.




            SECTION 3  Consideration.

            (a)     In consideration for the Mortgage Loans to be purchased
hereunder, the Purchaser shall, as described in Section 8, pay to or upon the
order of the Seller in immediately available funds an amount (the "Purchase
Price") equal to (i) the net sale proceeds of the Class A Certificates and the
Mezzanine Certificates (other than the Class M-10 Certificates) and (ii) the
Class M-10 Certificates, the Class CE Certificates and the Class P Certificates.

            (b)     The Purchaser or any assignee, transferee or designee of the
Purchaser shall be entitled to all scheduled payments of principal due after the
Cut-off Date, all other payments of principal due and collected after the
Cut-off Date, and all payments of interest on the Mortgage Loans allocable to
the period after the Cut-off Date. All scheduled payments of principal and
interest due on or before the Cut-off Date and collected after the Cut-off Date
shall belong to the Responsible Party.

            (c)     Pursuant to the Pooling and Servicing Agreement, the
Purchaser will assign all of its right, title and interest in and to the
Mortgage Loans, together with its rights under this Agreement, to the Trustee
for the benefit of the Certificateholders.

            SECTION 4  Transfer of the Mortgage Loans.

            (a)     Possession of Mortgage Files. The Seller does hereby sell,
and in connection therewith hereby assigns, to the Purchaser, effective as of
the Closing Date, without recourse but subject to the terms of this Agreement,
all of its right, title and interest in, to and under the Mortgage Loans,
including the related Prepayment Charges. The contents of each Mortgage File not
delivered to the Purchaser or to any assignee, transferee or designee of the
Purchaser on or prior to the Closing Date are and shall be held in trust by the
Seller for the benefit of the Purchaser or any assignee, transferee or designee
of the Purchaser. Upon the sale of the Mortgage Loans, the ownership of each
Mortgage Note, the related Mortgage and the other contents of the related
Mortgage File is vested in the Purchaser and the ownership of all records and
documents with respect to the related Mortgage Loan prepared by or that come
into the possession of the Seller on or after the Closing Date shall immediately
vest in the Purchaser and shall be delivered immediately to the Purchaser or as
otherwise directed by the Purchaser.

            (b)     Delivery of Mortgage Loan Documents. The Seller will, on or
prior to the Closing Date, deliver or cause to be delivered to the Purchaser or
any assignee, transferee or designee of the Purchaser each of the following
documents for each Mortgage Loan:

            (i)     the original Mortgage Note, endorsed in blank or in the
      following form "Pay to the order of Wells Fargo Bank, N.A., as Trustee
      under the applicable agreement, without recourse," with all prior and
      intervening endorsements showing a complete chain of endorsement from the
      originator to the Person so endorsing to the Trustee;

            (ii)    the original Mortgage with evidence of recording thereon,
      and the original recorded power of attorney, if the Mortgage was executed
      pursuant to a power of attorney, with evidence of recording thereon;

            (iii)   an original Assignment in blank;


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            (iv)    the original recorded Assignment or Assignments showing a
      complete chain of assignment from the originator to the Person assigning
      the Mortgage to the Trustee as contemplated by the immediately preceding
      clause (iii);

            (v)     the original or copies of each assumption, modification or
      substitution agreement, if any; and

            (vi)    the original lender's title insurance policy or, if the
      original title policy has not been issued, the irrevocable commitment to
      issue the same.

            With respect to a maximum of approximately 2.0% of the Original
Mortgage Loans, by outstanding principal balance of the Original Mortgage Loans
as of the Cut-off Date, if any original Mortgage Note referred to in Section
4(b)(i) above cannot be located, the obligations of the Seller to deliver such
documents shall be deemed to be satisfied upon delivery to the Purchaser of a
photocopy of such Mortgage Note, if available, with a lost note affidavit
substantially in the form of Exhibit H attached to the Pooling and Servicing
Agreement. If any of the original Mortgage Notes for which a lost note affidavit
was delivered to the Purchaser is subsequently located, such original Mortgage
Note shall be delivered to the Purchaser within three Business Days.

            If any of the documents referred to in Sections 4(b)(ii), (iii) or
(iv) above has, as of the Closing Date, been submitted for recording but either
(x) has not been returned from the applicable public recording office or (y) has
been lost or such public recording office has retained the original of such
document, the obligations of the Seller to deliver such documents shall be
deemed to be satisfied upon (1) delivery to the Purchaser of a copy of each such
document certified by the Responsible Party in the case of (x) above or the
applicable public recording office in the case of (y) above to be a true and
complete copy of the original that was submitted for recording and (2) if such
copy is certified by the Responsible Party, delivery to the Purchaser promptly
upon receipt thereof of either the original or a copy of such document certified
by the applicable public recording office to be a true and complete copy of the
original. Notice shall be provided to the Purchaser, the Trustee and the Rating
Agencies by the Seller if delivery pursuant to clause (2) above will be made
more than 180 days after the Closing Date. If the original lender's title
insurance policy was not delivered pursuant to Section 4(b)(vi) above, the
Seller shall deliver or cause to be delivered to the Purchaser, promptly after
receipt thereof, the original lender's title insurance policy. The Seller shall
deliver or cause to be delivered to the Purchaser promptly upon receipt thereof
any other original documents constituting a part of a Mortgage File received
with respect to any Mortgage Loan, including, but not limited to, any original
documents evidencing an assumption or modification of any Mortgage Loan.

            The Seller shall (at the expense of the Responsible Party) promptly
(within sixty Business Days following the later of the Closing Date and the date
of receipt by the Seller of the recording information for a Mortgage, but in no
event later than ninety days following the Closing Date) submit or cause to be
submitted for recording, at no expense to the Trust Fund, the Trustee or the
Purchaser, in the appropriate public office for real property records, each
Assignment referred to in Sections 4(b)(iii) and (iv) above and the Seller shall
execute each original Assignment or cause each original Assignment to be
executed in the following form: "Wells Fargo Bank, N.A., as Trustee under the
applicable agreement." In the event that any such


                                       -3-



Assignment is lost or returned unrecorded because of a defect therein, the
Seller shall promptly prepare or cause to be prepared a substitute Assignment or
cure or cause to be cured such defect, as the case may be, and thereafter cause
each such Assignment to be duly recorded.

            Notwithstanding the foregoing, however, for administrative
convenience and facilitation of servicing and to reduce closing costs, the
Assignments shall not be required to be submitted for recording (except with
respect to any Mortgage Loan located in Maryland) unless the Trustee or the
Purchaser receives notice that such failure to record would result in a
withdrawal or a downgrading by any Rating Agency of the rating on any Class of
Certificates; provided, however, the Seller shall submit or cause to be
submitted each Assignment for recording in the manner described above, at the
expense of the Responsible Party and at no expense to the Trust Fund or the
Trustee, upon the earliest to occur of: (i) written direction by Holders of
Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence
of a Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency
or foreclosure relating to the Servicer, (iv) the occurrence of a servicing
transfer as described in Section 7.02 of the Pooling and Servicing Agreement,
(v) with respect to any one Assignment, the occurrence of a bankruptcy,
insolvency or foreclosure relating to the Mortgagor under the related Mortgage
and (vi) any Mortgage Loan that is 90 days or more delinquent. Upon receipt of
written notice that recording of the Assignments is required pursuant to one or
more of the conditions set forth in the preceding sentence, the Seller shall be
required to deliver such Assignments or shall cause such Assignments to be
delivered within 30 days following receipt of such notice.

            Each original document relating to a Mortgage Loan which is not
delivered to the Purchaser or its assignee, transferee or designee, if held by
the Seller, shall be so held for the benefit of the Purchaser, its assignee,
transferee or designee.

            (c)     Acceptance of Mortgage Loans. The documents delivered
pursuant to Section 4(b) hereof shall be reviewed by the Purchaser or any
assignee, transferee or designee of the Purchaser at any time before or after
the Closing Date (and with respect to each document permitted to be delivered
after the Closing Date, within seven days of its delivery) to ascertain that all
required documents have been executed and received and that such documents
relate to the Mortgage Loans identified on the Mortgage Loan Schedule.

            (d)     Transfer of Interest in Agreements. The Purchaser has the
right to assign its interest under this Agreement, in whole or in part, to the
Trustee, as may be required to effect the purposes of the Pooling and Servicing
Agreement, without the consent of the Seller or the Responsible Party, and the
assignee shall succeed to the rights and obligations hereunder of the Purchaser.
Any expense reasonably incurred by or on behalf of the Purchaser or the Trustee
in connection with enforcing any obligations of the Seller or the Responsible
Party under this Agreement will be promptly reimbursed by the Seller or the
Responsible Party, as applicable.

            (e)     Examination of Mortgage Files. Prior to the Closing Date,
the Seller shall either (i) deliver in escrow to the Purchaser, or to any
assignee, transferee or designee of the Purchaser for examination, the Mortgage
File pertaining to each Mortgage Loan or (ii) make such Mortgage Files available
to the Purchaser or to any assignee, transferee or designee of the Purchaser for
examination. Such examination may be made by the Purchaser or the Trustee, and
their respective designees, upon reasonable notice to the Seller during normal
business hours


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before the Closing Date and within 60 days after the Closing Date. If any such
person makes such examination prior to the Closing Date and identifies any
Mortgage Loans that do not conform to the requirements of the Purchaser as
described in this Agreement, such Mortgage Loans shall be deleted from the
Closing Schedule. The Purchaser may, at its option and without notice to the
Seller, purchase all or part of the Mortgage Loans without conducting any
partial or complete examination. The fact that the Purchaser or any person has
conducted or has failed to conduct any partial or complete examination of the
Mortgage Files shall not affect the rights of the Purchaser or any assignee,
transferee or designee of the Purchaser to demand repurchase or other relief as
provided herein or under the Pooling and Servicing Agreement.

            SECTION 5  Representations, Warranties and Covenants of the
                       Responsible Party and the Seller.

            (a)     The Responsible Party hereby represents and warrants to the
Seller and the Purchaser, as of the date hereof and as of the Closing Date, and
covenants, that:

            (i)     The Responsible Party is duly organized, validly existing
      and in good standing under the laws of the state of California and is and
      will remain in compliance with the laws of each state in which any
      Mortgaged Property is located to the extent necessary to ensure the
      enforceability of each Mortgage Loan and the servicing of the Mortgage
      Loan in accordance with the terms of this Agreement. No licenses or
      approvals obtained by the Responsible Party have been suspended or revoked
      by any court, administrative agency, arbitrator or governmental body and
      no proceedings are pending which might result in such suspension or
      revocation;

            (ii)    The Responsible Party has the full power and authority to
      hold each Mortgage Loan, to sell each Mortgage Loan, and to execute,
      deliver and perform, and to enter into and consummate, all transactions
      contemplated by this Agreement. The Responsible Party has duly authorized
      the execution, delivery and performance of this Agreement, has duly
      executed and delivered this Agreement, and this Agreement, assuming due
      authorization, execution and delivery by the Purchaser, constitutes a
      legal, valid and binding obligation of the Responsible Party, enforceable
      against it in accordance with its terms except to the extent that (i) the
      enforceability thereof may be limited by bankruptcy, insolvency,
      moratorium, receivership, reorganization, or other similar laws relating
      to creditors' rights generally and (ii) the remedy of specific performance
      and injunctive relief and other forms of equitable relief may be subject
      to the equitable defenses and to the discretion of the court before which
      any proceeding therefore may be brought;

            (iii)   The execution and delivery of this Agreement by the
      Responsible Party and the performance of and compliance with the terms of
      this Agreement will not violate the Responsible Party's articles of
      incorporation or by-laws or constitute a material default under or result
      in a material breach or acceleration of, any material contract, agreement
      or other instrument to which the Responsible Party is a party or which may
      be applicable to the Responsible Party or its assets;


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            (iv)    The Responsible Party is not in violation of, and the
      execution and delivery of this Agreement by the Responsible Party and its
      performance and compliance with the terms of this Agreement will not
      constitute a violation with respect to, any order or decree of any court
      or any order or regulation of any federal, state, municipal or
      governmental agency having jurisdiction over the Responsible Party or its
      assets, which violation might have consequences that would materially and
      adversely affect the condition (financial or otherwise) or the operation
      of the Responsible Party or its assets or might have consequences that
      would materially and adversely affect the performance of its obligations
      and duties hereunder;

            (v)     The Responsible Party does not believe, nor does it have any
      reason or cause to believe, that it cannot perform each and every covenant
      of the Responsible Party contained in this Agreement;

            (vi)    There are no actions or proceedings against, or
      investigations of, the Responsible Party before any court, administrative
      or other tribunal (A) that might prohibit its entering into this
      Agreement, (B) seeking to prevent the consummation of the transactions
      contemplated by this Agreement or (C) that might prohibit or materially
      and adversely affect the performance by the Responsible Party of its
      obligations under, or the validity or enforceability of, this Agreement

            (vii)   No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Responsible Party of, or compliance by the Responsible
      Party with, this Agreement or the consummation of the transactions
      contemplated by this Agreement, except for such consents, approvals,
      authorizations or orders, if any, that have been obtained prior to the
      Closing Date;

            (viii)  The consummation of the transactions contemplated by this
      Agreement are in the ordinary course of business of the Responsible Party;
      and

            (ix)    Neither this Agreement nor any written statement, report or
      other document prepared and furnished by the Responsible Party pursuant to
      this Agreement or in connection with the transactions contemplated hereby
      contains any untrue statement of material fact or omits to state a
      material fact necessary to make the statements contained herein or therein
      not misleading;

            (b)     The Seller hereby represents and warrants to the Responsible
Party and the Purchaser, as of the date hereof and as of the Closing Date, and
covenants, that:

            (i)     The Seller is duly organized, validly existing and in good
      standing as a limited partnership under the laws of the State of Delaware
      with full limited partnership power and authority to conduct its business
      as presently conducted by it to the extent material to the consummation of
      the transactions contemplated herein. The Seller has the full limited
      partnership power and authority to own the Mortgage Loans and to transfer
      and convey the Mortgage Loans to the Purchaser and has the full limited
      partnership


                                       -6-



      power and authority to execute and deliver, engage in the transactions
      contemplated by, and perform and observe the terms and conditions of this
      Agreement;

            (ii)    The Seller has duly authorized the execution, delivery and
      performance of this Agreement, has duly executed and delivered this
      Agreement, and this Agreement, assuming due authorization, execution and
      delivery by the Responsible Party and the Purchaser, constitutes a legal,
      valid and binding obligation of the Seller, enforceable against it in
      accordance with its terms except as the enforceability thereof may be
      limited by bankruptcy, insolvency or reorganization;

            (iii)   The execution, delivery and performance of this Agreement by
      the Seller (x) does not conflict and will not conflict with, does not
      breach and will not result in a breach of and does not constitute and will
      not constitute a default (or an event, which with notice or lapse of time
      or both, would constitute a default) under (A) any terms or provisions of
      the certificate of formation or limited partnership agreement of the
      Seller, (B) any term or provision of any material agreement, contract,
      instrument or indenture, to which the Seller is a party or by which the
      Seller or any of its property is bound or (C) any law, rule, regulation,
      order, judgment, writ, injunction or decree of any court or governmental
      authority having jurisdiction over the Seller or any of its property and
      (y) does not create or impose and will not result in the creation or
      imposition of any lien, charge or encumbrance which would have a material
      adverse effect upon the Mortgage Loans or any documents or instruments
      evidencing or securing the Mortgage Loans;

            (iv)    No consent, approval, authorization or order of,
      registration or filing with, or notice on behalf of the Seller to any
      governmental authority or court is required, under federal laws or the
      laws of the State of Delaware, for the execution, delivery and performance
      by the Seller of, or compliance by the Seller with, this Agreement or the
      consummation by the Seller of any other transaction contemplated hereby;
      provided, however, that the Seller makes no representation or warranty
      regarding federal or state securities laws in connection with the sale or
      distribution of the Certificates;

            (v)     This Agreement does not contain any untrue statement of
      material fact or omit to state a material fact necessary to make the
      statements contained herein not misleading. The written statements,
      reports and other documents furnished by the Seller pursuant to this
      Agreement or in connection with the transactions contemplated hereby taken
      in the aggregate do not contain any untrue statement of material fact or
      omit to state a material fact necessary to make the statements contained
      therein not misleading;

            (vi)    The Seller is not in violation of, and the execution and
      delivery of this Agreement by the Seller and its performance and
      compliance with the terms of this Agreement will not constitute a
      violation with respect to, any order or decree of any court or any order
      or regulation of any federal, state, municipal or governmental agency
      having jurisdiction over the Seller or its assets, which violation might
      have consequences that would materially and adversely affect the condition
      (financial or otherwise) or the operation of the Seller or its assets or
      might have consequences that would materially and adversely affect the
      performance of its obligations and duties hereunder;


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            (vii)   The Seller 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;

            (viii)  Immediately prior to the sale of the Mortgage Loans to the
      Purchaser as herein contemplated, the Seller will be the owner of the
      related Mortgage and the indebtedness evidenced by the related Mortgage
      Note, and, upon the payment to the Seller of the Purchase Price, in the
      event that the Seller retains or has retained record title, the Seller
      shall retain such record title to each Mortgage, each related Mortgage
      Note and the related Mortgage Files with respect thereto in trust for the
      Purchaser as the owner thereof from and after the date hereof;

            (ix)    There are no actions or proceedings against, or
      investigations known to it of, the Seller before any court, administrative
      or other tribunal (A) that might prohibit its entering into this
      Agreement, (B) seeking to prevent the sale of the Mortgage Loans by the
      Seller or the consummation of the transactions contemplated by this
      Agreement or (C) that might prohibit or materially and adversely affect
      the performance by the Seller of its obligations under, or validity or
      enforceability of, this Agreement;

            (x)     The consummation of the transactions contemplated by this
      Agreement are in the ordinary course of business of the Seller, and the
      transfer, assignment and conveyance of the Mortgage Notes and the
      Mortgages by the Seller are not subject to the bulk transfer or any
      similar statutory provisions;

            (xi)    The Seller has not dealt with any broker, investment banker,
      agent or other person, except for the Purchaser or any of its affiliates,
      that may be entitled to any commission or compensation in connection with
      the sale of the Mortgage Loans;

            (xii)   There is no litigation currently pending or, to the best of
      the Seller's knowledge without independent investigation, threatened
      against the Seller that would reasonably be expected to adversely affect
      the transfer of the Mortgage Loans, the issuance of the Certificates or
      the execution, delivery, performance or enforceability of this Agreement,
      or that would result in a material adverse change in the financial
      condition of the Seller;

            (xiii)  The Seller is solvent and will not be rendered insolvent by
      the consummation of the transactions contemplated hereby. The Seller is
      not transferring any Mortgage loan with any intent to hinder, delay or
      defraud any of its creditors; and

            (xiv)   The Seller makes each of the additional representations and
      warranties set forth on Schedule I hereto.

            SECTION 6  Representations and Warranties of the Responsible Party
Relating to the Mortgage Loans.

            The Responsible Party hereby represents and warrants to the Seller
and the Purchaser that as to each Mortgage Loan as of the Closing Date or as of
such other date as specified herein:


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            (1)     The information set forth in the Mortgage Loan Schedule is
      complete, true and correct as of the Cut-off Date;

            (2)     The Mortgage Loan is in compliance with all requirements set
      forth in the Mortgage Loan Schedule, and the characteristics of the
      related Mortgage Loan as set forth in the Mortgage Loan Schedule are true
      and correct; provided, however, that in the event of any conflict between
      the terms (i.e. terms contradict each other, as opposed to containing
      non-contradictory additional terms) of the Mortgage Loan Schedule and this
      Agreement, this Agreement shall control;

            (3)     Each document or instrument in the related Mortgage File is
      in a form generally acceptable to prudent mortgage lenders that regularly
      originate or purchase mortgage loans comparable to the Mortgage Loans for
      sale to prudent investors in the secondary market that invest in mortgage
      loans such as the Mortgage Loans;

            (4)     Except for payments in the nature of Escrow Payments,
      including without limitation, taxes and insurance payments, the
      Responsible Party has not advanced funds, or induced, solicited or
      knowingly received any advance of funds from a party other than the owner
      of the related Mortgaged Property, directly or indirectly, for the payment
      of any amount required by the Mortgage Note or Mortgage, except for
      interest accruing from the date of the Mortgage Note or the date of
      disbursement of the Mortgage proceeds, whichever is greater, to the day
      which precedes by one month the Due Date of the first installment of
      principal and interest. No payment under the Mortgage Loan is more than
      thirty (30) days past due, nor has any payment under the Mortgage Loan
      been more than thirty (30) days past due at any time since origination.
      The first Monthly Payment was or shall be made with respect to the
      Mortgage Loan on its Due Date or prior to the Due Date of the second
      Monthly Payment, all in accordance with the terms of the related Mortgage
      Note;

            (5)     As of the date each Mortgage Loan was originated, there were
      no delinquent taxes, ground rents, water and municipal charges, sewer
      rents, assessments, primary insurance policy premiums, fire and hazard
      insurance premiums, leasehold payments, including assessments payable in
      future installments or other outstanding charges affecting the related
      Mortgaged Property, and to the best knowledge of the Responsible Party, as
      of the Closing Date, there are no delinquent taxes, primary insurance
      policy premiums, fire and hazard insurance premiums, or other outstanding
      charges that would jeopardize the lien priority of the Mortgage Loan;

            (6)     The terms of the Mortgage Note and the Mortgage have not
      been impaired, waived, altered or modified in any respect, except by
      written instruments, recorded, or in the process of being recorded, in the
      applicable public recording office if necessary to maintain the lien
      priority of the Mortgage, and which have been delivered or will be
      delivered to the Trustee on behalf of the Purchaser; the substance of any
      such waiver, alteration or modification has been approved by the insurer
      under any primary insurance policy or lender paid primary insurance
      policy, if any, and the title insurer, to the extent required by the
      related policy, and is reflected on the related Mortgage Loan Schedule. No
      instrument of waiver, alteration or modification has been executed, and no


                                       -9-



      Mortgagor has been released, in whole or in part, except in connection
      with an assumption agreement approved by the insurer under the primary
      insurance policy or lender paid primary insurance policy, if any, and the
      title insurer, to the extent required by the policy, and which assumption
      agreement has been delivered to the Trustee and the terms of which are
      reflected in the Mortgage Loan Schedule;

            (7)     The Mortgage Note and the Mortgage are not subject to any
      right of rescission, set-off, counterclaim or defense, including, without
      limitation, the defense of usury, nor will the operation of any of the
      terms of the Mortgage Note and/or the Mortgage, or the exercise of any
      right thereunder, render 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 the defense of usury and no such right
      of rescission, set-off, counterclaim or defense has been asserted with
      respect thereto;

            (8)     All buildings or other improvements upon the Mortgaged
      Property are insured by an insurer acceptable to Fannie Mae and Freddie
      Mac against loss by fire, hazards of extended coverage and such other
      hazards as are customary in the area where the Mortgaged Property is
      located, pursuant to insurance policies conforming to the requirements of
      the Pooling and Servicing Agreement. All such insurance policies contain a
      standard mortgagee clause naming Option One Mortgage Corporation, its
      successors and assigns as mortgagee and all premiums thereon have been
      paid. If the Mortgaged Property is in an area identified on a flood hazard
      map or flood insurance rate map issued by the Federal 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 with a
      generally acceptable insurance carrier, in the amount described in the
      Pooling and Servicing Agreement (and to the extent required in the Pooling
      and Servicing Agreement) is in effect, which policy conforms to the
      requirements of Fannie Mae and Freddie Mac. The Mortgage obligates the
      Mortgagor thereunder to obtain and maintain all such insurance at the
      Mortgagor's cost and expense, and on the Mortgagor's failure to do so,
      authorizes the holder of the Mortgage to obtain and maintain such
      insurance at Mortgagor's cost and expense and to seek reimbursement
      therefor from the Mortgagor. The hazard insurance policy is the valid and
      binding obligation of the insurer, is in full force and effect, and will
      be in full force and effect and inure to the benefit of the Responsible
      Party upon the consummation of the transactions contemplated by this
      Agreement. The Responsible Party has not engaged in, and has no knowledge
      of the Mortgagor's having engaged in, any act or omission which would
      impair the coverage of any such policy, the benefits of the endorsement
      provided for herein, or the validity and binding effect of either,
      including, without limitation, no unlawful fee, commission, kickback or
      other unlawful compensation or value of any kind has been or will be
      received, retained or realized by any attorney, firm or other person or
      entity, and no such unlawful items have been received, retained or
      realized by the Responsible Party;

            (9)     Any and all requirements of any federal, state or local law
      including, without limitation, usury, truth in lending, real estate
      settlement procedures, consumer credit protection, equal credit
      opportunity, fair housing or disclosure laws applicable to the origination
      and servicing of mortgage loans of a type similar to the Mortgage Loans


                                      -10-



      have been complied with and the consummation of the transactions
      contemplated hereby will not involve the violation of any such laws or
      regulations, and the Responsible Party 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;

            (10)    The Mortgage has not been satisfied, cancelled, 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 satisfaction,
      cancellation, subordination, rescission or release. The Responsible Party
      has not waived the performance by the Mortgagor of any action, if the
      Mortgagor's failure to perform such action would cause the Mortgage Loan
      to be in default, nor has the Responsible Party waived any default
      resulting from any action or inaction by the Mortgagor;

            (11)    The related Mortgage is properly recorded and is a valid,
      existing and enforceable (A) first lien and first priority security
      interest with respect to each Mortgage Loan which is indicated by the
      Responsible Party to be a first lien (as reflected on the related Mortgage
      Loan Schedule), or (B) second lien and second priority security interest
      with respect to each Mortgage Loan which is indicated by the Responsible
      Party to be a second lien Mortgage Loan (as reflected on the Mortgage Loan
      Schedule), in either case, on the Mortgaged Property, including all
      buildings and improvements 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 (a) the lien of current real property
      taxes and assessments not yet due and payable, (b) covenants, conditions
      and restrictions, rights of way, easements and other matters of the public
      record as of the date of recording being acceptable to prudent mortgage
      lending institutions generally and specifically referred to in the
      lender's title insurance policy delivered to the Responsible Party of the
      Mortgage Loan and which do not adversely affect the Value of the Mortgaged
      Property, (c) 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 and (d) with respect to
      each Mortgage Loan which is indicated by the Responsible Party to be a
      second lien Mortgage Loan (as reflected on the Mortgage Loan Schedule), a
      first lien on the Mortgaged Property. Any security agreement, chattel
      mortgage or equivalent document related to and delivered in connection
      with the Mortgage Loan establishes and creates a valid, existing and
      enforceable (A) first lien and first priority security interest with
      respect to each Mortgage Loan which is indicated by the Responsible Party
      to be a first lien (as reflected on the Mortgage Loan Schedule), or (B)
      second lien and second priority security interest with respect to each
      Mortgage Loan which is indicated by the Responsible Party to be a second
      lien Mortgage Loan (as reflected on the Mortgage Loan Schedule), in either
      case, on the property described therein and the Responsible Party has full
      right to sell and assign the same to the Purchaser. Except as otherwise
      disclosed on the related Mortgage Loan Schedule, with respect to each
      Mortgage Loan, the Mortgaged Property was not, as of the date of
      origination of the Mortgage Loan, subject to a


                                      -11-



      mortgage, deed of trust, deed to secure debt or other security instrument
      creating a lien subordinate to the lien of the Mortgage;

            (12)    The Mortgage Note and the related Mortgage are genuine and
      each is the legal, valid and binding obligation of the Mortgagor and
      enforceable by the Purchaser against such Mortgagor in accordance with its
      terms, except only as such enforcement may be limited by bankruptcy,
      insolvency, reorganization, moratorium or other similar laws affecting the
      enforcement of creditors' rights generally and by law;

            (13)    All parties to the Mortgage Note, the Mortgage and any other
      related agreement had legal capacity to enter into the Mortgage Loan, to
      execute and deliver the Mortgage Note, the Mortgage and any other related
      agreement and to pledge, grant or convey the interest therein purported to
      be conveyed, and the Mortgage Note, the Mortgage and any other related
      agreement have been duly and properly executed by such parties. The
      Mortgagor is a natural person either in an individual capacity or,
      provided that the related Mortgage is guaranteed by a natural person, as
      trustee for a family trust;

            (14)    The proceeds of the Mortgage Loan have been fully disbursed
      to or for the account of the Mortgagor and there is no obligation for the
      Mortgagee to advance additional funds thereunder and any and all
      requirements as to completion of any on-site or off-site improvement and
      as to disbursements of any escrow funds therefor have been complied with.
      All costs, fees and expenses incurred in making or closing the Mortgage
      Loan and the recording of the Mortgage have been paid, and the Mortgagor
      is not entitled to any refund of any amounts paid or due to the Mortgagee
      pursuant to the Mortgage Note or Mortgage;

            (15)    No proceeds from any Mortgage Loan were used to purchase
      single-premium credit insurance policies;

            (16)    No Mortgage Note or related Mortgage has been assigned or
      pledged by the Responsible Party.

            (17)    All parties which have had any interest in the Mortgage
      Loan, whether as originator, mortgagee, assignee, pledgee or otherwise,
      are (or, during the period in which they held and disposed of such
      interest, were): (A) organized under the laws of such state, or (B)
      qualified to do business in such state, or (C) federal savings and loan
      associations or national banks having principal offices in such state, or
      (D) not doing business in such state so as to require qualification or
      licensing, or (E) not otherwise required to be licensed in such state. All
      parties which have had any interest in the Mortgage Loan were in
      compliance with any and all applicable "doing business" and licensing
      requirements of the laws of the state wherein the Mortgaged Property is
      located or were not required to be licensed in such state;

            (18)    On the date of its origination and on the Closing Date, the
      Mortgage Loan was and is covered by an American Land Title Association ("
      ALTA ") ALTA lender's title insurance policy (which, in the case of an
      Adjustable Rate Mortgage Loan has an adjustable rate mortgage endorsement
      in the form of ALTA 6.0 or 6.1), or with respect to


                                      -12-



      any Mortgage Loan for which the related Mortgaged Property is located in
      California a CLTA lender's title insurance policy, or other form of policy
      or insurance acceptable to Fannie Mae and Freddie Mac, issued by a title
      insurer acceptable to Fannie Mae and Freddie Mac and qualified to do
      business in the jurisdiction where the Mortgaged Property is located,
      insuring (subject to the exceptions contained above in (11)(a) and (b)
      and, with respect to each Mortgage Loan which is indicated by the
      Responsible Party to be a second lien Mortgage Loan (as reflected on the
      Mortgage Loan Schedule), clause (d)) the Responsible Party, its successors
      and assigns as to the first priority lien of the Mortgage in the original
      principal amount of the Mortgage Loan and, with respect to any Adjustable
      Rate Mortgage Loan, against any loss by reason of the invalidity or
      unenforceability of the lien resulting from the provisions of the Mortgage
      providing for adjustment in the Mortgage Interest Rate and Monthly
      Payment. Additionally, such lender's title insurance policy affirmatively
      insures ingress and egress to and from the Mortgaged Property, and against
      encroachments by or upon the Mortgaged Property or any interest therein.
      The Responsible Party is the sole insured of such lender's title insurance
      policy, and such lender's title insurance policy is valid and remains in
      full force and effect and will be in full force and effect upon the
      consummation of the transactions contemplated by this Agreement. No claims
      have been made under such lender's title insurance policy, and no prior
      holder of the related Mortgage, including the Responsible Party, has done,
      by act or omission, anything which would impair the coverage of such
      lender's title insurance policy including, without limitation, no unlawful
      fee, commission, kickback or other unlawful compensation or value of any
      kind has been or will be received, retained or realized by any attorney,
      firm or other person or entity, and no such unlawful items have been
      received, retained or realized by the Responsible Party;

            (19)    There is no default, breach, violation or event of
      acceleration existing under the Mortgage or the Mortgage Note and no event
      which, with the passage of time or with notice and the expiration of any
      grace or cure period, would constitute a default, breach, violation or
      event of acceleration, and neither the Responsible Party nor any other
      entity involved in originating or servicing a Mortgage Loan has waived any
      default, breach, violation or event of acceleration. For purposes of the
      foregoing, a delinquent payment of less than thirty (30) days on a
      Mortgage Loan in and of itself shall not constitute a default, breach,
      violation or event of acceleration (or an event which, with the passage of
      time or with notice and the expiration of any grace or cure period, has
      occurred that would constitute a default, breach, violation or event of
      acceleration) with respect to such Mortgage Loan. With respect to each
      Mortgage Loan which is indicated by the Responsible Party to be a second
      lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) (i) the
      first lien is in full force and effect, (ii) there is no default, breach,
      violation or event of acceleration existing under such first lien mortgage
      or the related mortgage note, (iii) no event which, with the passage of
      time or with notice and the expiration of any grace or cure period, would
      constitute a default, breach, violation or event of acceleration
      thereunder, and either (A) the first lien mortgage contains a provision
      which allows or (B) applicable law requires, the mortgagee under the
      second lien Mortgage Loan to receive notice of, and affords such mortgagee
      an opportunity to cure any default by payment in full or otherwise under
      the first lien mortgage;


                                      -13-



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

            (21)    As of the date of origination of the Mortgage Loan, all
      improvements which were considered in determining the Value of the related
      Mortgaged Property lay wholly within the boundaries and building
      restriction lines of the Mortgaged Property, and no improvements on
      adjoining properties encroach upon the Mortgaged Property;

            (22)    The Mortgage Loan was originated by (i) the Responsible
      Party, (ii) by a correspondent mortgage banker or broker licensed or
      authorized to do business in the jurisdiction in which the related
      Mortgaged Property is located, applying the same standards and procedures
      used by the Responsible Party in originating Mortgage Loans directly or
      (iii) a savings and loan association, a savings bank, a commercial bank or
      similar banking institution which is supervised and examined by a federal
      or state authority, or by a mortgagee approved as such by the Secretary of
      HUD;

            (23)    Except with respect to interest only loans, principal
      payments on the Mortgage Loan shall commence (with respect to any newly
      originated Mortgage Loans) or commenced no more than sixty days after the
      proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears
      interest at the Mortgage Interest Rate. Except as otherwise disclosed on
      the related Mortgage Loan Schedule, with respect to each Mortgage Loan,
      the Mortgage Note is payable on the first day of each month in Monthly
      Payments, which, in the case of a Fixed Rate Mortgage Loans, are
      sufficient to fully amortize the original principal balance over the
      original term thereof, of not more than 30 years, and to pay interest at
      the related Mortgage Interest Rate, and, in the case of an Adjustable Rate
      Mortgage Loan, are changed on each Adjustment Date, and in any case, are
      sufficient to fully amortize the original principal balance over the
      original term thereof and to pay interest at the related Mortgage Interest
      Rate. The Index for each Adjustable Rate Mortgage Loan is as defined in
      the Mortgage Loan Schedule and the Mortgage Loan Schedule. The Mortgage
      Note does not permit negative amortization. No Mortgage Loan is a
      Convertible Mortgage Loan;

            (24)    The origination and collection practices used by the
      Responsible Party with respect to each Mortgage Note and Mortgage have
      been in all respects legal, proper, prudent and customary in the mortgage
      origination and servicing industry. The Mortgage Loan has been serviced by
      the Responsible Party and any predecessor servicer in accordance with the
      terms of the Mortgage Note. With respect to escrow deposits and Escrow
      Payments (other than with respect to each Mortgage Loan which is indicated
      by the Responsible Party to be a second lien Mortgage Loan and for which
      the mortgagee under the first lien is collecting Escrow Payments (as
      reflected on the Mortgage Loan Schedule)), if any, all such payments are
      in the possession of, or under the control of, the Responsible Party and
      there exist no deficiencies in connection therewith for which customary
      arrangements for repayment thereof have not been made. An escrow of funds
      is not prohibited by applicable law with respect to any Mortgage Loan for
      which such escrow of funds has been established. All Mortgage Interest
      Rate adjustments have been


                                      -14-



      made in strict compliance with state and federal law and the terms of the
      related Mortgage Note. If, pursuant to the terms of the Mortgage Note,
      another index was selected for determining the Mortgage Rate, the same
      index was used with respect to each Mortgage Note which required a new
      index to be selected, and such selection did not conflict with the terms
      of the related Mortgage Note. The Responsible Party or an Affiliate
      executed and delivered any and all notices required under applicable law
      and the terms of the related Mortgage Note and Mortgage regarding the
      Mortgage Interest Rate and the monthly payment adjustments. Any interest
      required to be paid pursuant to state, federal and local law has been
      properly paid and credited. No escrow deposits or Escrow Payments or other
      charges or payments due the Responsible Party have been capitalized under
      any Mortgage or the related Mortgage Note and no such escrow deposits or
      Escrow Payments are being held by the Responsible Party for any work on a
      Mortgaged Property which has not been completed;

            (25)    The Mortgaged Property is undamaged by waste, 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 were intended and there is
      no proceeding pending or threatened for the total or partial condemnation
      thereof nor is such a proceeding currently occurring;

            (26)    The Mortgage and related Mortgage Note contain 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, (a) in the
      case of a Mortgage designated as a deed of trust, by trustee's sale, and
      (b) otherwise by judicial or non-judicial foreclosure. Upon default by a
      Mortgagor on a Mortgage Loan and foreclosure on, or trustee's sale of, the
      Mortgaged Property pursuant to the proper procedures, the holder of the
      Mortgage Loan will be able to deliver good and merchantable title to the
      Mortgaged Property. The Mortgaged Property has not been subject to any
      bankruptcy proceeding or foreclosure proceeding and the Mortgagor has not
      filed for protection under applicable bankruptcy laws. There is no
      homestead or other exemption available to the Mortgagor which would
      materially interfere with the right to sell the Mortgaged Property at a
      trustee's sale or the right to foreclose the Mortgage subject to
      applicable federal and state laws and judicial precedent with respect to
      bankruptcy and rights of redemption. The Mortgagor has not notified the
      Responsible Party and the Responsible Party has no knowledge of any relief
      requested or allowed to the Mortgagor under the Servicemembers Civil
      Relief Act, as amended;

            (27)    The Mortgage Loan was underwritten in accordance with the
      Underwriting Guidelines of the Responsible Party in effect at the time the
      Mortgage Loan was originated; and the Mortgage Note and Mortgage are on
      forms acceptable to prudent mortgage lending institutions in the secondary
      market;

            (28)    The Mortgage Note is not and has not been secured by any
      collateral except the lien of the corresponding Mortgage on the Mortgaged
      Property and the security interest of any applicable security interest or
      chattel mortgage referred to in (11) above;


                                      -15-



            (29)    The Mortgage Note is comprised of one original promissory
      note and each such promissory note constitutes an "instrument" for
      purposes of Section 102(a)(47) of the Uniform Commercial Code;

            (30)    The Mortgage File contains an appraisal of the related
      Mortgaged Property which (A) satisfied the standards of Fannie Mae and
      Freddie Mac, (B) was conducted generally in accordance with the
      Responsible Party's underwriting guidelines and included an assessment of
      the fair market value of the related Mortgaged Property at the time of
      such appraisal, and (C) was made and signed, prior to the approval of the
      Mortgage Loan application, by a qualified appraiser who had no interest,
      direct or indirect in the Mortgaged Property or in any loan made on the
      security thereof, whose compensation is not affected by the approval or
      disapproval of the Mortgage Loan and who met the minimum qualifications of
      Fannie Mae and Freddie Mac. Each appraisal of the Mortgage Loan was made
      in accordance with the relevant provisions of the Financial Institutions
      Reform, Recovery, and Enforcement Act of 1989;

            (31)    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 Purchaser to the
      trustee under the deed of trust, except in connection with a trustee's
      sale after default by the Mortgagor;

            (32)    No Mortgage Loan contains provisions pursuant to which
      Monthly Payments are (a) paid or partially paid with funds deposited in
      any separate account established by the Responsible Party, the Mortgagor,
      or anyone on behalf of the Mortgagor, (b) paid by any source other than
      the Mortgagor or (c) contains any other similar provisions which may
      constitute a "buydown" provision. The Mortgage Loan is not a graduated
      payment mortgage loan and the Mortgage Loan does not have a shared
      appreciation or other contingent interest feature;

            (33)    The Mortgagor has executed a statement to the effect that
      the Mortgagor has received all disclosure materials required by and the
      Responsible Party has complied with all applicable law with respect to the
      making of fixed rate mortgage loans in the case of Fixed Rate Mortgage
      Loans, and adjustable rate mortgage loans in the case of Adjustable Rate
      Mortgage Loans and rescission materials with respect to Refinanced
      Mortgage Loans, and such statement is and will remain in the Mortgage
      File;

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

            (35)    The Mortgaged Property is lawfully occupied under applicable
      law; 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. No
      improvement located on or being part of any Mortgaged Property is in
      violation of any applicable zoning law or regulation. To the best of the
      Responsible Party's knowledge


                                      -16-



      and with respect to each Mortgage Loan that is covered by a Primary
      Mortgage Insurance Policy, the improvement(s) located on or being part of
      the related Mortgaged Property were constructed in accordance with the
      specifications set forth in the original construction plans;

            (36)    No error, omission, misrepresentation, negligence, fraud or
      similar occurrence with respect to the origination, modification or
      amendment of any Mortgage Loan has taken place on the part of the
      Responsible Party, and to the best of Company's knowledge, on the part of
      any person, including without limitation the Mortgagor, any appraiser, any
      builder or developer, or any other party involved in the origination of
      the Mortgage Loan or in the application of any insurance in relation to
      such Mortgage Loan and the documents, instruments and agreements submitted
      for loan underwriting were not falsified and contain no untrue statement
      of material fact or omit to state a material fact required to be stated
      therein or necessary to make the information and statements therein not
      misleading;

            (37)    Each original Mortgage was recorded and all subsequent
      assignments of the original Mortgage (other than the assignment to the
      Purchaser) have been recorded, or are in the process of being recorded, in
      the appropriate jurisdictions wherein such recordation is necessary to
      perfect the lien thereof as against creditors of the Seller. 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;

            (38)    Any principal advances made to the Mortgagor after the date
      of origination of a Mortgage Loan but prior to the Cut-off Date have been
      consolidated with the outstanding principal amount secured by the
      Mortgage, and the secured principal amount, as consolidated, bears a
      single interest rate and single repayment term reflected on the Mortgage
      Loan Schedule. The lien of the Mortgage securing the consolidated
      principal amount is expressly insured as having (A) first lien priority
      with respect to each Mortgage Loan which is indicated by the Responsible
      Party to be a first lien (as reflected on the Mortgage Loan Schedule) or
      (B) second lien priority with respect to each Mortgage Loan which is
      indicated by the Responsible Party to be a second lien Mortgage Loan (as
      reflected on the Mortgage Loan Schedule), in either case, by a title
      insurance policy, an endorsement to the policy insuring the mortgagee's
      consolidated interest or by other title evidence acceptable to Fannie Mae
      and Freddie Mac. The consolidated principal amount does not exceed the
      original principal amount of the related Mortgage Loan;

            (39)    Approximately 19.11% of the Mortgage Loans have a balloon
      payment feature;

            (40)    Each Mortgaged Property consists of a fee simple interest in
      a single parcel of real property improved by a Residential Dwelling. If
      the Residential Dwelling on the Mortgaged Property is a condominium unit
      or a unit in a planned unit development (other than a de minimis planned
      unit development) such condominium or planned unit development project
      meets the eligibility requirements of Fannie Mae and Freddie Mac;


                                      -17-



            (41)    With respect to each Mortgage Loan secured by a manufactured
      home: (A) the manufactured home is permanently affixed to a foundation
      which is suitable for the soil conditions of the site; (B) all
      foundations, both perimeter and interior, have footings that are located
      below the frost line; (C) any wheels, axles and trailer hitches are
      removed from such manufactured home; and (D) the related Mortgage Loan is
      covered under a standard real estate title insurance policy that
      identifies the manufactured home as part of the real property and insures
      or indemnifies against any loss if the manufactured home is determined not
      to be part of the real property;

            (42)    Each Mortgage Loan originated in the state of Texas pursuant
      to Article XVI, Section 50(a)(6) of the Texas Constitution (a " Texas
      Refinance Loan ") has been originated in compliance with the provisions of
      Article XVI, Section 50(a)(6) of the Texas Constitution, Texas Civil
      Statutes and the Texas Finance Code. With respect to each Texas Refinance
      Loan that is a Cash Out Refinancing, the related Mortgage Loan documents
      state that the Mortgagor may prepay such Texas Refinance Loan in whole or
      in part without incurring a Prepayment Charge. The Responsible Party does
      not collect any such Prepayment Charges in connection with any such Texas
      Refinance Loan;

            (43)    Interest on each Mortgage Loan is calculated on the basis of
      a 360-day year consisting of twelve 30-day months;

            (44)    There is no pending action or proceeding directly involving
      the Mortgaged Property in which compliance with any environmental law,
      rule or regulation is an issue; there is no violation of any environmental
      law, rule or regulation with respect to the Mortgaged Property; and
      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;

            (45)    The Responsible Party shall, at its own expense, cause each
      Mortgage Loan to be covered by a "life of loan" Tax Service Contract which
      is assignable to the Purchaser or its designee at no cost to the Purchaser
      or its designee; provided , however , that if the Responsible Party fails
      to purchase such Tax Service Contract, the Responsible Party shall be
      required to reimburse the Purchaser for all costs and expenses incurred by
      the Purchaser in connection with the purchase of any such Tax Service
      Contract;

            (46)    Each Mortgage Loan is covered by a "life of loan" flood zone
      service contract which is assignable to the Purchaser or its designee at
      no cost to the Purchaser or its designee or, for each Mortgage Loan not
      covered by such flood zone service contract, the Responsible Party agrees
      to purchase such flood zone service contract;

            (47)    None of the Mortgage Loans are classified as (a) "high cost"
      loans under the Home Ownership and Equity Protection Act of 1994 or (b)
      "high cost," "threshold," "covered" or "predatory" loans under any other
      applicable federal, state or local law (including without limitation any
      regulation or ordinance) (or a similarly classified loan using different
      terminology under a law imposing heightened regulatory scrutiny or
      additional legal liability for residential mortgage loans having high
      interest rates, points and/or fees);


                                      -18-



            (48)    The Responsible Party has no knowledge of any circumstances
      or condition with respect to the Mortgage, the Mortgaged Property, the
      Mortgagor or the Mortgagor's credit standing that relative to similar
      mortgage loans held by the Responsible Party that are secured by
      properties in the same geographic area as the related Mortgaged Property
      could reasonably be expected to cause the Mortgage Loan to be an
      unacceptable investment, cause the Mortgage Loan to become delinquent,
      adversely affect the value of the Mortgage Loan or to cause any Mortgage
      Loan to prepay during any period materially faster or slower;

            (49)    The Responsible Party and any predecessor servicer with
      respect to a Mortgage Loan has fully furnished, in accordance with the
      Fair Credit Reporting Act and its implementing regulations, accurate and
      complete information (e.g., favorable and unfavorable) on its borrower
      credit files to Equifax, Experian and Trans Union Credit Information
      Company (three of the credit repositories), on a monthly basis;

            (50)    Each first lien Mortgage Loan identified on the Mortgage
      Loan Schedule as subject to a Primary Mortgage Insurance Policy will be
      subject to a Primary Mortgage Insurance Policy, issued by a Qualified
      Insurer, which insures that portion of the Mortgage Loan in excess of the
      portion of the Appraised Value of the Mortgaged Property required by
      Fannie Mae. All provisions of such primary insurance policy have been and
      are being complied with, such policy is in full force and effect, and all
      premiums due thereunder have been paid. Any first lien Mortgage subject to
      any such primary insurance policy obligates the Mortgagor thereunder to
      maintain such insurance and to pay all premiums and charges in connection
      therewith. The Mortgage Interest Rate for the Mortgage Loan does not
      include any such insurance premium;

            (51)    None of the Adjustable Rate Mortgage Loans are convertible
      Mortgage Loans;

            (52)    With respect to any first lien Mortgage Loan, the
      Loan-to-Value Ratio of such Mortgage Loan at origination was not more than
      95% and with respect to any Mortgage Loan, the combined loan to value
      ratio of such Mortgage Loan at origination was not more than 100%, unless
      otherwise set forth in the Mortgage Loan Schedule;

            (53)    Each Mortgage Loan constitutes a "qualified mortgage" under
      Section 860G(a)(3)(A) of the Code and Treasury Regulation Section
      1.860G-2(a)(1);

            (54)    Each Mortgage Loan has a valid and original Credit Score of
      not less than 500, unless otherwise set forth in the Mortgage Loan
      Schedule;

            (55)    Each Mortgage Loan was originated on or after the date set
      forth in the Mortgage Loan Schedule;

            (56)    No Mortgage Loan had an original term to maturity of more
      than thirty (30) years, unless otherwise set forth in the Mortgage Loan
      Schedule;

            (57)    Each Mortgagor has a debt-to-income ratio of less than or
      equal to 60%, unless otherwise set forth in the Mortgage Loan Schedule;


                                      -19-



            (58)    Each Mortgage contains a provision for the acceleration of
      the payment of the unpaid principal balance of the related Mortgage Loan
      in the event the related Mortgaged Property is sold without the prior
      consent of the mortgagee thereunder and to the best of the Responsible
      Party's knowledge, such provision is enforceable;

            (59)    With respect to each Mortgage Loan which is a second lien,
      (i) the related first lien does not provide for negative amortization and
      (ii) either no consent for the Mortgage Loan is required by the holder of
      the first lien or such consent has been obtained and is contained in the
      Mortgage File;

            (60)    No Mortgage Loan is a "Specifically Designated National and
      Blocked Person" as designated by the Office of Foreign Assets Control or
      as a person designated in Presidential Executive Order 13224 as a person
      who commits, threatens to commit, or supports terrorism.

            (61)    Each Parity Act State Mortgage Loan was originated and is
      serviced in conformity with the regulations promulgated by the Office of
      Thrift Supervision pursuant to the Parity Act;

            (62)    No Mortgage Loan has a prepayment penalty longer than three
      years after its origination. Any prepayment penalty is in an amount equal
      to or less than the lesser of (a) the maximum amount permitted under
      applicable state law, and (b) if the Mortgaged Property is secured by
      residential real property located in a state other than Arizona, Maine,
      Massachusetts, New York, South Carolina or Wisconsin, six months interest
      on the related prepaid amount;

            (63)    The Mortgage Loan documents with respect to each Mortgage
      Loan subject to Prepayment Charges specifically authorizes such Prepayment
      Charges to be collected and such Prepayment Charges are permissible and
      enforceable in accordance with the terms of the related Mortgage Loan
      documents and applicable law (except to the extent that the enforceability
      thereof may be limited by bankruptcy, insolvency, moratorium, receivership
      and other similar laws relating to creditors' rights generally or the
      collectability thereof may be limited due to acceleration in connection
      with a foreclosure);

            (64)    Unless otherwise set forth in the Mortgage Loan Schedule,
      with respect to any Mortgage Loan, no more than two percent (2%) of the
      Mortgage Loans are second lien Mortgage Loans. The representations and
      warranties in this Section 6 are applicable to such second lien Mortgage
      Loans to the extent that the Responsible Party's underwriting guidelines
      for the origination of second lien mortgage loans set forth guidelines
      and/or procedures related to such representations and warranties.

            (65)    All Parity Act State Mortgage Loans originated on or after
      July 1, 2003 comply with all applicable state laws, rules and regulations
      regarding prepayment charges set forth in the Mortgage Loan documents are
      enforceable under applicable state laws and regulations.


                                      -20-



            (66)    The Mortgaged Property is located in the state identified in
      the Mortgage Loan Schedule and consists of a single 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 an individual unit in a planned unit development
      or a de minimis planned unit development; provided, however, that any
      condominium unit, planned unit development, mobile home (double wide only)
      or manufactured dwelling shall conform with the applicable Fannie Mae and
      Freddie Mac requirements regarding such dwellings and that no Mortgage
      Loan is secured by a single parcel of real property with a cooperative
      housing corporation, a log home or, except as specified on the Mortgage
      Loan Schedule, a mobile home erected thereon or by a mixed use property, a
      property in excess of 10 acres or other unique property types. As of the
      date of origination, no portion of the Mortgaged Property was used for
      commercial purposes, and since the date of origination, no portion of the
      Mortgaged Property has been used for commercial purposes; provided, that
      Mortgaged Properties which contain a home office shall not be considered
      as being used for commercial purposes as long as the Mortgaged Property
      has not been altered for commercial purposes and is not storing any
      chemicals or raw materials other than those commonly used for homeowner
      repair, maintenance and/or household purposes;

            (67)    With respect to Adjustable Rate Mortgage Loans, the Index
      set forth in the Mortgage Note is LIBOR, unless otherwise set forth in the
      Mortgage Loan Schedule;

            (68)    With respect to each Adjustable Rate Mortgage Loan, the
      Mortgage Loan documents provide that after the related first Adjustment
      Date, a related Mortgage Loan may only be assumed if the party assuming
      such Mortgage Loan meets certain credit requirements stated in the
      Mortgage Loan documents;

            (69)    To the best of the Responsible Party's knowledge, no action,
      inaction or event has occurred and no state of facts exists or has existed
      that has resulted or will result in the exclusion from, denial of, or
      defense to coverage under any insurance policy or bankruptcy bond related
      to the Mortgage Loans, irrespective of the cause of such failure of
      coverage. In connection with the placement of any such insurance, no
      commission, fee, or other compensation has been or will be received by the
      Responsible Party or by any officer, director, or employee of the
      Responsible Party or any designee of the Responsible Party or any
      corporation in which the Responsible Party or any officer, director, or
      employee had a financial interest at the time of placement of such
      insurance;

            (70)    To the best of the Responsible Party's knowledge, no action
      has been taken or failed to be taken, no event has occurred and no state
      of facts exists or has existed on or prior to the Closing Date (whether or
      not known to the Responsible Party on or prior to such date) which has
      resulted or will result in an exclusion from, denial of, or defense to
      coverage under any primary mortgage insurance (including, without
      limitation, any exclusions, denials or defenses which would limit or
      reduce the availability of the timely payment of the full amount of the
      loss otherwise due thereunder to the insured) whether arising out of
      actions, representations, errors, omissions, negligence, or fraud of the
      Responsible Party, the related Mortgagor or any party involved in the
      application for such coverage, including the appraisal, plans and
      specifications and other exhibits or


                                      -21-



      documents submitted therewith to the insurer under such insurance policy,
      or for any other reason under such coverage, but not including the failure
      of such insurer to pay by reason of such insurer's breach of such
      insurance policy or such insurer's financial inability to pay;

            (71)    With respect to each Mortgage, the Responsible Party or its
      Affiliate has within the last twelve months (unless such Mortgage was
      originated within such twelve month period) analyzed the required Escrow
      Payments for each Mortgage and adjusted the amount of such payments so
      that, assuming all required payments are timely made, any deficiency will
      be eliminated on or before the first anniversary of such analysis, or any
      overage will be refunded to the Mortgagor, in accordance with RESPA and
      any other applicable law;

            (72)    As to each consumer report (as defined in the Fair Credit
      Reporting Act, Public Law 91-508) or other credit information furnished by
      the Responsible Party to the Purchaser, that Responsible Party has full
      right and authority and is not precluded by law or contract from
      furnishing such information to the Purchaser;

            (73)    If the Mortgage Loan is secured by a long-term residential
      lease, (1) the lessor under the lease holds a fee simple interest in the
      land; (2) the terms of such lease expressly permit the mortgaging of the
      leasehold estate, the assignment of the lease without the lessor's consent
      and the acquisition by the holder of the Mortgage of the rights of the
      lessee upon foreclosure or assignment in lieu of foreclosure or provide
      the holder of the Mortgage with substantially similar protections; (3) the
      terms of such lease do not (a) allow the termination thereof upon the
      lessee's default without the holder of the Mortgage being entitled to
      receive written notice of, and opportunity to cure, such default, (b)
      allow the termination of the lease in the event of damage or destruction
      as long as the Mortgage is in existence, (c) prohibit the holder of the
      Mortgage from being insured (or receiving proceeds of insurance) under the
      hazard insurance policy or policies relating to the Mortgaged Property or
      (d) permit any increase in rent other than pre-established increases set
      forth in the lease; (4) the original term of such lease is not less than
      15 years; (5) the term of such lease does not terminate earlier than five
      years after the maturity date of the Mortgage Note; and (6) the Mortgaged
      Property is located in a jurisdiction in which the use of leasehold
      estates in transferring ownership in residential properties is a generally
      accepted practice;

            (74)    The Mortgage Loan was underwritten in accordance with the
      underwriting guidelines of the Responsible Party. The Mortgage Note and
      Mortgage are on forms acceptable to Freddie Mac or Fannie Mae, if
      available, and neither the Responsible Party nor any Affiliate has made
      any representations to a Mortgagor that are inconsistent with the mortgage
      instruments used;

            (75)    In connection with the origination of any Mortgage Loan, no
      proceeds from any Mortgage Loan were used to finance a single-premium
      credit life insurance policy;


                                      -22-



            (76)    With respect to each second lien Mortgage Loan, the related
      first lien mortgage contains a provision which provides for giving notice
      of default or breach to the mortgagee under such second lien Mortgage Loan
      and allows such mortgagee to cure any default under the related first lien
      mortgage;

            (77)    With respect to each second lien Mortgage Loan, the
      Responsible Party has not received a written notice of default of any
      senior mortgage loan related to the Mortgaged Property which has not been
      cured;

            (78)    No Mortgage Loan is a High Cost Loan or a Covered Loan, as
      applicable (as such terms are defined in the then current Standard &
      Poor's LEVELS Glossary which is now Version 5.6c Revised, Appendix E
      attached hereto as Exhibit 1);

            (79)    No mortgage loan originated on or after October 1, 2002
      through March 6, 2003 is governed by the Georgia Fair Lending Act;

            (80)    The information provided to the Seller by the Responsible
      Party regarding the Mortgage Loans is accurate in all material respects;
      and

            (81)    Each Mortgage Loan at the time it was made complied in all
      material respects with applicable local, state, and federal laws,
      including, but not limited to, all applicable predatory and abusive
      lending laws.

            SECTION 7  Repurchase Obligation for Defective Documentation and for
Breach of Representation and Warranty.

            (a)     The representations and warranties contained in Section 6
shall not be impaired by any review and examination of Mortgage Files or any
failure on the part of the Seller or the Purchaser to review or examine such
documents and shall inure to the benefit of any assignee, transferee or designee
of the Purchaser, including the Trustee for the benefit of holders of the
Certificates.

            Upon discovery by the Seller, the Purchaser or any assignee,
transferee or designee of the Purchaser of any materially defective document in,
or that any material document was not transferred by or at the direction of the
Seller (as listed on the Trustee's Preliminary Exception Report) as part of any
Mortgage File, or of a breach of any of the representations and warranties
contained in Section 6 that materially and adversely affects the value of any
Mortgage Loan or the interest therein of the Purchaser or the Purchaser's
assignee, transferee or designee, the party discovering such breach shall give
prompt written notice to the Seller (in the case of a missing document) or the
Responsible Party and the Seller (in the case of a breach of any of the
representations and warranties contained in Section 6). Within sixty (60) days
of its discovery or its receipt of notice of any such missing documentation that
was not transferred to the Purchaser as described above, or of materially
defective documentation, or of any such breach of a representation and warranty,
the Responsible Party or the Seller (or their related designee), as applicable,
promptly shall deliver such missing document or cure such defect or breach in
all material respects or, in the event the Responsible Party or the Seller (or
their related designee) cannot deliver such missing document or cannot cure such
defect or breach, the Responsible Party or the Seller, as applicable, shall,
within ninety (90) days of its discovery or receipt of


                                      -23-



notice, either (i) repurchase the affected Mortgage Loan at the Purchase Price
(as such term is defined in the Pooling and Servicing Agreement) or (ii)
pursuant to the provisions of the Pooling and Servicing Agreement, cause the
removal of such Mortgage Loan from the Trust Fund and substitute one or more
Qualified Substitute Mortgage Loans. The Responsible Party or the Seller, as
applicable, shall amend the Closing Schedule to reflect the withdrawal of such
Mortgage Loan from the terms of this Agreement and the Pooling and Servicing
Agreement. The Responsible Party or the Seller, as applicable, shall deliver to
the Purchaser such amended Closing Schedule and shall deliver such other
documents as are required by this Agreement or the Pooling and Servicing
Agreement within five (5) days of any such amendment. Any repurchase pursuant to
this Section 7(a) shall be accomplished by transfer to an account designated by
the Purchaser of the amount of the Purchase Price in accordance with Section
2.03 of the Pooling and Servicing Agreement. Any repurchase required by this
Section shall be made in a manner consistent with Section 2.03 of the Pooling
and Servicing Agreement.

            Notwithstanding the foregoing, within 90 days of the earlier of
discovery by the Responsible Party or receipt of notice by the Responsible Party
of the breach of the representation of the Responsible Party set forth in
Section 6(63) above which materially and adversely affects the interests of the
Holders of the Class P Certificates in any Prepayment Charge, the Responsible
Party shall pay the amount of the scheduled Prepayment Charge, for the benefit
of the Holders of the Class P Certificates by remitting such amount to the
Servicer for deposit into the Custodial Account, net of any amount previously
collected by the Servicer or paid by the Servicer, for the benefit of the
Holders of the Class P Certificates in respect of such Prepayment Charge.

            (b)     Notwithstanding the foregoing, with respect to an alleged
breach of a representation and warranty which breach is covered by a title
insurance policy, the Purchaser shall use reasonable efforts to enforce the
provisions of any related title insurance policy prior to seeking a remedy
against the Responsible Party or the Seller hereunder.

            (c)     It is understood and agreed that the obligations of the
Responsible Party or the Seller set forth in this Section 7 to cure or
repurchase a defective Mortgage Loan constitute the sole remedies of the
Purchaser against the Responsible Party or the Seller respecting a missing
document or a breach of the representations and warranties contained in Section
6.

            SECTION 8  Closing; Payment for the Mortgage Loans. The closing of
the purchase and sale of the Mortgage Loans shall be held at the New York City
office of Mayer Brown Rowe & Maw LLP at 10:00 a.m. New York City time on the
Closing Date.

            The closing shall be subject to each of the following conditions:

            (a)     All of the representations and warranties of the Seller and
the Responsible Party under this Agreement shall be true and correct in all
material respects as of the date as of which they are made and no event shall
have occurred which, with notice or the passage of time, would constitute a
default under this Agreement;

            (b)     The Purchaser shall have received, or the attorneys of the
Purchaser shall have received in escrow (to be released from escrow at the time
of closing), all Closing


                                      -24-



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 or caused to be delivered
and released to the Purchaser or to its designee, all documents (including
without limitation, the Mortgage Loans) required to be so delivered by the
Purchaser pursuant to Section 2.01 of the Pooling and Servicing Agreement; and

            (d)     All other terms and conditions of this Agreement and the
Pooling and Servicing Agreement shall have been complied with.

            Subject to the foregoing conditions, the Purchaser shall deliver or
cause to be delivered to the Seller on the Closing Date, against delivery and
release by the Seller to the Trustee of all documents required pursuant to the
Pooling and Servicing Agreement, the consideration for the Mortgage Loans as
specified in Section 3 of this Agreement, by delivery to the Seller of the
Purchase Price.

            SECTION 9  Closing Documents. Without limiting the generality of
Section 8 hereof, the closing shall be subject to delivery of each of the
following documents:

            (a)     An Officer's Certificate of the Seller, dated the Closing
Date, in form satisfactory to and upon which the Purchaser and Bear, Stearns &
Co. Inc. (the "Representative") may rely, and attached thereto copies of the
certificate of formation, limited liability company agreement and certificate of
good standing of the Seller;

            (b)     An Opinion of Counsel of the Seller, dated the Closing Date,
in form satisfactory to and addressed to the Purchaser and the Representative;

            (c)     An Officer's Certificate of the Responsible Party, dated the
Closing Date, in form satisfactory to and upon which the Purchaser and the
Representative may rely, and attached thereto copies of the certificate of
incorporation, by-laws and certificate of good standing of the Responsible
Party;

            (d)     An Opinion of Counsel of the Responsible Party, dated the
Closing Date, in form satisfactory to and addressed to the Purchaser and the
Representative;

            (e)     Such opinions of counsel as the Rating Agencies or the
Trustee may request in connection with the sale of the Mortgage Loans by the
Seller to the Purchaser or the Seller's execution and delivery of, or
performance under, this Agreement;

            (f)     A letter from Deloitte & Touche LLP, certified public
accountants, to the effect that they have performed certain specified procedures
as a result of which they determined that certain information of an accounting,
financial or statistical nature set forth in the Purchaser's prospectus
supplement for Series 2006-OPT1, dated March 10, 2006 (the "Prospectus
Supplement") relating to the Offered Certificates contained under the captions
"Summary--The Mortgage Pool," "Legal Proceedings," "Risk Factors," (to the
extent of


                                      -25-



information concerning the Mortgage Loans contained therein) and "Description of
the Mortgage Pool" agrees with the records of the Responsible Party; and

            (g)     Such further information, certificates, opinions and
documents as the Purchaser or the Representative may reasonably request.

            SECTION 10 Costs.  The Seller shall pay (or shall reimburse the
Purchaser or any other Person to the extent that the Purchaser or such other
Person shall pay) all costs and expenses incurred in connection with the
transfer and delivery of the Mortgage Loans, including without limitation,
recording fees, fees for title policy endorsements and continuations and, except
as set forth in Section 4(b), the fees for recording Assignments.

            The Seller shall pay (or shall reimburse the Purchaser or any other
Person to the extent that the Purchaser or such other Person shall pay) the fees
and expenses of the Seller's accountants and attorneys, the costs and expenses
incurred in connection with producing the Servicer's or any Subservicer's loan
loss, foreclosure and delinquency experience, the costs and expenses incurred in
connection with obtaining the documents referred to in Section 9, the costs and
expenses of printing (or otherwise reproducing) and delivering this Agreement,
the Pooling and Servicing Agreement, the Certificates, the prospectus and
Prospectus Supplement, and any private placement memorandum relating to the
Certificates and other related documents, the initial fees, costs and expenses
of the Trustee, the fees and expenses of the Purchaser's counsel in connection
with the preparation of all documents relating to the securitization of the
Mortgage Loans, the filing fee charged by the Securities and Exchange Commission
for registration of the Certificates, the cost of outside special counsel that
may be required by the Responsible Party and the fees charged by any rating
agency to rate the Certificates. All other costs and expenses in connection with
the transactions contemplated hereunder shall be borne by the party incurring
such expense.

            SECTION 11 [Reserved].

            SECTION 12 Indemnification.  The Responsible Party shall indemnify
and hold harmless each of (i) the Purchaser, (ii) the Underwriters, (iii) the
Person, if any, to which the Purchaser assigns its rights in and to a Mortgage
Loan and each of their respective successors and assigns and (iv) each person,
if any, who controls the Purchaser within the meaning of Section 15 of the
Securities Act of 1933, as amended (the "1933 Act") ((i) through (iv)
collectively, the "Indemnified Party") against any and all losses, claims,
expenses, damages or liabilities to which the Indemnified Party may become
subject, under the 1933 Act or otherwise, insofar as such losses, claims,
expenses, damages or liabilities (or actions in respect thereof) arise out of or
are based upon (a) any untrue statement or alleged untrue statement of any
material fact contained in the Prospectus Supplement or any private placement
memorandum relating to the offering by the Purchaser or an affiliate thereof, of
the Class M-10 Certificates, Class CE Certificates or the Class P Certificates,
or the omission or the alleged omission to state therein the material fact
necessary in order to make the statements therein not misleading, in each case
to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in reliance upon and
in conformity with (i) information furnished in writing to the Purchaser or any
of its affiliates by the Responsible Party or any of its affiliates specifically
for use therein, which shall include, with respect to the


                                      -26-



Prospectus Supplement, the information set forth under the captions "Legal
Proceedings" (other than the first paragraph thereunder), "Description of the
Mortgage Pool--The Originator" and "Pooling and Servicing Agreement--The
Servicer" and, with respect to any private placement memorandum, any information
of a comparable nature, or (ii) the Mortgage Loan Schedule as transmitted by
modem to the Purchaser by the Responsible Party or any of its affiliates (as
such transmitted information may have been amended in writing by the Responsible
Party or any of its affiliates with the written consent of the Purchaser
subsequent to such transmission), (b) any representation, warranty or covenant
made by the Responsible Party or any affiliate of the Responsible Party herein
or in the Pooling and Servicing Agreement, on which the Purchaser has relied,
being, or alleged to be, untrue or incorrect or (c) any updated collateral
information provided by any Underwriter to a purchaser of the Certificates
correctly derived from the data contained in clause (ii) and the Remittance
Report or a current collateral tape obtained from the Responsible Party or an
affiliate of the Responsible Party, including the current Stated Principal
Balances of the Mortgage Loans; provided, however, that to the extent that any
such losses, claims, expenses, damages or liabilities to which the Indemnified
Party may become subject arise out of or are based upon both (1) statements,
omissions, representations, warranties or covenants of the Responsible Party
described in clause (a), (b) or (c) above and (2) any other factual basis, the
Responsible Party shall indemnify and hold harmless the Indemnified Party only
to the extent that the losses, claims, expenses, damages, or liabilities of the
person or persons asserting the claim are determined to rise from or be based
upon matters set forth in clause (1) above and do not result from the gross
negligence or willful misconduct of such Indemnified Party. This indemnity shall
be in addition to any liability that the Responsible Party may otherwise have.

            SECTION 13  Intent of Parties, Mandatory Delivery; Grant of Security
Interest. The sale of the Mortgage Loans as contemplated hereby is absolute and
is intended by both the Seller and the Purchaser to constitute a sale of such
Mortgage Loans by the Seller to the Purchaser. The sale and delivery on the
Closing Date of the Mortgage Loans described on the Mortgage Loan Schedule in
accordance with the terms and conditions of this Agreement is mandatory. It is
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 in the event of the Seller's failure to deliver the Mortgage Loans
on or before the Closing Date. The Seller hereby grants to the Purchaser a lien
on and a continuing security interest in the Seller's interest in each Mortgage
Loan and each document and instrument evidencing each such Mortgage Loan to
secure the performance by the Seller of its obligation hereunder, and the Seller
agrees that it holds such Mortgage Loans in custody for the Purchaser, subject
to the Purchaser's (i) right, prior to the Closing Date, to reject any Mortgage
Loan to the extent permitted by this Agreement, and (ii) obligation to deliver
or cause to be delivered the consideration for the Mortgage Loans pursuant to
Section 8 hereof. Any Mortgage Loans rejected by the Purchaser shall
concurrently therewith be released from the security interest created hereby.
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.

            Notwithstanding the foregoing, if on the Closing Date, each of the
conditions set forth in Section 8 hereof shall have been satisfied and the
Purchaser shall not have paid or caused


                                      -27-



to be paid the Purchase Price, or any such condition shall not have been waived
or satisfied and the Purchaser determines not to pay or cause to be paid the
Purchase Price, the Purchaser shall immediately effect the re-delivery of the
Mortgage Loans, if delivery to the Purchaser has occurred, and the security
interest created by this Section 13 shall be deemed to have been released.

            SECTION 14 Notices.  All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered to or mailed by registered mail, postage prepaid, or
transmitted by fax and, receipt of which is confirmed by telephone, if to the
Purchaser, addressed to Stanwich Asset Acceptance Company, L.L.C., Seven
Greenwich Office Park, 599 West Putnam Avenue, Greenwich, Connecticut 06830
(Telecopy (212-272-7206)) Attention: Darren Fulco; or such other address as may
hereafter be furnished to the Responsible Party and the Seller in writing by the
Purchaser; if to the Responsible Party, addressed to the Responsible Party at 3
Ada, Irvine, California 92618, or such other address as may hereafter be
furnished to the Seller and the Purchaser in writing by the Responsible Party;
if to the Seller, addressed to the Seller at Carrington Securities, LP, Seven
Greenwich Office Park, 599 West Putnam Avenue, Greenwich, Connecticut 06830,
(Telecopy (212-272-7206)) Attention: Bruce M. Rose, or to such other address as
the Seller may designate in writing to the Purchaser and the Responsible Party.

            SECTION 15 Severability of Provisions.  Any part, provision,
representation or warranty of this Agreement that is prohibited or that 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 that
is prohibited or unenforceable or is held to be void or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective 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.

            SECTION 16 Agreement of Parties.  The Seller, the Responsible Party
and the Purchaser each agree to execute and deliver such instruments and take
such actions as either of the others may, from time to time, reasonably request
in order to effectuate the purpose and to carry out the terms of this Agreement
and the Pooling and Servicing Agreement.

            SECTION 17 Survival.  (a) The Seller agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the Purchaser, notwithstanding any investigation heretofore or
hereafter made by the Purchaser or on its behalf, and that the representations,
warranties and agreements made by the Seller herein or in any such certificate
or other instrument shall survive the delivery of and payment for the Mortgage
Loans and shall continue in full force and effect, notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes and notwithstanding
subsequent termination of this Agreement, the Pooling and Servicing Agreement or
the Trust Fund.


                                      -28-



            (b)     The Responsible Party agrees that the representations,
warranties and agreements made by it herein and in any certificate or other
instrument delivered pursuant hereto shall be deemed to be relied upon by the
Seller and the Purchaser, notwithstanding any investigation heretofore or
hereafter made by the Seller or the Purchaser or on the behalf of either of
them, and that the representations, warranties and agreements made by the
Responsible Party herein or in any such certificate or other instrument shall
continue in full force and effect, notwithstanding subsequent termination of
this Agreement, the Pooling and Servicing Agreement or the Trust Fund.

            SECTION 18  GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW).

            SECTION 19  Miscellaneous. This Agreement may be executed in two or
more counterparts, each of which when so executed and delivered shall be an
original, but all of which together shall constitute one and the same
instrument. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns. This Agreement
supersedes all prior agreements and understandings relating to the subject
matter hereof. Neither this Agreement nor any term hereof may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans by the Seller to the Purchaser as provided in Section 4
hereof be, and be construed as, a sale of the Mortgage Loans by the Seller to
the Purchaser and not as a pledge of the Mortgage Loans by the Seller to the
Purchaser to secure a debt or other obligation of the Seller. However, in the
event that, notwithstanding the aforementioned intent of the parties, the
Mortgage Loans are held to be property of the Seller, then (a) it is the express
intent of the parties that such conveyance be deemed a pledge of the Mortgage
Loans by the Seller to the Purchaser to secure a debt or other obligation of the
Seller and (b) (1) this Agreement shall also be deemed to be a security
agreement within the meaning of Articles 8 and 9 of the New York Uniform
Commercial Code; (2) the conveyance provided for in Section 4 hereof shall be
deemed to be a grant by the Seller to the Purchaser of a security interest in
all of the Seller's right, title and interest in and to the Mortgage Loans and
all amounts payable to the holders of the Mortgage Loans in accordance with the
terms thereof and all proceeds of the conversion, voluntary or involuntary, of
the foregoing into cash, instruments, securities or other property, including
without limitation all amounts, other than investment earnings, from time to
time held or invested in the Custodial Account whether in the form of cash,
instruments, securities or other property; (3) the possession by the Purchaser
or its agent of Mortgage Notes, the related Mortgages and such other items of
property that constitute instruments, money, negotiable documents or chattel
paper shall be deemed to be "possession" by the secured party for purposes of
perfecting the security interest pursuant to the New York Uniform Commercial
Code; and (4) notifications to persons holding such property and
acknowledgments, receipts or confirmations


                                      -29-



from persons holding such property shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Purchaser for the purpose of perfecting
such security interest under applicable law. Any assignment of the interest of
the Purchaser pursuant to Section 4(d) hereof shall also be deemed to be an
assignment of any security interest created hereby. The Seller and the Purchaser
shall, to the extent consistent with this Agreement, take such actions as may be
necessary to ensure that, if this Agreement were deemed to create a security
interest in the Mortgage Loans, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement and the Pooling and
Servicing Agreement.


                               [Signatures follow]


                                      -30-



            IN WITNESS WHEREOF, the Purchaser, the Seller and the Responsible
Party have caused their names to be signed by their respective officers
thereunto duly authorized as of the date first above written.

                                CARRINGTON SECURITIES, LP, as Seller
                                By: Carrington Capital Management, LLC, as its
                                general partner


                                By:  /s/ Bruce M. Rose
                                     -----------------------------------------
                                     Name:  Bruce M. Rose
                                     Title: President

                                STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., as
                                Purchaser


                                By:  /s/ Bruce M. Rose
                                     -----------------------------------------
                                     Name:  Bruce M. Rose
                                     Title: President

                                OPTION ONE MORTGAGE CORPORATION, as Responsible
                                Party


                                By:  /s/ Charles R. Fulton
                                     -----------------------------------------
                                     Name:  Charles R. Fulton
                                     Title: Vice President




                                   Schedule I

            The Seller hereby represents, warrants, and covenants to the
Purchaser as follows on the Closing Date and on each Distribution Date
thereafter:

            General

            1.    This Agreement creates a valid and continuing security
interest (as defined in the applicable Uniform Commercial Code ("UCC")) in the
Mortgage Loans in favor of the Purchaser which security interest is prior to all
other liens, and is enforceable as such as against creditors of and purchasers
from the Seller.

            2.    The Mortgage Loans constitute "general intangibles" or
"instruments" within the meaning of the applicable UCC.

            3.    The Custodial Account and all subaccounts thereof constitute
either a deposit account or a securities account.

            4.    To the extent that payments and collections received or made
with respect to the Mortgage Loans constitute securities entitlements, such
payments and collections have been and will have been credited to the Custodial
Account. The securities intermediary for the Custodial Account has agreed to
treat all assets credited to the Custodial Account as "financial assets" within
the meaning of the applicable UCC.

            Creation

            5.    The Seller owns and has good and marketable title to the
Mortgage Loans free and clear of any lien, claim or encumbrance of any Person,
excepting only liens for taxes, assessments or similar governmental charges or
levies incurred in the ordinary course of business that are not yet due and
payable or as to which any applicable grace period shall not have expired, or
that are being contested in good faith by proper proceedings and for which
adequate reserves have been established, but only so long as foreclosure with
respect to such a lien is not imminent and the use and value of the property to
which the lien attaches is not impaired during the pendency of such proceeding.

            6.    The Seller has received all consents and approvals to the sale
of the Mortgage Loans hereunder to the Purchaser required by the terms of the
Mortgage Loans that constitute instruments.

            7.    To the extent the Custodial Account or subaccounts thereof
constitute securities entitlements, certificated securities or uncertificated
securities, the Seller has received all consents and approvals required to
transfer to the Purchaser its interest and rights in the Custodial Account
hereunder.

            Perfection

            8.    The Seller has caused or will have caused, within ten days
after the effective date of this Agreement, the filing of all appropriate
financing statements in the proper




filing office in the appropriate jurisdictions under applicable law in order to
perfect the sale of the Mortgage Loans from the Seller to the Purchaser and the
security interest in the Mortgage Loans granted to the Purchaser hereunder.

            9.    With respect to the Custodial Account and all subaccounts that
constitute deposit accounts, either:

            (i)   the Seller has delivered to the Purchaser a fully-executed
      agreement pursuant to which the bank maintaining the deposit accounts has
      agreed to comply with all instructions originated by the Purchaser
      directing disposition of the funds in the Custodial Account without
      further consent by the Seller; or

            (ii)  the Seller has taken all steps necessary to cause the
      Purchaser to become the account holder of the Custodial Account.

            10.   With respect to the Custodial Account or subaccounts thereof
that constitute securities accounts or securities entitlements, the Seller has
caused or will have caused, within ten days after the effective date of this
Agreement, the filing of all appropriate financing statements in the proper
filing office in the appropriate jurisdictions under applicable law in order to
perfect the security interest in the Custodial Account granted by the Seller to
the Purchaser.

            Priority

            11.   Other than the transfer of the Mortgage Loans to the Purchaser
pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted
a security interest in, or otherwise conveyed any of the Mortgage Loans. The
Seller has not authorized the filing of, or is not aware of any financing
statements against the Seller that include a description of collateral covering
the Mortgage Loans other than any financing statement relating to the security
interest granted to the Purchaser hereunder or that has been terminated.

            12.   The Seller is not aware of any judgment, ERISA or tax lien
filings against the Seller.

            13.   The Trustee has in its possession all original copies of the
Mortgage Notes that constitute or evidence the Mortgage Loans. To the Seller's
knowledge, none of the instruments that constitute or evidence the Mortgage
Loans has any marks or notations indicating that they have been pledged,
assigned or otherwise conveyed to any Person other than the Purchaser or its
designee. All financing statements filed or to be filed against the Seller in
favor of the Purchaser in connection herewith describing the Mortgage Loans
contain a statement to the following effect: "A purchase of or security interest
in any collateral described in this financing statement will violate the rights
of the Purchaser."

            14.   Neither the Custodial Account nor any subaccount thereof is in
the name of any person other than the Seller or the Purchaser or in the name of
its nominee. The Seller has not consented for the securities intermediary of the
Custodial Account to comply with entitlement orders of any person other than the
Purchaser or its designee.




            15.   Survival of Perfection Representations. Notwithstanding any
other provision of this Agreement or any other transaction document, the
Perfection Representations contained in this Schedule shall be continuing, and
remain in full force and effect (notwithstanding any replacement of the Servicer
or termination of the Servicer's rights to act as such) until such time as all
obligations under this Agreement have been finally and fully paid and performed.

            16.   No Waiver. The parties to this Agreement (i) shall not,
without obtaining a confirmation of the then-current rating of the Certificates
waive any of the Perfection Representations, and (ii) shall provide the Rating
Agencies with prompt written notice of any breach of the Perfection
Representations, and shall not, without obtaining a confirmation of the
then-current rating of the Certificates (as determined after any adjustment or
withdrawal of the ratings following notice of such breach) waive a breach of any
of the Perfection Representations.

            17.   Seller to Maintain Perfection and Priority. The Seller
covenants that, in order to evidence the interests of the Seller and the
Purchaser under this Agreement, the Seller shall take such action, or execute
and deliver such instruments (other than effecting a Filing (as defined below),
unless such Filing is effected in accordance with this paragraph) as may be
necessary or advisable (including, without limitation, such actions as are
requested by the Purchaser) to maintain and perfect, as a first priority
interest, the Purchaser's security interest in the Mortgage Loans. The Seller
shall, from time to time and within the time limits established by law, prepare
and present to the Purchaser or its designee to authorize (based in reliance on
the Opinion of Counsel hereinafter provided for) the Seller to file, all
financing statements, amendments, continuations, initial financing statements in
lieu of a continuation statement, terminations, partial terminations, releases
or partial releases, or any other filings necessary or advisable to continue,
maintain and perfect the Purchaser's security interest in the Mortgage Loans as
a first-priority interest (each a "Filing"). The Seller shall present each such
Filing to the Purchaser or its designee together with (x) an Opinion of Counsel
to the effect that such Filing is (i) consistent with the grant of the security
interest to the Purchaser pursuant to Section 19 of this Agreement, (ii)
satisfies all requirements and conditions to such Filing in this Agreement and
(iii) satisfies the requirements for a Filing of such type under the Uniform
Commercial Code in the applicable jurisdiction (or if the Uniform Commercial
Code does not apply, the applicable statute governing the perfection of security
interests), and (y) a form of authorization for the Purchaser's signature. Upon
receipt of such Opinion of Counsel and form of authorization, the Purchaser
shall promptly authorize in writing the Seller to, and the Seller shall, effect
such Filing under the UCC without the signature of the Seller or the Purchaser
where allowed by applicable law. Notwithstanding anything else in the
transaction documents to the contrary, the Seller shall not have any authority
to effect a Filing without obtaining written authorization from the Purchaser or
its designee.




                                    Exhibit 1

APPENDIX E - Standard & Poor's Anti-Predatory Lending Categorization

                                                       REVISED February 07, 2005

Standard & Poor's has categorized loans governed by anti-predatory lending laws
in the Jurisdictions listed below into three categories based upon a combination
of factors that include (a) the risk exposure associated with the assignee
liability and (b) the tests and thresholds set forth in those laws. Note that
certain loans classified by the relevant statute as Covered are included in
Standard & Poor's High Cost Loan Category because they included thresholds and
tests that are typical of what is generally considered High Cost by the
industry.




STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION



------------------------------------------------------------------------------------------------------------
                                                                                         Category under
                                         Name of Anti-Predatory Lending                 Applicable Anti-
     State/Jurisdiction                        Law/Effective Date                     Predatory Lending Law
------------------------------------------------------------------------------------------------------------

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

                                   Effective July 16, 2003
------------------------------------------------------------------------------------------------------------
Cleveland Heights, OH              Ordinance No. 72-2003 (PSH), Mun.                 Covered Loan
                                   Code ss.ss. 757.01 et seq.

                                   Effective June 2, 2003
------------------------------------------------------------------------------------------------------------
Colorado                           Consumer Equity Protection, Colo. Stat.           Covered Loan
                                   Ann. ss.ss. 5-3.5-101 et seq.

                                   Effective for covered loans offered or
                                   entered into on or after January 1, 2003.
                                   Other provisions of the Act took effect
                                   on June 7, 2002
------------------------------------------------------------------------------------------------------------
Connecticut                        Connecticut Abusive Home Loan                     High Cost Home Loan
                                   Lending Practices Act, Conn. Gen. Stat.
                                   ss.ss. 36a-746 et seq.

                                   Effective October 1, 2001
------------------------------------------------------------------------------------------------------------
District of Columbia               Home Loan Protection Act, D.C. Code               Covered Loan
                                   ss.ss. 26-1151.01 et seq.

                                   Effective for loans closed on or after
                                   January 28, 2003
------------------------------------------------------------------------------------------------------------
Florida                            Fair Lending Act, Fla. Stat. Ann. ss.ss.          High Cost Home Loan
                                   494.0078 et seq.

                                   Effective October 2, 2002
------------------------------------------------------------------------------------------------------------
Georgia (Oct. 1, 2002 -            Georgia Fair Lending Act, Ga. Code                High Cost Home Loan
Mar. 6, 2003)                      Ann. ss.ss. 7-6A-1 et seq.

                                   Effective October 1, 2002 - March 6,
                                   2003
------------------------------------------------------------------------------------------------------------
Georgia as amended                 Georgia Fair Lending Act, Ga. Code                High Cost Home Loan
(Mar. 7, 2003 - current)           Ann. ss.ss. 7-6A-1 et seq.

                                   Effective for loans closed on or after
                                   March 7, 2003
------------------------------------------------------------------------------------------------------------
HOEPA Section 32                   Home Ownership and Equity Protection              High Cost Loan
                                   Act of 1994, 15 U.S.C. ss. 1639, 12
                                   C.F.R. ss.ss. 226.32 and 226.34
------------------------------------------------------------------------------------------------------------





STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION



------------------------------------------------------------------------------------------------------------
                                                                                         Category under
                                         Name of Anti-Predatory Lending                 Applicable Anti-
     State/Jurisdiction                        Law/Effective Date                     Predatory Lending Law
------------------------------------------------------------------------------------------------------------

                                   Effective October 1, 1995, amendments
                                   October 1, 2002
------------------------------------------------------------------------------------------------------------
Illinois                           High Risk Home Loan Act, Ill. Comp.               High Risk Home Loan
                                   Stat. tit. 815, ss.ss. 137/5 et seq.

                                   Effective January 1, 2004 (prior to this
                                   date, regulations under Residential
                                   Mortgage License Act effective from
                                   May 14, 2001)
------------------------------------------------------------------------------------------------------------
Indiana                            Indiana Home Loan Practices Act, Ind.             High Cost Home Loan
                                   Code Ann. ss.ss. 24-9-1-1 et seq.

                                   Effective for loans originated on or after
                                   January 1, 2005.
------------------------------------------------------------------------------------------------------------
Kansas                             Consumer Credit Code, Kan. Stat. Ann.             High Loan to Value
                                   ss.ss. 16a-1-101 et seq.                          Consumer Loan (id. ss.
                                                                                     16a-3-207) and;
                                   Sections 16a-1-301 and 16a-3-207
                                   became effective April 14, 1999;                  High APR Consumer
                                   Section 16a-3-308a became effective               Loan (id. ss.
                                   July 1, 1999                                      16a-3-308a)
------------------------------------------------------------------------------------------------------------
Kentucky                           2003 KY H.B. 287 - High Cost Home                 High Cost Home Loan
                                   Loan Act, Ky. Rev. Stat. ss.ss. 360.100 et
                                   seq.

                                   Effective June 24, 2003
------------------------------------------------------------------------------------------------------------
Maine                              Truth in Lending, Me. Rev. Stat. tit. 9-          High Rate High Fee
                                   A, ss.ss. 8-101 et seq.                           Mortgage

                                   Effective September 29, 1995 and as
                                   amended from time to time
------------------------------------------------------------------------------------------------------------
Massachusetts                      Part 40 and Part 32, 209 C.M.R. ss.ss.            High Cost Home Loan
                                   32.00 et seq. and 209 C.M.R. ss.ss. 40.01
                                   et seq.

                                   Effective March 22, 2001 and amended
                                   from time to time
------------------------------------------------------------------------------------------------------------
                                   Massachusetts Predatory Home Loan                 High Cost Home
                                   Practices Act                                     Mortgage Loan

                                   Mass. Gen. Laws ch. 183C, ss.ss. 1 et seq.
------------------------------------------------------------------------------------------------------------





STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION



------------------------------------------------------------------------------------------------------------
                                                                                         Category under
                                         Name of Anti-Predatory Lending                 Applicable Anti-
     State/Jurisdiction                        Law/Effective Date                     Predatory Lending Law
------------------------------------------------------------------------------------------------------------

                                   Effective November 7, 2004
------------------------------------------------------------------------------------------------------------
Nevada                             Assembly Bill No. 284, Nev. Rev. Stat.            Home Loan
                                   ss.ss. 598D.010 et seq.

                                   Effective October 1, 2003
------------------------------------------------------------------------------------------------------------
New Jersey                         New Jersey Home Ownership Security                High Cost Home Loan
                                   Act of 2002, N.J. Rev. Stat. ss.ss. 46:10B-
                                   22 et seq.

                                   Effective for loans closed on or after
                                   November 27, 2003
------------------------------------------------------------------------------------------------------------
New Mexico                         Home Loan Protection Act, N.M. Rev.               High Cost Home Loan
                                   Stat. ss.ss. 58-21A-1 et seq.

                                   Effective as of January 1, 2004; Revised
                                   as of February 26, 2004
------------------------------------------------------------------------------------------------------------
New York                           N.Y. Banking Law Article 6-l                      High Cost Home Loan

                                   Effective for applications made on or
                                   after April 1, 2003
------------------------------------------------------------------------------------------------------------
North Carolina                     Restrictions and Limitations on High              High Cost Home Loan
                                   Cost Home Loans, N.C. Gen. Stat. ss.ss.
                                   24-1.1E et seq.

                                   Effective July 1, 2000; amended
                                   October 1, 2003 (adding open-end lines
                                   of credit)
------------------------------------------------------------------------------------------------------------
Ohio                               H.B. 386 (codified in various sections of         Covered Loan
                                   the Ohio Code), Ohio Rev. Code Ann.
                                   ss.ss. 1349.25 et seq.

                                   Effective May 24, 2002
------------------------------------------------------------------------------------------------------------
Oklahoma                           Consumer Credit Code (codified in                 Subsection 10 Mortgage
                                   various sections of Title 14A)

                                   Effective July 1, 2000; amended
                                   effective January 1, 2004
------------------------------------------------------------------------------------------------------------
South Carolina                     South Carolina High Cost and                      High Cost Home Loan
                                   Consumer Home Loans Act, S.C. Code
                                   Ann. ss.ss. 37-23-10 et seq.

                                   Effective for loans taken on or after
------------------------------------------------------------------------------------------------------------





STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION



------------------------------------------------------------------------------------------------------------
                                                                                         Category under
                                         Name of Anti-Predatory Lending                 Applicable Anti-
     State/Jurisdiction                        Law/Effective Date                     Predatory Lending Law
------------------------------------------------------------------------------------------------------------

                                   January 1, 2004
------------------------------------------------------------------------------------------------------------
West Virginia                      West Virginia Residential Mortgage                West Virginia Mortgage
                                   Lender, Broker and Servicer Act, W.               Loan Act Loan
                                   Va. Code Ann. ss.ss. 31-17-1 et seq.

                                   Effective June 5, 2002
------------------------------------------------------------------------------------------------------------


STANDARD & POOR'S COVERED LOAN CATEGORIZATION



------------------------------------------------------------------------------------------------------------
                                                                                         Category under
                                         Name of Anti-Predatory Lending                 Applicable Anti-
     State/Jurisdiction                        Law/Effective Date                     Predatory Lending Law
------------------------------------------------------------------------------------------------------------

Georgia (Oct. 1, 2002 -            Georgia Fair Lending Act, Ga. Code                Covered Loan
Mar. 6, 2003)                      Ann. ss.ss. 7-6A-1 et seq.

                                   Effective October 1, 2002 - March 6,
                                   2003
------------------------------------------------------------------------------------------------------------
New Jersey                         New Jersey Home Ownership Security                Covered Home Loan
                                   Act of 2002, N.J. Rev. Stat. ss.ss. 46:10B-
                                   22 et seq.

                                   Effective November 27, 2003 - July 5,
                                   2004
------------------------------------------------------------------------------------------------------------


STANDARD & POOR'S HOME LOAN CATEGORIZATION



------------------------------------------------------------------------------------------------------------
                                                                                         Category under
                                         Name of Anti-Predatory Lending                 Applicable Anti-
     State/Jurisdiction                        Law/Effective Date                     Predatory Lending Law
------------------------------------------------------------------------------------------------------------

Georgia (Oct. 1, 2002 -            Georgia Fair Lending Act, Ga. Code                Home Loan
Mar. 6, 2003)                      Ann. ss.ss. 7-6A-1 et seq.

                                   Effective October 1, 2002 - March 6,
                                   2003
------------------------------------------------------------------------------------------------------------
New Jersey                         New Jersey Home Ownership Security                Home Loan
                                   Act of 2002, N.J. Rev. Stat. ss.ss. 46:10B-
                                   22 et seq.

                                   Effective for loans closed on or after
                                   November 27, 2003
------------------------------------------------------------------------------------------------------------




STANDARD & POOR'S HOME LOAN CATEGORIZATION



------------------------------------------------------------------------------------------------------------
                                                                                         Category under
                                         Name of Anti-Predatory Lending                 Applicable Anti-
     State/Jurisdiction                        Law/Effective Date                     Predatory Lending Law
------------------------------------------------------------------------------------------------------------

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

                                   Effective as of January 1, 2004; Revised
                                   as of February 26, 2004
------------------------------------------------------------------------------------------------------------
North Carolina                     Restrictions and Limitations on High              Consumer Home Loan
                                   Cost Home Loans, N.C. Gen. Stat. ss.ss.
                                   24-1.1E et seq.

                                   Effective July 1, 2000; amended
                                   October 1, 2003 (adding open-end lines
                                   of credit)
------------------------------------------------------------------------------------------------------------
South Carolina                     South Carolina High Cost and                      Consumer Home Loan
                                   Consumer Home Loans Act, S.C. Code
                                   Ann. ss.ss. 37-23-10 et seq.

                                   Effective for loans taken on or after
                                   January 1, 2004
------------------------------------------------------------------------------------------------------------