BEAR STEARNS ASSET BACKED SECURITIES I LLC,

                                   Depositor,

                            EMC MORTGAGE CORPORATION,

                           Seller and Master Servicer,

                                       and

                       LASALLE BANK NATIONAL ASSOCIATION,

                                     Trustee

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

                         POOLING AND SERVICING AGREEMENT

                            Dated as of March 1, 2005

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

              BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2005-HE3

                   ASSET-BACKED CERTIFICATES, SERIES 2005-HE3





<PAGE>


<TABLE>
<CAPTION>


                                TABLE OF CONTENTS
                                                                                                               Page
                                                                                                               ----

                                    ARTICLE I

                                   DEFINITIONS
<S>              <C>                                                                                            <C>

Section 1.01      Defined Terms..................................................................................14
Section 1.02      Allocation of Certain Interest Shortfalls......................................................82

                                   ARTICLE II

             CONVEYANCE OF TRUST FUND REPRESENTATIONS AND WARRANTIES
Section 2.01      Conveyance of Trust Fund.......................................................................84
Section 2.02      Acceptance of the Mortgage Loans...............................................................86
Section 2.03      Representations, Warranties and Covenants of the Master Servicer and
                  the Seller.....................................................................................88
Section 2.04      Representations and Warranties of the Depositor................................................93
Section 2.05      Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases................94
Section 2.06      Countersignature and Delivery of Certificates..................................................95

                                   ARTICLE III

               ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
Section 3.01      The Master Servicer to act as Master Servicer..................................................97
Section 3.02      Due-on-Sale Clauses; Assumption Agreements.....................................................98
Section 3.03      Subservicers...................................................................................99
Section 3.04      Documents, Records and Funds in Possession of the Master Servicer
                  To Be Held for Trustee........................................................................100
Section 3.05      Maintenance of Hazard Insurance...............................................................100
Section 3.06      Presentment of Claims and Collection of Proceeds..............................................101
Section 3.07      Maintenance of the Primary Mortgage Insurance Policies........................................101
Section 3.08      Fidelity Bond, Errors and Omissions Insurance.................................................102
Section 3.09      Realization Upon Defaulted Mortgage Loans; Determination of Excess Liquidation Proceeds and
                  Realized Losses; Repurchases of Certain Mortgage Loans........................................102
Section 3.10      Servicing Compensation........................................................................105
Section 3.11      REO Property..................................................................................105
Section 3.12      Liquidation Reports...........................................................................105
Section 3.13      Annual Certificate as to Compliance...........................................................106
Section 3.14      Annual Independent Certified Public Accountants' Servicing Report.............................106
Section 3.15      Books and Records.............................................................................106
Section 3.16      Reports Filed with Securities and Exchange Commission.........................................107
Section 3.17      UCC...........................................................................................109
Section 3.18      Optional Purchase of Certain Mortgage Loans...................................................109
Section 3.19      Obligations of the Master Servicer in Respect of Mortgage Rates and
                  Scheduled Payments............................................................................109



                                       i
<PAGE>

Section 3.20      Reserve Fund; Payments to and from Swap Administrator.........................................110
Section 3.21      Advancing Facility............................................................................112

                                   ARTICLE IV

                                    ACCOUNTS
Section 4.01      Collection of Mortgage Loan Payments; Protected Account.......................................114
Section 4.02      Permitted Withdrawals From the Protected Account..............................................116
Section 4.03      Collection of Taxes; Assessments and Similar Items; Escrow Accounts...........................117
Section 4.04      Distribution Account..........................................................................118
Section 4.05      Permitted Withdrawals and Transfers from the Distribution Account.............................119
Section 4.06      Class P Certificate Account...................................................................119

                                    ARTICLE V

                           DISTRIBUTIONS AND ADVANCES
Section 5.01      Advances......................................................................................120
Section 5.02      Compensating Interest Payments................................................................120
Section 5.03      REMIC Distributions...........................................................................121
Section 5.04      Distributions.................................................................................121
Section 5.05      Allocation of Realized Losses.................................................................127
Section 5.06      Monthly Statements to Certificateholders......................................................131
Section 5.07      REMIC Designations and REMIC Distributions....................................................134

                                   ARTICLE VI

                                THE CERTIFICATES
Section 6.01      The Certificates..............................................................................138
Section 6.02      Certificate Register; Registration of Transfer and Exchange of Certificates...................139
Section 6.03      Mutilated, Destroyed, Lost or Stolen Certificates.............................................146
Section 6.04      Persons Deemed Owners.........................................................................146
Section 6.05      Access to List of Certificateholders' Names and Addresses.....................................146
Section 6.06      Book-Entry Certificates.......................................................................147
Section 6.07      Notices to Depository.........................................................................148
Section 6.08      Definitive Certificates.......................................................................148
Section 6.09      Maintenance of Office or Agency...............................................................149

                                   ARTICLE VII

                      THE DEPOSITOR AND THE MASTER SERVICER
Section 7.01      Liabilities of the Depositor and the Master Servicer..........................................150
Section 7.02      Merger or Consolidation of the Depositor or the Master Servicer...............................150
Section 7.03      Indemnification of the Trustee and the Master Servicer........................................150
Section 7.04      Limitations on Liability of the Depositor, the Master Servicer and Others.....................151
Section 7.05      Master Servicer Not to Resign.................................................................152
Section 7.06      Successor Master Servicer.....................................................................152
Section 7.07      Sale and Assignment of Master Servicing.......................................................152



                                       ii
<PAGE>


                                  ARTICLE VIII

                     DEFAULT; TERMINATION OF MASTER SERVICER
Section 8.01      Events of Default.............................................................................154
Section 8.02      Trustee to Act; Appointment of Successor......................................................156
Section 8.03      Notification to Certificateholders............................................................157
Section 8.04      Waiver of Defaults............................................................................157

                                   ARTICLE IX

                             CONCERNING THE TRUSTEE
Section 9.01      Duties of Trustee.............................................................................158
Section 9.02      Certain Matters Affecting the Trustee.........................................................159
Section 9.03      Trustee Not Liable for Certificates or Mortgage Loans.........................................161
Section 9.04      Trustee May Own Certificates..................................................................162
Section 9.05      Trustee's Fees and Expenses...................................................................162
Section 9.06      Eligibility Requirements for Trustee..........................................................162
Section 9.07      Insurance.....................................................................................163
Section 9.08      Resignation and Removal of Trustee............................................................163
Section 9.09      Successor Trustee.............................................................................164
Section 9.10      Merger or Consolidation of Trustee............................................................164
Section 9.11      Appointment of Co-Trustee or Separate Trustee.................................................165
Section 9.12      Tax Matters...................................................................................166

                                    ARTICLE X

                                   TERMINATION
Section 10.01     Termination upon Liquidation or Repurchase of all Mortgage Loans..............................169
Section 10.02     Final Distribution on the Certificates........................................................169
Section 10.03     Additional Termination Requirements...........................................................171

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS
Section 11.01     Amendment.....................................................................................173
Section 11.02     Recordation of Agreement; Counterparts........................................................174
Section 11.03     Governing Law.................................................................................174
Section 11.04     Intention of Parties..........................................................................175
Section 11.05     Notices.......................................................................................175
Section 11.06     Severability of Provisions....................................................................176
Section 11.07     Assignment....................................................................................176
Section 11.08     Limitation on Rights of Certificateholders....................................................176
Section 11.09     Inspection and Audit Rights...................................................................177
Section 11.10     Certificates Nonassessable and Fully Paid.....................................................177
Section 11.11     Third Party Rights............................................................................178
</TABLE>



                                       iii
<PAGE>




EXHIBITS

Exhibit A-1      Form of Class A Certificates
Exhibit A-2      Form of Class M Certificates
Exhibit A-3      Form of Class P Certificates
Exhibit A-4      Form of Class CE Certificates
Exhibit A-5      Form of Class R Certificates
Exhibit B        Mortgage Loan Schedule
Exhibit C        Form of Transfer Affidavit
Exhibit D        Form of Transferor Certificate
Exhibit E        Form of Investment Letter (Non-Rule 144A)
Exhibit F        Form of Rule 144A and Related Matters Certificate
Exhibit G        Form of Request for Release
Exhibit H        DTC Letter of Representations
Exhibit I        Schedule of Mortgage Loans with Lost Notes
Exhibit J        Form of Custodial Agreement
Exhibit K        Form of Back-Up Certification
Exhibit L        Form of Mortgage Loan Purchase Agreement
Exhibit M        Swap Agreement
Exhibit N        Special Servicer Delinquency Triggers



                                       iv
<PAGE>


         POOLING AND SERVICING AGREEMENT, dated as of March 1, 2005, among BEAR
STEARNS ASSET BACKED SECURITIES I LLC, a Delaware limited liability company, as
depositor (the "Depositor"), EMC MORTGAGE CORPORATION, a Delaware corporation,
as seller (in such capacity, the "Seller") and as master servicer (in such
capacity, the "Master Servicer") and LASALLE BANK NATIONAL ASSOCIATION, a
national banking association, not in its individual capacity, but solely as
trustee (the "Trustee").

                              PRELIMINARY STATEMENT

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

                                     REMIC I

         As provided herein, the Trustee will elect to treat the segregated pool
of assets consisting of the Mortgage Loans and certain other related assets
subject to this Agreement (other than the Reserve Fund, the Swap Agreement, the
Swap Account and any rights or obligations in respect of the Swap Administration
Agreement) as a REMIC (as defined herein) for federal income tax purposes, and
such segregated pool of assets will be designated as "REMIC I". The Class R-1
Certificates will be the sole class of Residual Interests (as defined herein) in
REMIC I for purposes of the REMIC Provisions (as defined herein). The following
table irrevocably sets forth the designation, the Uncertificated REMIC I
Pass-Through Rate, the initial Uncertificated Principal Balance and, for
purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" for each of the REMIC I Regular Interests (as
defined herein). None of the REMIC I Regular Interests will be certificated.


<TABLE>
<CAPTION>

                         Uncertificated REMIC I       Initial Uncertificated      Latest Possible
Designation                 Pass-Through Rate            Principal Balance        Maturity Date (1)
-----------                 -----------------            -----------------        -----------------
<S>                           <C>                     <C>                          <C>
I-1-A                         Variable(2)             $        1,658,362.48        March 25, 2035
I-1-B                         Variable(2)             $        1,658,362.48        March 25, 2035
I-2-A                         Variable(2)             $        2,027,613.38        March 25, 2035
I-2-B                         Variable(2)             $        2,027,613.38        March 25, 2035
I-3-A                         Variable(2)             $        2,393,520.40        March 25, 2035
I-3-B                         Variable(2)             $        2,393,520.40        March 25, 2035
I-4-A                         Variable(2)             $        2,752,490.04        March 25, 2035
I-4-B                         Variable(2)             $        2,752,490.04        March 25, 2035
I-5-A                         Variable(2)             $        3,101,121.24        March 25, 2035
I-5-B                         Variable(2)             $        3,101,121.24        March 25, 2035
I-6-A                         Variable(2)             $        3,435,708.44        March 25, 2035
I-6-B                         Variable(2)             $        3,435,708.44        March 25, 2035
I-7-A                         Variable(2)             $        3,752,700.17        March 25, 2035
I-7-B                         Variable(2)             $        3,752,700.17        March 25, 2035
I-8-A                         Variable(2)             $        4,040,100.77        March 25, 2035
I-8-B                         Variable(2)             $        4,040,100.77        March 25, 2035
I-9-A                         Variable(2)             $        4,233,606.11        March 25, 2035
I-9-B                         Variable(2)             $        4,233,606.11        March 25, 2035



                                     1
<PAGE>


I-10-A                        Variable(2)             $        4,173,698.17        March 25, 2035
I-10-B                        Variable(2)             $        4,173,698.17        March 25, 2035
I-11-A                        Variable(2)             $        3,989,303.66        March 25, 2035
I-11-B                        Variable(2)             $        3,989,303.66        March 25, 2035
I-12-A                        Variable(2)             $        3,808,298.91        March 25, 2035
I-12-B                        Variable(2)             $        3,808,298.91        March 25, 2035
I-13-A                        Variable(2)             $        3,635,600.14        March 25, 2035
I-13-B                        Variable(2)             $        3,635,600.14        March 25, 2035
I-14-A                        Variable(2)             $        3,470,823.17        March 25, 2035
I-14-B                        Variable(2)             $        3,470,823.17        March 25, 2035
I-15-A                        Variable(2)             $        3,313,601.70        March 25, 2035
I-15-B                        Variable(2)             $        3,313,601.70        March 25, 2035
I-16-A                        Variable(2)             $        3,163,586.51        March 25, 2035
I-16-B                        Variable(2)             $        3,163,586.51        March 25, 2035
I-17-A                        Variable(2)             $        3,020,444.49        March 25, 2035
I-17-B                        Variable(2)             $        3,020,444.49        March 25, 2035
I-18-A                        Variable(2)             $        2,883,858.11        March 25, 2035
I-18-B                        Variable(2)             $        2,883,858.11        March 25, 2035
I-19-A                        Variable(2)             $        2,753,522.70        March 25, 2035
I-19-B                        Variable(2)             $        2,753,522.70        March 25, 2035
I-20-A                        Variable(2)             $        2,629,199.75        March 25, 2035
I-20-B                        Variable(2)             $        2,629,199.75        March 25, 2035
I-21-A                        Variable(2)             $        2,510,498.84        March 25, 2035
I-21-B                        Variable(2)             $        2,510,498.84        March 25, 2035
I-22-A                        Variable(2)             $        2,393,363.77        March 25, 2035
I-22-B                        Variable(2)             $        2,393,363.77        March 25, 2035
I-23-A                        Variable(2)             $        2,287,664.79        March 25, 2035
I-23-B                        Variable(2)             $        2,287,664.79        March 25, 2035
I-24-A                        Variable(2)             $       35,601,131.14        March 25, 2035
I-24-B                        Variable(2)             $       35,601,131.14        March 25, 2035
I-25-A                        Variable(2)             $          505,414.56        March 25, 2035
I-25-B                        Variable(2)             $          505,414.56        March 25, 2035
I-26-A                        Variable(2)             $          486,283.73        March 25, 2035
I-26-B                        Variable(2)             $          486,283.73        March 25, 2035
I-27-A                        Variable(2)             $          467,905.84        March 25, 2035
I-27-B                        Variable(2)             $          467,905.84        March 25, 2035
I-28-A                        Variable(2)             $          450,250.09        March 25, 2035
I-28-B                        Variable(2)             $          450,250.09        March 25, 2035
I-29-A                        Variable(2)             $          433,286.97        March 25, 2035
I-29-B                        Variable(2)             $          433,286.97        March 25, 2035
I-30-A                        Variable(2)             $          416,994.95        March 25, 2035
I-30-B                        Variable(2)             $          416,994.95        March 25, 2035
I-31-A                        Variable(2)             $          401,333.02        March 25, 2035
I-31-B                        Variable(2)             $          401,333.02        March 25, 2035
I-32-A                        Variable(2)             $          386,296.62        March 25, 2035
I-32-B                        Variable(2)             $          386,296.62        March 25, 2035



                                     2
<PAGE>


I-33-A                        Variable(2)             $          371,637.78        March 25, 2035
I-33-B                        Variable(2)             $          371,637.78        March 25, 2035
I-34-A                        Variable(2)             $          357,533.07        March 25, 2035
I-34-B                        Variable(2)             $          357,533.07        March 25, 2035
I-35-A                        Variable(2)             $          344,219.01        March 25, 2035
I-35-B                        Variable(2)             $          344,219.01        March 25, 2035
I-36-A                        Variable(2)             $        2,755,587.13        March 25, 2035
I-36-B                        Variable(2)             $        2,755,587.13        March 25, 2035
I-37-A                        Variable(2)             $          204,520.31        March 25, 2035
I-37-B                        Variable(2)             $          204,520.31        March 25, 2035
I-38-A                        Variable(2)             $          198,087.22        March 25, 2035
I-38-B                        Variable(2)             $          198,087.22        March 25, 2035
I-39-A                        Variable(2)             $          191,855.42        March 25, 2035
I-39-B                        Variable(2)             $          191,855.42        March 25, 2035
I-40-A                        Variable(2)             $          185,818.68        March 25, 2035
I-40-B                        Variable(2)             $          185,818.68        March 25, 2035
I-41-A                        Variable(2)             $          179,970.90        March 25, 2035
I-41-B                        Variable(2)             $          179,970.90        March 25, 2035
I-42-A                        Variable(2)             $          174,306.18        March 25, 2035
I-42-B                        Variable(2)             $          174,306.18        March 25, 2035
I-43-A                        Variable(2)             $          168,818.82        March 25, 2035
I-43-B                        Variable(2)             $          168,818.82        March 25, 2035
I-44-A                        Variable(2)             $          163,503.31        March 25, 2035
I-44-B                        Variable(2)             $          163,503.31        March 25, 2035
I-45-A                        Variable(2)             $          158,354.25        March 25, 2035
I-45-B                        Variable(2)             $          158,354.25        March 25, 2035
I-46-A                        Variable(2)             $          153,366.47        March 25, 2035
I-46-B                        Variable(2)             $          153,366.47        March 25, 2035
I-47-A                        Variable(2)             $          148,534.94        March 25, 2035
I-47-B                        Variable(2)             $          148,534.94        March 25, 2035
I-48-A                        Variable(2)             $          143,854.79        March 25, 2035
I-48-B                        Variable(2)             $          143,854.79        March 25, 2035
I-49-A                        Variable(2)             $          139,321.29        March 25, 2035
I-49-B                        Variable(2)             $          139,321.29        March 25, 2035
I-50-A                        Variable(2)             $          134,929.86        March 25, 2035
I-50-B                        Variable(2)             $          134,929.86        March 25, 2035
I-51-A                        Variable(2)             $          130,676.07        March 25, 2035
I-51-B                        Variable(2)             $          130,676.07        March 25, 2035
I-52-A                        Variable(2)             $          126,555.63        March 25, 2035
I-52-B                        Variable(2)             $          126,555.63        March 25, 2035
I-53-A                        Variable(2)             $          122,564.37        March 25, 2035
I-53-B                        Variable(2)             $          122,564.37        March 25, 2035
I-54-A                        Variable(2)             $          118,698.26        March 25, 2035
I-54-B                        Variable(2)             $          118,698.26        March 25, 2035
I-55-A                        Variable(2)             $          114,953.39        March 25, 2035
I-55-B                        Variable(2)             $          114,953.39        March 25, 2035



                                     3
<PAGE>


I-56-A                        Variable(2)             $          111,325.98        March 25, 2035
I-56-B                        Variable(2)             $          111,325.98        March 25, 2035
I-57-A                        Variable(2)             $          107,900.48        March 25, 2035
I-57-B                        Variable(2)             $          107,900.48        March 25, 2035
I-58-A                        Variable(2)             $          104,562.76        March 25, 2035
I-58-B                        Variable(2)             $          104,562.76        March 25, 2035
I-59-A                        Variable(2)             $          101,257.55        March 25, 2035
I-59-B                        Variable(2)             $          101,257.55        March 25, 2035
I-60-A                        Variable(2)             $        3,074,157.92        March 25, 2035
I-60-B                        Variable(2)             $        3,074,157.92        March 25, 2035
II-1-A                        Variable(2)             $          664,329.66        March 25, 2035
II-1-B                        Variable(2)             $          664,329.66        March 25, 2035
II-2-A                        Variable(2)             $          812,249.26        March 25, 2035
II-2-B                        Variable(2)             $          812,249.26        March 25, 2035
II-3-A                        Variable(2)             $          958,829.33        March 25, 2035
II-3-B                        Variable(2)             $          958,829.33        March 25, 2035
II-4-A                        Variable(2)             $        1,102,630.33        March 25, 2035
II-4-B                        Variable(2)             $        1,102,630.33        March 25, 2035
II-5-A                        Variable(2)             $        1,242,289.81        March 25, 2035
II-5-B                        Variable(2)             $        1,242,289.81        March 25, 2035
II-6-A                        Variable(2)             $        1,376,323.35        March 25, 2035
II-6-B                        Variable(2)             $        1,376,323.35        March 25, 2035
II-7-A                        Variable(2)             $        1,503,308.26        March 25, 2035
II-7-B                        Variable(2)             $        1,503,308.26        March 25, 2035
II-8-A                        Variable(2)             $        1,618,439.14        March 25, 2035
II-8-B                        Variable(2)             $        1,618,439.14        March 25, 2035
II-9-A                        Variable(2)             $        1,695,956.18        March 25, 2035
II-9-B                        Variable(2)             $        1,695,956.18        March 25, 2035
II-10-A                       Variable(2)             $        1,671,957.43        March 25, 2035
II-10-B                       Variable(2)             $        1,671,957.43        March 25, 2035
II-11-A                       Variable(2)             $        1,598,090.14        March 25, 2035
II-11-B                       Variable(2)             $        1,598,090.14        March 25, 2035
II-12-A                       Variable(2)             $        1,525,580.77        March 25, 2035
II-12-B                       Variable(2)             $        1,525,580.77        March 25, 2035
II-13-A                       Variable(2)             $        1,456,398.72        March 25, 2035
II-13-B                       Variable(2)             $        1,456,398.72        March 25, 2035
II-14-A                       Variable(2)             $        1,390,390.09        March 25, 2035
II-14-B                       Variable(2)             $        1,390,390.09        March 25, 2035
II-15-A                       Variable(2)             $        1,327,408.16        March 25, 2035
II-15-B                       Variable(2)             $        1,327,408.16        March 25, 2035
II-16-A                       Variable(2)             $        1,267,313.00        March 25, 2035
II-16-B                       Variable(2)             $        1,267,313.00        March 25, 2035
II-17-A                       Variable(2)             $        1,209,971.21        March 25, 2035
II-17-B                       Variable(2)             $        1,209,971.21        March 25, 2035
II-18-A                       Variable(2)             $        1,155,255.55        March 25, 2035
II-18-B                       Variable(2)             $        1,155,255.55        March 25, 2035



                                     4
<PAGE>


II-19-A                       Variable(2)             $        1,103,044.00        March 25, 2035
II-19-B                       Variable(2)             $        1,103,044.00        March 25, 2035
II-20-A                       Variable(2)             $        1,053,241.00        March 25, 2035
II-20-B                       Variable(2)             $        1,053,241.00        March 25, 2035
II-21-A                       Variable(2)             $        1,005,690.16        March 25, 2035
II-21-B                       Variable(2)             $        1,005,690.16        March 25, 2035
II-22-A                       Variable(2)             $          958,766.58        March 25, 2035
II-22-B                       Variable(2)             $          958,766.58        March 25, 2035
II-23-A                       Variable(2)             $          916,424.23        March 25, 2035
II-23-B                       Variable(2)             $          916,424.23        March 25, 2035
II-24-A                       Variable(2)             $       14,261,590.87        March 25, 2035
II-24-B                       Variable(2)             $       14,261,590.87        March 25, 2035
II-25-A                       Variable(2)             $          202,465.92        March 25, 2035
II-25-B                       Variable(2)             $          202,465.92        March 25, 2035
II-26-A                       Variable(2)             $          194,802.23        March 25, 2035
II-26-B                       Variable(2)             $          194,802.23        March 25, 2035
II-27-A                       Variable(2)             $          187,440.16        March 25, 2035
II-27-B                       Variable(2)             $          187,440.16        March 25, 2035
II-28-A                       Variable(2)             $          180,367.38        March 25, 2035
II-28-B                       Variable(2)             $          180,367.38        March 25, 2035
II-29-A                       Variable(2)             $          173,572.06        March 25, 2035
II-29-B                       Variable(2)             $          173,572.06        March 25, 2035
II-30-A                       Variable(2)             $          167,045.58        March 25, 2035
II-30-B                       Variable(2)             $          167,045.58        March 25, 2035
II-31-A                       Variable(2)             $          160,771.50        March 25, 2035
II-31-B                       Variable(2)             $          160,771.50        March 25, 2035
II-32-A                       Variable(2)             $          154,748.01        March 25, 2035
II-32-B                       Variable(2)             $          154,748.01        March 25, 2035
II-33-A                       Variable(2)             $          148,875.77        March 25, 2035
II-33-B                       Variable(2)             $          148,875.77        March 25, 2035
II-34-A                       Variable(2)             $          143,225.52        March 25, 2035
II-34-B                       Variable(2)             $          143,225.52        March 25, 2035
II-35-A                       Variable(2)             $          137,891.99        March 25, 2035
II-35-B                       Variable(2)             $          137,891.99        March 25, 2035
II-36-A                       Variable(2)             $        1,103,871.00        March 25, 2035
II-36-B                       Variable(2)             $        1,103,871.00        March 25, 2035
II-37-A                       Variable(2)             $           81,929.56        March 25, 2035
II-37-B                       Variable(2)             $           81,929.56        March 25, 2035
II-38-A                       Variable(2)             $           79,352.50        March 25, 2035
II-38-B                       Variable(2)             $           79,352.50        March 25, 2035
II-39-A                       Variable(2)             $           76,856.08        March 25, 2035
II-39-B                       Variable(2)             $           76,856.08        March 25, 2035
II-40-A                       Variable(2)             $           74,437.80        March 25, 2035
II-40-B                       Variable(2)             $           74,437.80        March 25, 2035
II-41-A                       Variable(2)             $           72,095.22        March 25, 2035
II-41-B                       Variable(2)             $           72,095.22        March 25, 2035



                                     5
<PAGE>


II-42-A                       Variable(2)             $           69,825.97        March 25, 2035
II-42-B                       Variable(2)             $           69,825.97        March 25, 2035
II-43-A                       Variable(2)             $           67,627.77        March 25, 2035
II-43-B                       Variable(2)             $           67,627.77        March 25, 2035
II-44-A                       Variable(2)             $           65,498.40        March 25, 2035
II-44-B                       Variable(2)             $           65,498.40        March 25, 2035
II-45-A                       Variable(2)             $           63,435.72        March 25, 2035
II-45-B                       Variable(2)             $           63,435.72        March 25, 2035
II-46-A                       Variable(2)             $           61,437.65        March 25, 2035
II-46-B                       Variable(2)             $           61,437.65        March 25, 2035
II-47-A                       Variable(2)             $           59,502.17        March 25, 2035
II-47-B                       Variable(2)             $           59,502.17        March 25, 2035
II-48-A                       Variable(2)             $           57,627.33        March 25, 2035
II-48-B                       Variable(2)             $           57,627.33        March 25, 2035
II-49-A                       Variable(2)             $           55,811.24        March 25, 2035
II-49-B                       Variable(2)             $           55,811.24        March 25, 2035
II-50-A                       Variable(2)             $           54,052.06        March 25, 2035
II-50-B                       Variable(2)             $           54,052.06        March 25, 2035
II-51-A                       Variable(2)             $           52,348.02        March 25, 2035
II-51-B                       Variable(2)             $           52,348.02        March 25, 2035
II-52-A                       Variable(2)             $           50,697.39        March 25, 2035
II-52-B                       Variable(2)             $           50,697.39        March 25, 2035
II-53-A                       Variable(2)             $           49,098.52        March 25, 2035
II-53-B                       Variable(2)             $           49,098.52        March 25, 2035
II-54-A                       Variable(2)             $           47,549.78        March 25, 2035
II-54-B                       Variable(2)             $           47,549.78        March 25, 2035
II-55-A                       Variable(2)             $           46,049.61        March 25, 2035
II-55-B                       Variable(2)             $           46,049.61        March 25, 2035
II-56-A                       Variable(2)             $           44,596.49        March 25, 2035
II-56-B                       Variable(2)             $           44,596.49        March 25, 2035
II-57-A                       Variable(2)             $           43,224.26        March 25, 2035
II-57-B                       Variable(2)             $           43,224.26        March 25, 2035
II-58-A                       Variable(2)             $           41,887.19        March 25, 2035
II-58-B                       Variable(2)             $           41,887.19        March 25, 2035
II-59-A                       Variable(2)             $           40,563.14        March 25, 2035
II-59-B                       Variable(2)             $           40,563.14        March 25, 2035
II-60-A                       Variable(2)             $        1,231,488.47        March 25, 2035
II-60-B                       Variable(2)             $        1,231,488.47        March 25, 2035
III-1-A                       Variable(2)             $        2,474,853.80        March 25, 2035
III-1-B                       Variable(2)             $        2,474,853.80        March 25, 2035
III-2-A                       Variable(2)             $        3,025,904.61        March 25, 2035
III-2-B                       Variable(2)             $        3,025,904.61        March 25, 2035
III-3-A                       Variable(2)             $        3,571,965.18        March 25, 2035
III-3-B                       Variable(2)             $        3,571,965.18        March 25, 2035
III-4-A                       Variable(2)             $        4,107,672.78        March 25, 2035
III-4-B                       Variable(2)             $        4,107,672.78        March 25, 2035



                                     6
<PAGE>


III-5-A                       Variable(2)             $        4,627,951.82        March 25, 2035
III-5-B                       Variable(2)             $        4,627,951.82        March 25, 2035
III-6-A                       Variable(2)             $        5,127,272.33        March 25, 2035
III-6-B                       Variable(2)             $        5,127,272.33        March 25, 2035
III-7-A                       Variable(2)             $        5,600,334.29        March 25, 2035
III-7-B                       Variable(2)             $        5,600,334.29        March 25, 2035
III-8-A                       Variable(2)             $        6,029,235.97        March 25, 2035
III-8-B                       Variable(2)             $        6,029,235.97        March 25, 2035
III-9-A                       Variable(2)             $        6,318,013.27        March 25, 2035
III-9-B                       Variable(2)             $        6,318,013.27        March 25, 2035
III-10-A                      Variable(2)             $        6,228,609.78        March 25, 2035
III-10-B                      Variable(2)             $        6,228,609.78        March 25, 2035
III-11-A                      Variable(2)             $        5,953,429.02        March 25, 2035
III-11-B                      Variable(2)             $        5,953,429.02        March 25, 2035
III-12-A                      Variable(2)             $        5,683,306.95        March 25, 2035
III-12-B                      Variable(2)             $        5,683,306.95        March 25, 2035
III-13-A                      Variable(2)             $        5,425,580.30        March 25, 2035
III-13-B                      Variable(2)             $        5,425,580.30        March 25, 2035
III-14-A                      Variable(2)             $        5,179,675.73        March 25, 2035
III-14-B                      Variable(2)             $        5,179,675.73        March 25, 2035
III-15-A                      Variable(2)             $        4,945,046.60        March 25, 2035
III-15-B                      Variable(2)             $        4,945,046.60        March 25, 2035
III-16-A                      Variable(2)             $        4,721,171.74        March 25, 2035
III-16-B                      Variable(2)             $        4,721,171.74        March 25, 2035
III-17-A                      Variable(2)             $        4,507,554.05        March 25, 2035
III-17-B                      Variable(2)             $        4,507,554.05        March 25, 2035
III-18-A                      Variable(2)             $        4,303,719.65        March 25, 2035
III-18-B                      Variable(2)             $        4,303,719.65        March 25, 2035
III-19-A                      Variable(2)             $        4,109,213.87        March 25, 2035
III-19-B                      Variable(2)             $        4,109,213.87        March 25, 2035
III-20-A                      Variable(2)             $        3,923,680.77        March 25, 2035
III-20-B                      Variable(2)             $        3,923,680.77        March 25, 2035
III-21-A                      Variable(2)             $        3,746,537.71        March 25, 2035
III-21-B                      Variable(2)             $        3,746,537.71        March 25, 2035
III-22-A                      Variable(2)             $        3,571,731.43        March 25, 2035
III-22-B                      Variable(2)             $        3,571,731.43        March 25, 2035
III-23-A                      Variable(2)             $        3,413,991.78        March 25, 2035
III-23-B                      Variable(2)             $        3,413,991.78        March 25, 2035
III-24-A                      Variable(2)             $       53,129,273.93        March 25, 2035
III-24-B                      Variable(2)             $       53,129,273.93        March 25, 2035
III-25-A                      Variable(2)             $          754,254.36        March 25, 2035
III-25-B                      Variable(2)             $          754,254.36        March 25, 2035
III-26-A                      Variable(2)             $          725,704.52        March 25, 2035
III-26-B                      Variable(2)             $          725,704.52        March 25, 2035
III-27-A                      Variable(2)             $          698,278.31        March 25, 2035
III-27-B                      Variable(2)             $          698,278.31        March 25, 2035



                                     7
<PAGE>


III-28-A                      Variable(2)             $          671,929.78        March 25, 2035
III-28-B                      Variable(2)             $          671,929.78        March 25, 2035
III-29-A                      Variable(2)             $          646,614.91        March 25, 2035
III-29-B                      Variable(2)             $          646,614.91        March 25, 2035
III-30-A                      Variable(2)             $          622,301.55        March 25, 2035
III-30-B                      Variable(2)             $          622,301.55        March 25, 2035
III-31-A                      Variable(2)             $          598,928.49        March 25, 2035
III-31-B                      Variable(2)             $          598,928.49        March 25, 2035
III-32-A                      Variable(2)             $          576,488.96        March 25, 2035
III-32-B                      Variable(2)             $          576,488.96        March 25, 2035
III-33-A                      Variable(2)             $          554,612.87        March 25, 2035
III-33-B                      Variable(2)             $          554,612.87        March 25, 2035
III-34-A                      Variable(2)             $          533,563.74        March 25, 2035
III-34-B                      Variable(2)             $          533,563.74        March 25, 2035
III-35-A                      Variable(2)             $          513,694.52        March 25, 2035
III-35-B                      Variable(2)             $          513,694.52        March 25, 2035
III-36-A                      Variable(2)             $        4,112,294.71        March 25, 2035
III-36-B                      Variable(2)             $        4,112,294.71        March 25, 2035
III-37-A                      Variable(2)             $          305,215.46        March 25, 2035
III-37-B                      Variable(2)             $          305,215.46        March 25, 2035
III-38-A                      Variable(2)             $          295,615.05        March 25, 2035
III-38-B                      Variable(2)             $          295,615.05        March 25, 2035
III-39-A                      Variable(2)             $          286,315.04        March 25, 2035
III-39-B                      Variable(2)             $          286,315.04        March 25, 2035
III-40-A                      Variable(2)             $          277,306.12        March 25, 2035
III-40-B                      Variable(2)             $          277,306.12        March 25, 2035
III-41-A                      Variable(2)             $          268,579.20        March 25, 2035
III-41-B                      Variable(2)             $          268,579.20        March 25, 2035
III-42-A                      Variable(2)             $          260,125.47        March 25, 2035
III-42-B                      Variable(2)             $          260,125.47        March 25, 2035
III-43-A                      Variable(2)             $          251,936.42        March 25, 2035
III-43-B                      Variable(2)             $          251,936.42        March 25, 2035
III-44-A                      Variable(2)             $          244,003.82        March 25, 2035
III-44-B                      Variable(2)             $          244,003.82        March 25, 2035
III-45-A                      Variable(2)             $          236,319.63        March 25, 2035
III-45-B                      Variable(2)             $          236,319.63        March 25, 2035
III-46-A                      Variable(2)             $          228,876.14        March 25, 2035
III-46-B                      Variable(2)             $          228,876.14        March 25, 2035
III-47-A                      Variable(2)             $          221,665.81        March 25, 2035
III-47-B                      Variable(2)             $          221,665.81        March 25, 2035
III-48-A                      Variable(2)             $          214,681.40        March 25, 2035
III-48-B                      Variable(2)             $          214,681.40        March 25, 2035
III-49-A                      Variable(2)             $          207,915.83        March 25, 2035
III-49-B                      Variable(2)             $          207,915.83        March 25, 2035
III-50-A                      Variable(2)             $          201,362.29        March 25, 2035
III-50-B                      Variable(2)             $          201,362.29        March 25, 2035



                                     8
<PAGE>


III-51-A                      Variable(2)             $          195,014.16        March 25, 2035
III-51-B                      Variable(2)             $          195,014.16        March 25, 2035
III-52-A                      Variable(2)             $          188,865.03        March 25, 2035
III-52-B                      Variable(2)             $          188,865.03        March 25, 2035
III-53-A                      Variable(2)             $          182,908.68        March 25, 2035
III-53-B                      Variable(2)             $          182,908.68        March 25, 2035
III-54-A                      Variable(2)             $          177,139.10        March 25, 2035
III-54-B                      Variable(2)             $          177,139.10        March 25, 2035
III-55-A                      Variable(2)             $          171,550.46        March 25, 2035
III-55-B                      Variable(2)             $          171,550.46        March 25, 2035
III-56-A                      Variable(2)             $          166,137.10        March 25, 2035
III-56-B                      Variable(2)             $          166,137.10        March 25, 2035
III-57-A                      Variable(2)             $          161,025.05        March 25, 2035
III-57-B                      Variable(2)             $          161,025.05        March 25, 2035
III-58-A                      Variable(2)             $          156,044.02        March 25, 2035
III-58-B                      Variable(2)             $          156,044.02        March 25, 2035
III-59-A                      Variable(2)             $          151,111.49        March 25, 2035
III-59-B                      Variable(2)             $          151,111.49        March 25, 2035
III-60-A                      Variable(2)             $        4,587,713.17        March 25, 2035
III-60-B                      Variable(2)             $        4,587,713.17        March 25, 2035
P                             0.00%                   $              100.00        March 25, 2035
</TABLE>

---------------------------
(1)      For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date immediately following the maturity
         date for the Mortgage Loan with the latest maturity date has been
         designated as the "latest possible maturity date" for each REMIC I
         Regular Interest.
(2)      Calculated in accordance with the definition of "Uncertificated REMIC I
         Pass-Through Rate" herein.


                                    REMIC II

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


<TABLE>
<CAPTION>



                                  Uncertificated REMIC II      Initial Uncertificated           Latest Possible
         Designation                 Pass-Through Rate            Principal Balance             Maturity Date (1)
         -----------                 -----------------            -----------------             -----------------
           <S>                          <C>                    <C>                              <C>
              AA                        Variable(2)            $       342,660,746.74           March 25, 2035
            I-A-1                       Variable(2)            $           634,570.00           March 25, 2035
            I-A-2                       Variable(2)            $           296,530.00           March 25, 2035
            I-A-3                       Variable(2)            $            65,915.00           March 25, 2035



                                       9
<PAGE>


            II-A-1                      Variable(2)            $           291,160.00           March 25, 2035
            II-A-2                      Variable(2)            $            72,790.00           March 25, 2035
           III-A-1                      Variable(2)            $         1,077,680.00           March 25, 2035
           III-A-2                      Variable(2)            $           269,420.00           March 25, 2035
             M-1                        Variable(2)            $           260,490.00           March 25, 2035
             M-2                        Variable(2)            $           194,060.00           March 25, 2035
             M-3                        Variable(2)            $            61,190.00           March 25, 2035
             M-4                        Variable(2)            $            52,450.00           March 25, 2035
             M-5                        Variable(2)            $            41,960.00           March 25, 2035
             M-6                        Variable(2)            $            34,965.00           March 25, 2035
             M-7                        Variable(2)            $            31,470.00           March 25, 2035
             M-8                        Variable(2)            $            34,965.00           March 25, 2035
              ZZ                        Variable(2)            $         3,573,461.46           March 25, 2035
              P                            0.00%               $               100.00           March 25, 2035
              IO                            (2)                                 (3)             March 25, 2035
              1A                        Variable(2)            $             4,232.59           March 25, 2035
              1B                        Variable(2)            $            24,172.89           March 25, 2035
              2A                        Variable(2)            $             2,404.51           March 25, 2035
              2B                        Variable(2)            $             9,683.51           March 25, 2035
              3A                        Variable(2)            $             9,132.36           March 25, 2035
              3B                        Variable(2)            $            36,074.36           March 25, 2035
              XX                        Variable(2)            $       349,568,122.97           March 25, 2035

</TABLE>

---------------------------
(1)      For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date immediately following the maturity
         date for the Mortgage Loan with the latest maturity date has been
         designated as the "latest possible maturity date" for each REMIC II
         Regular Interest.
(2)      Calculated in accordance with the definition of "Uncertificated REMIC
         II Pass-Through Rate" herein. (3) REMIC II Regular Interest IO will not
         have an Uncertificated Principal Balance but will accrue interest
         on its uncertificated notional amount calculated in accordance with the
         definition of "Uncertificated Notional Amount" herein.


                                    REMIC III

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

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

         Each Certificate, other than the the Class P Certificate, the Class CE
Certificate and the Class R Certificates, represents ownership of a Regular
Interest in REMIC III and also represents (i) the right to receive payments with
respect to the Basis Risk Shortfall Carry Forward Amount (as defined herein) and
(ii) the obligation to pay Class IO Distribution Amounts (as defined



                                       10
<PAGE>


herein). The entitlement to principal of the Regular Interest which corresponds
to each Certificate shall be equal in amount and timing to the entitlement to
principal of such Certificate.


<TABLE>
<CAPTION>

                                                               Initial Certificate or
                                                                   Uncertificated               Latest Possible
         Designation                 Pass-Through Rate            Principal Balance             Maturity Date(1)
         -----------                 -----------------            -----------------             ----------------
           <S>                          <C>                    <C>                              <C>
           I-A-1(2)                     Variable(3)            $      126,914,000.00            March 25, 2035
           I-A-2(2)                     Variable(3)            $       59,306,000.00            March 25, 2035
           I-A-3(2)                     Variable(3)            $       13,183,000.00            March 25, 2035
          II-A-1(2)                     Variable(3)            $       58,232,000.00            March 25, 2035
          II-A-2(2)                     Variable(3)            $       14,558,000.00            March 25, 2035
          III-A-1(2)                    Variable(3)            $      215,536,000.00            March 25, 2035
          III-A-2(2)                    Variable(3)            $       53,884,000.00            March 25, 2035
            M-1(2)                      Variable(3)            $       52,098,000.00            March 25, 2035
            M-2(2)                      Variable(3)            $       38,812,000.00            March 25, 2035
            M-3(2)                      Variable(3)            $       12,238,000.00            March 25, 2035
            M-4(2)                      Variable(3)            $       10,490,000.00            March 25, 2035
            M-5(2)                      Variable(3)            $        8,392,000.00            March 25, 2035
            M-6(2)                      Variable(3)            $        6,993,000.00            March 25, 2035
            M-7(2)                      Variable(3)            $        6,294,000.00            March 25, 2035
            M-8(2)                      Variable(3)            $        6,993,000.00            March 25, 2035
      Class CE Interest               Variable(3)(4)           $       15,384,646.40            March 25, 2035
       Class P Interest                  0.00%(5)              $              100.00            March 25, 2035
      Class IO Interest                     (6)                                (7)
</TABLE>

-------------------
(1)      For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date in the month following the maturity
         date for the Mortgage Loan with the latest maturity date has been
         designated as the "latest possible maturity date" for each REMIC III
         Regular Interest.
(2)      This Class of Certificates represents ownership of a Regular Interest
         in REMIC III. Any amount distributed on this Class of Certificates on
         any Distribution Date in excess of the amount distributable on the
         related Regular Interest in REMIC III on such Distribution Date shall
         be treated for federal income tax purposes as having been paid from the
         Reserve Fund or the Swap Account, as applicable, and any amount
         distributable on the related Regular Interest in REMIC III on such
         Distribution Date in excess of the amount distributable on such Class
         of Certificates on such Distribution Date shall be treated as having
         been paid to the Swap Account, all pursuant to and as further provided
         in Section 3.20 hereof.
(3)      Calculated in accordance with the definition of "Pass-Through Rate"
         herein. Each Regular Interest in REMIC III (other than the Class CE, P
         and IO Interests) which corresponds to a Certificate will have the same
         Pass-Through Rate as such Certificate, except with respect to the Net
         Rate Cap. The Net Rate Cap for each such Regular Interest in REMIC III
         and Certificate is specified in the definition of "Net Rate Cap".
(4)      The Class CE Interest will accrue interest at its variable Pass-Through
         Rate on the Uncertificated Notional Amount of the Class CE Interest
         outstanding from time to time which shall equal the aggregate
         Uncertificated Principal Balance of the REMIC II Regular Interests
         (other than REMIC II Regular Interest P). The Class CE Interest will
         not accrue interest on its Uncertificated Principal Balance.
(5)      The Class P Interest is not entitled to distributions in respect of
         interest.
(6)      For federal income tax purposes, the Class IO Interest will not have a
         Pass-Through Rate, but will be entitled to 100% of the amounts
         distributed on REMIC II Regular Interest IO.
(7)      For federal income tax purposes, the Class IO Interest will not have an
         Uncertificated Principal Balance, but will have a notional amount equal
         to the Uncertificated Notional Amount of REMIC II Regular Interest IO.



                                       11
<PAGE>


                                    REMIC IV

         As provided herein, the Trustee shall elect to treat the segregated
pool of assets consisting of the Class CE Interest as a REMIC for federal income
tax purposes, and such segregated pool of assets will be designated as "REMIC
IV". The Class R-4 Interest represents the sole class of Residual Interests in
REMIC IV for purposes of the REMIC Provisions.

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


<TABLE>
<CAPTION>

                                                                 Initial Certificate            Latest Possible
      Class Designation              Pass-Through Rate            Principal Balance             Maturity Date(1)
      -----------------              -----------------            -----------------             ----------------
              <S>                       <C>                    <C>                              <C>
              CE                        Variable(2)            $        15,384,646.40           March 25, 2035
</TABLE>

---------------
(1)      For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date immediately following the maturity
         date for the Mortgage Loan with the latest maturity date has been
         designated as the "latest possible maturity date" for the Class CE
         Certificates.
(2)      The Class CE Certificates will receive 100% of amounts received in
         respect of the Class CE Interest.


                                     REMIC V

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

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


<TABLE>
<CAPTION>

                                                                      Initial
                                                                Certificate Principal           Latest Possible
      Class Designation              Pass-Through Rate                 Balance                  Maturity Date(1)
      -----------------              -----------------                 -------                  ----------------
              <S>                       <C>                        <C>                          <C>
              P                          0.00%(2)                  $      100.00                March 25, 2035
</TABLE>

---------------
(1)      For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date immediately following the maturity
         date for the Mortgage Loan with the latest maturity date has been
         designated as the "latest possible maturity date" for the Class P
         Certificates.
(2)      The Class P Certificates will receive 100% of amounts received in
         respect of the Class P Interest.

                                    REMIC VI

         As provided herein, the Trustee shall elect to treat the segregated
pool of assets consisting of the Class IO Interest as a REMIC for federal income
tax purposes, and such segregated pool



                                       12
<PAGE>


of assets will be designated as "REMIC VI". The Class R-6 Interest represents
the sole class of Residual Interests in REMIC VI for purposes of the REMIC
Provisions.

         The following table sets forth the designation, Pass-Through Rate,
initial Uncertificated Principal Balance and, for purposes of satisfying
Treasury Regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity
date" for the indicated class of interests that represents a Regular Interest in
REMIC VI created hereunder:


<TABLE>
<CAPTION>

                                                       Initial Uncertificated          Latest Possible
 Designation                 Pass-Through Rate            Principal Balance            Maturity Date(1)
 -----------                 -----------------            -----------------            ----------------

<S>                             <C>                          <C>                       <C>
IO(2)                           (3)                          (4)                       March 25, 2035
</TABLE>

---------------
(1)      For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date immediately following the maturity
         date for the Mortgage Loan with the latest maturity date has been
         designated as the "latest possible maturity date" for REMIC VI Regular
         Interest IO.
(2)      REMIC  VI  Regular  Interest  IO will be held as an  asset of the
         Swap  Account  established  by the Swap
         Administrator.
(3)      REMIC VI  Regular  Interest  IO will not have a  Pass-Through  Rate,
         but  will  receive  100% of  amounts
         received in respect of the Class IO Interest.
(4)      REMIC VI Regular Interest IO will not have an Uncertificated Principal
         Balance, but will have a notional amount equal to the Uncertificated
         Notional Amount of the Class IO Interest.

         The Trust Fund shall be named, and may be referred to as, the "Bear
Stearns Asset Backed Securities I Trust 2005-HE3." The Certificates issued
hereunder may be referred to as "Asset-Backed Certificates, Series 2005-HE3"
(including for purposes of any endorsement or assignment of a Mortgage Note or
Mortgage).

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


                                       13
<PAGE>


                                    ARTICLE I

                                   DEFINITIONS

         Section 1.01 DEFINED TERMS.

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

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

         ACCOUNT: The Distribution Account, the Reserve Fund, the Class P
Certificate Account and the Protected Account.

         ACCRUAL PERIOD: With respect to the Certificates (other than the Class
CE, Class P and the Residual Certificates) and any Distribution Date, the period
from and including the immediately preceding Distribution Date (or with respect
to the first Accrual Period, the Closing Date) to and including the day prior to
such Distribution Date. With respect to the Class CE Certificates and any
Distribution Date, the calendar month immediately preceding such Distribution
Date. All calculations of interest on the Certificates (other than the Class CE,
Class P and the Residual Certificates) will be made on the basis of the actual
number of days elapsed in the related Accrual Period. All calculations of
interest on the Class CE Certificates will be made on the basis of a 360-day
year consisting of twelve 30-day months.

         ADVANCE: An advance of delinquent payments of principal or interest in
respect of a Mortgage Loan required to be made by the Master Servicer as
provided in Section 5.01 hereof.

         AFFECTED PARTY:  As defined in the Swap Agreement.

         AGREEMENT: This Pooling and Servicing Agreement and any and all
amendments or supplements hereto made in accordance with the terms herein.

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

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

         AMOUNT HELD FOR FUTURE DISTRIBUTION: As to any Distribution Date, the
aggregate amount held in the Protected Account at the close of business on the
immediately preceding Determination Date on account of (i) all Scheduled
Payments or portions thereof received in respect of the Mortgage Loans due after
the related Due Period and (ii) Principal Prepayments,



                                       14
<PAGE>


Liquidation Proceeds, Subsequent Recoveries and Insurance Proceeds received in
respect of such Mortgage Loans after the last day of the related Prepayment
Period.

         APPLIED REALIZED LOSS AMOUNT: With respect to any Distribution Date and
a Class of Class A Certificates and Class M Certificates, the sum of the
Realized Losses with respect to the Mortgage Loans which have been applied in
reduction of the Certificate Principal Balance of a Class of Certificates
pursuant to Section 5.05 of this Agreement which have not previously been
reimbursed or reduced by any Subsequent Recoveries applied to such Applied
Realized Loss Amount.

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

         BASIS RISK SHORTFALL CARRY FORWARD AMOUNT: With respect to any
Distribution Date and any Class of Class A Certificates and Class M Certificates
and any Distribution Date for which the Pass-Through Rate for such Certificates
is equal to the related Net Rate Cap, an amount equal to the sum of (A) the
excess, if any, of (a) the amount of Current Interest that such Class would have
been entitled to receive on such Distribution Date had the Pass-Though Rate
applicable to such Class been calculated at a per annum rate equal to One-Month
LIBOR plus the related Certificate Margin, over (b) the amount of Current
Interest that such Class received on such Distribution Date at a per annum rate
equal to the related Net Rate Cap and (B) the amount in clause (A) for all
previous Distribution Dates not previously paid, together with interest thereon
at a rate equal to the related Pass-Through Rate for such Distribution Date.

         BANKRUPTCY CODE:  Title 11 of the United States Code.

         BOOK-ENTRY CERTIFICATES: Any of the Certificates that shall be
registered in the name of the Depository or its nominee, the ownership of which
is reflected on the books of the Depository or on the books of a person
maintaining an account with the Depository (directly, as a "Depository
Participant", or indirectly, as an indirect participant in accordance with the
rules of the Depository and as described in Section 6.06). As of the Closing
Date, each Class of Regular Certificates (other than the Class M-7, Class M-8,
Class CE and Class P Certificates) constitutes a Class of Book-Entry
Certificates.

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

         CERTIFICATE: Any one of the certificates of any Class executed and
authenticated by the Trustee in substantially the forms attached hereto as
Exhibits A-1 through A-5.



                                       15
<PAGE>


         CERTIFICATE MARGIN: With respect to the Class I-A-1 Certificates and,
for purposes of the definition of "One-Month LIBOR Pass-Through Rate", REMIC II
Regular Interest I-A-1, 0.080% per annum.

         With respect to the Class I-A-2 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
I-A-2, 0.190% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 0.380% per annum in
the case of each Distribution Date thereafter.

         With respect to the Class I-A-3 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
I-A-3, 0.300% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 0.600% per annum in
the case of each Distribution Date thereafter.

         With respect to the Class II-A-1 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
II-A-1, 0.230% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 0.460% per annum in
the case of each Distribution Date thereafter.

         With respect to the Class II-A-2 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
II-A-2, 0.280% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 0.560% per annum in
the case of each Distribution Date thereafter.

         With respect to the Class III-A-1 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
III-A-1, 0.230% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 0.460% per annum in
the case of each Distribution Date thereafter.

         With respect to the Class III-A-2 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
III-A-2, 0.280% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 0.560% per annum in
the case of each Distribution Date thereafter.

         With respect to the Class M-1 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
M-1, 0.430% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 0.645% per annum in
the case of each Distribution Date thereafter.

         With respect to the Class M-2 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
M-2, 0.680% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 1.020% per annum in
the case of each Distribution Date thereafter.

         With respect to the Class M-3 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
M-3, 0.760% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 1.140% per annum in
the case of each Distribution Date thereafter.



                                       16
<PAGE>


         With respect to the Class M-4 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
M-4, 1.250% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 1.875% per annum in
the case of each Distribution Date thereafter.

         With respect to the Class M-5 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
M-5, 1.410% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 2.115% per annum in
the case of each Distribution Date thereafter.

         With respect to the Class M-6 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
M-6, 1.900% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 2.850% per annum in
the case of each Distribution Date thereafter.

         With respect to the Class M-7 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
M-7, 3.000% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 4.500% per annum in
the case of each Distribution Date thereafter.

         With respect to the Class M-8 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
M-8, 3.000% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 4.500% per annum in
the case of each Distribution Date thereafter.

         CERTIFICATE NOTIONAL AMOUNT: With respect to the Class CE Certificates
and any Distribution Date, an amount equal to the Stated Principal Balance of
the Mortgage Loans as of the beginning of the related Due Period.
 The initial Certificate Notional Amount of the Class CE Certificates shall be
$699,307,646.40. For federal income tax purposes, the Certificate Notional
Amount for any Distribution Date shall be an amount equal to the aggregate
Uncertificated Principal Balance of the REMIC II Regular Interests (other than
REMIC II Regular Interest P) for such Distribution Date.

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

         CERTIFICATE PRINCIPAL BALANCE: As to any Certificate (other than any
Class CE Certificate or Class R Certificate) and as of any Distribution Date,
the Initial Certificate Principal Balance of such Certificate plus, in the case
of a Class A Certificate and Class M Certificate, any Subsequent Recoveries
added to the Certificate Principal Balance of such Certificate pursuant to
Section 5.04(b), less the sum of (i) all amounts distributed with respect to
such Certificate in reduction of the Certificate Principal Balance thereof on
previous Distribution Dates pursuant to Section 5.04, and (ii) any Applied
Realized Loss Amounts allocated to such Certificate on previous Distribution
Dates.

         CERTIFICATE REGISTER: The register maintained pursuant to Section 6.02
hereof.



                                       17
<PAGE>


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

         CLASS: All Certificates bearing the same Class designation as set forth
in Section 6.01 hereof.

         CLASS A CERTIFICATES: Any of the Class I-A-1, Class I-A-2, Class I-A-3,
Class II-A-1, Class II-A-2, Class III-A-1 and Class III-A-2 Certificates.

         CLASS A PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the lesser of (x) the Principal Distribution Amount for such
Distribution Date and (y) the excess, if any, of (i) the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date, over (ii) the lesser of (a) the product of (1) 54.90% and (2)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period, and (b) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period minus $3,496,538.

         CLASS I-A CERTIFICATES: Any of the Class I-A-1, Class I-A-2 and Class
I-A-3 Certificates.

         CLASS I-A-1 CERTIFICATE: Any Certificate designated as a "Class I-A-1
Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class I-A-1 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry
Forward Amount and (iii) the obligation to pay the Class IO Distribution Amount.

         CLASS I-A-2 CERTIFICATE: Any Certificate designated as a "Class I-A-2
Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class I-A-2 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry
Forward Amount and (iii) the obligation to pay the Class IO Distribution Amount.

         CLASS I-A-3 CERTIFICATE: Any Certificate designated as a "Class I-A-3
Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class I-A-3 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry
Forward Amount and (iii) the obligation to pay the Class IO Distribution Amount.

         CLASS I-A PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
with respect to the Class I-A Certificates and any Distribution Date, is the
product of the Class A Principal Distribution Amount and a fraction, the
numerator of which is the Principal Funds for Loan Group I for such Distribution
Date and the denominator of which is the Principal Funds for all Loan Groups for
such Distribution Date.

         CLASS II-A CERTIFICATES: Any of the Class II-A-1 Certificates and Class
II-A-2 Certificates.



                                       18
<PAGE>


         CLASS II-A-1 CERTIFICATE: Any Certificate designated as a "Class II-A-1
Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class II-A-1 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry
Forward Amount and (iii) the obligation to pay the Class IO Distribution Amount.

         CLASS II-A-2 CERTIFICATE: Any Certificate designated as a "Class II-A-2
Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class II-A-2 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry
Forward Amount and (iii) the obligation to pay the Class IO Distribution Amount.

         CLASS II-A PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
with respect to the Class II-A Certificates and any Distribution Date, is the
product of the Class A Principal Distribution Amount and a fraction, the
numerator of which is the Principal Funds for Loan Group II for such
Distribution Date and the denominator of which is the Principal Funds for all
Loan Groups for such Distribution Date.

         CLASS III-A CERTIFICATES: Any of the Class III-A-1 Certificates and
Class III-A-2 Certificates.

         CLASS III-A-1 CERTIFICATE: Any Certificate designated as a "Class
III-A-1 Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class III-A-1 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry
Forward Amount and (iii) the obligation to pay the Class IO Distribution Amount.

         CLASS III-A-2 CERTIFICATE: Any Certificate designated as a "Class
III-A-2 Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class III-A-2 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry
Forward Amount and (iii) the obligation to pay the Class IO Distribution Amount.

         CLASS III-A PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
with respect to the Class III-A Certificates and any Distribution Date, is the
product of the Class A Principal Distribution Amount and a fraction, the
numerator of which is the Principal Funds for Loan Group III for such
Distribution Date and the denominator of which is the Principal Funds for all
Loan Groups for such Distribution Date.

         CLASS CE CERTIFICATE: Any Certificate designated as a "Class CE
Certificate" on the face thereof, in the form of Exhibit A-4 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class CE Certificates herein and evidencing (i) a Regular Interest in REMIC
IV, (ii) the obligation to pay Basis Risk Shortfall Amounts and Swap Termination
Payments and (iii) the right to receive the Class IO Distribution Amount.

         CLASS CE DISTRIBUTION AMOUNT: With respect to any Distribution Date,
the sum of (i) the Current Interest for the Class CE Interest for such
Distribution Date, (ii) any Overcollateralization Release Amount for such
Distribution Date and (iii) without duplication,



                                       19
<PAGE>


any Subsequent Recoveries not distributed to the Class A Certificates and Class
M Certificates on such Distribution Date; provided, however that on any
Distribution Date after the Distribution Date on which the Certificate Principal
Balances of the Class A Certificates and Class M Certificates have been reduced
to zero, the Class CE Distribution Amount shall include the
Overcollateralization Amount.

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

         CLASS IO DISTRIBUTION AMOUNT: As defined in Section 3.20 hereof. For
purposes of clarity, the Class IO Distribution Amount for any Distribution Date
shall equal the amount payable to the Swap Administrator on such Distribution
Date in excess of the amount payable on REMIC VI Regular Interest IO on such
Distribution Date, all as further provided in Section 3.20 hereof.

         CLASS IO INTEREST: An uncertificated interest in the Trust Fund held by
the Trustee on behalf of the Holders of REMIC VI Regular Interest IO, evidencing
a Regular Interest in REMIC III for purposes of the REMIC Provisions.

         CLASS M CERTIFICATES: Any of the Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5, Class M-6, Class M-7 and Class M-8 Certificates.

         CLASS M-1 CERTIFICATE: Any Certificate designated as a "Class M-1
Certificate" on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class M-1 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry
Forward Amount and (iii) the obligation to pay the Class IO Distribution Amount.

         CLASS M-1 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the lesser of (x) the remaining Principal Distribution Amount
for such Distribution Date after distribution of the Class A Principal
Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Class A Principal Distribution
Amount on such Distribution Date) and (2) the Certificate Principal Balance of
the Class M-1 Certificates immediately prior to such Distribution Date, over (b)
the lesser of (1) the product of (x) 69.80% and (y) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period, and (2) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period minus $3,496,538.

         CLASS M-2 CERTIFICATE: Any Certificate designated as a "Class M-2
Certificate" on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class M-2 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry
Forward Amount and (iii) the obligation to pay the Class IO Distribution Amount.

         CLASS M-2 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the lesser of (x) the remaining Principal Distribution Amount
for such Distribution Date after



                                       20
<PAGE>


distribution of the Class A Principal Distribution Amount and the Class M-1
Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1)
the aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Class A Principal Distribution
Amount on such Distribution Date), (2) the Certificate Principal Balance of the
Class M-1 Certificates (after taking into account the distribution of the Class
M-1 Principal Distribution Amount on such Distribution Date) and (3) the
Certificate Principal Balance of the Class M-2 Certificates immediately prior to
such Distribution Date, over (b) the lesser of (1) the product of (x) 80.90% and
(y) the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of the related Due Period, and (2) the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of the related Due Period minus
$3,496,538.

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

         CLASS M-3 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the lesser of (x) the remaining Principal Distribution Amount
for such Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount and the Class
M-2 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of
(1) the aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account the distribution of the Class A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date) and (4) the Certificate Principal
Balance of the Class M-3 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 84.40% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period, and (2) the aggregate Stated Principal Balance of the Mortgage Loans
as of the last day of the related Due Period minus $3,496,538.

         CLASS M-4 CERTIFICATE: Any Certificate designated as a "Class M-4
Certificate" on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class M-4 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry
Forward Amount and (iii) the obligation to pay the Class IO Distribution Amount.

         CLASS M-4 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the lesser of (x) the remaining Principal Distribution Amount
for such Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount and the Class M-3 Principal Distribution Amount
and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (2) the Certificate Principal Balance



                                       21
<PAGE>


of the Class M-1 Certificates (after taking into account the distribution of the
Class M-1 Principal Distribution Amount on such Distribution Date), (3) the
Certificate Principal Balance of the Class M-2 Certificates (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on such
Distribution Date), (4) the Certificate Principal Balance of the Class M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date) and (5) the Certificate
Principal Balance of the Class M-4 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x) 87.40% and (y)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period, and (2) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period minus $3,496,538.

         CLASS M-5 CERTIFICATE: Any Certificate designated as a "Class M-5
Certificate" on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class M-5 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry
Forward Amount and (iii) the obligation to pay the Class IO Distribution Amount.

         CLASS M-5 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the lesser of (x) the remaining Principal Distribution Amount
for such Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount, the Class M-3 Principal Distribution Amount and
the Class M-4 Principal Distribution Amount and (y) the excess, if any, of (a)
the sum of (1) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Class A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date) and (6) the Certificate Principal
Balance of the Class M-5 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 89.80% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period, and (2) the aggregate Stated Principal Balance of the Mortgage Loans
as of the last day of the related Due Period minus $3,496,538.

         CLASS M-6 CERTIFICATE: Any Certificate designated as a "Class M-6
Certificate" on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class M-6 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry
Forward Amount and (iii) the obligation to pay the Class IO Distribution Amount.

         CLASS M-6 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the lesser of (x) the remaining Principal Distribution Amount
for such Distribution Date after



                                       22
<PAGE>


distribution of the Class A Principal Distribution Amount, the Class M-1
Principal Distribution Amount, the Class M-2 Principal Distribution Amount, the
Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution
Amount and the Class M-5 Principal Distribution Amount and (y) the excess, if
any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account the distribution of the Class A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date) and (7) the Certificate Principal Balance of the Class M-6 Certificates
immediately prior to such Distribution Date, over (b) the lesser of (1) the
product of (x) 91.80% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period, and (2) the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day of
the related Due Period minus $3,496,538.

         CLASS M-7 CERTIFICATE: Any Certificate designated as a "Class M-7
Certificate" on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class M-7 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry
Forward Amount and (iii) the obligation to pay the Class IO Distribution Amount.

         CLASS M-7 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the lesser of (x) the remaining Principal Distribution Amount
for such Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the
Class M-4 Principal Distribution Amount, the Class M-5 Principal Distribution
Amount and the Class M-6 Principal Distribution Amount and (y) the excess, if
any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account the distribution of the Class A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date) (7) the Certificate Principal Balance of the Class M-6 Certificates (after
taking into



                                       23
<PAGE>


account the distribution of the Class M-6 Principal Distribution Amount on such
Distribution Date) and (8) the Certificate Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date, over (b) the lesser of
(1) the product of (x) 93.60% and (y) the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of the related Due Period, and (2) the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day of
the related Due Period minus $3,496,538.

         CLASS M-8 CERTIFICATE: Any Certificate designated as a "Class M-7
Certificate" on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class M-7 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry
Forward Amount and (iii) the obligation to pay the Class IO Distribution Amount.

         CLASS M-8 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the lesser of (x) the remaining Principal Distribution Amount
for such Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the
Class M-4 Principal Distribution Amount, the Class M-5 Principal Distribution
Amount, the Class M-6 Principal Distribution Amount and the Class M-8 Principal
Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Class A Principal Distribution
Amount on such Distribution Date), (2) the Certificate Principal Balance of the
Class M-1 Certificates (after taking into account the distribution of the Class
M-1 Principal Distribution Amount on such Distribution Date), (3) the
Certificate Principal Balance of the Class M-2 Certificates (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on such
Distribution Date), (4) the Certificate Principal Balance of the Class M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (5) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (6) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date) (7) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (8) the Certificate Principal Balance of the Class M-7 Certificates
immediately prior to such Distribution Date (after taking into account the
distribution of the Class M-7 Principal Distribution Amount on such Distribution
Date), and (9) the Certificate Principal Balance of the Class M-8 Certificates
immediately prior to such Distribution Date, over (b) the lesser of (1) the
product of (x) 95.60% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period, and (2) the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day of
the related Due Period minus $3,496,538.

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



                                       24
<PAGE>


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

         CLASS P CERTIFICATE ACCOUNT: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 4.05 in the name of the Trustee
for the benefit of the Class P Certificateholders.

         CLASS R-1 CERTIFICATE: Any Certificate designated a "Class R-1
Certificate" on the face thereof, in the form set forth in Exhibit A-5 hereto,
evidencing the Residual Interest in REMIC I and representing the right to the
Percentage Interest of distributions provided for the Class R-1 Certificates as
set forth herein.

         CLASS R-2 CERTIFICATE: Any Certificate designated a "Class R-2
Certificate" on the face thereof, in the form set forth in Exhibit A-5 hereto,
evidencing the Residual Interest in REMIC II and representing the right to the
Percentage Interest of distributions provided for the Class R-2 Certificates as
set forth herein.

         CLASS R-3 CERTIFICATE: Any Certificate designated a "Class R-3
Certificate" on the face thereof, in the form set forth in Exhibit A-5 hereto,
evidencing the Residual Interest in REMIC III and representing the right to the
Percentage Interest of distributions provided for the Class R-3 Certificates as
set forth herein.

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

         CLASS R-4 INTEREST:  The uncertificated Residual Interest in REMIC IV.

         CLASS R-5 INTEREST:  The uncertificated Residual Interest in REMIC V.

         CLASS R-6 INTEREST:  The uncertificated Residual Interest in REMIC VI.

         CLOSING DATE:  March 31, 2005.

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

         COMPENSATING INTEREST: An amount, not to exceed the Servicing Fee, to
be deposited in the Protected Account by the Master Servicer to the payment of a
Prepayment Interest Shortfall on a Mortgage Loan subject to this Agreement.

         CORPORATE TRUST OFFICE: The designated office of the Trustee where at
any particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
Agreement is located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois,
Attention: Global Securitization Trust Services Group - Bear Stearns Asset



                                       25
<PAGE>


Backed Securities I LLC, Series 2005-HE3, or at such other address as the
Trustee may designate from time to time.

         CORRESPONDING CERTIFICATE: With respect to each REMIC II Regular
Interest (other than REMIC II Regular Interests AA, ZZ, 1A, 1B, 2A, 2B, 3A, 3B,
XX, IO and P), the Certificate with the corresponding designation. With respect
to each REMIC III Regular Interest (other than the Class CE Interest, the Class
P Interest and the Class IO Interest), the related Certificate respresenting an
ownership therein.

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

         CURRENT SPECIFIED ENHANCEMENT PERCENTAGE: With respect to any
Distribution Date, the percentage obtained by dividing (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class M Certificates and (ii) the
Overcollateralization Amount, in each case prior to the distribution of the
Principal Distribution Amount on such Distribution Date, by (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the end of the related Due
Period.

         CUSTODIAL AGREEMENT: An agreement, dated as of March 31, 2005, among
the Depositor, the Seller, the Master Servicer, the Trustee and the Custodian in
substantially the form of Exhibit J hereto.

         CUSTODIAN: LaSalle Bank National Association, or any successor
custodian appointed pursuant to the provisions hereof and the Custodial
Agreement.

         CUT-OFF DATE:  The close of business on March 1, 2005.

         CUT-OFF DATE PRINCIPAL BALANCE: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close of business on the Cut-off Date after
application of all Principal Prepayments received prior to the Cut-off Date and
scheduled payments of principal due on or before the Cut-off Date, whether or
not received, but without giving effect to any installments of principal
received in respect of Due Dates after the Cut-off Date. The aggregate Cut-off
Date Principal Balance of the Mortgage Loans is $699,307,646.40.

         DEBT SERVICE REDUCTION: With respect to any Mortgage Loan, a reduction
by a court of competent jurisdiction in a proceeding under the Bankruptcy Code
in the Scheduled Payment for



                                       26
<PAGE>


such Mortgage Loan that became final and non-appealable, except such a reduction
resulting from a Deficient Valuation or any other reduction that results in a
permanent forgiveness of principal.

         DEFAULTING PARTY:  As defined in the Swap Agreement.

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

         DEFINITIVE CERTIFICATES:  As defined in Section 6.06.

         DELETED MORTGAGE LOAN: A Mortgage Loan replaced or to be replaced by a
Replacement Mortgage Loan.

         DELINQUENCY EVENT: A Delinquency Event shall have occurred and be
continuing if at any time, (x) the percent equivalent of a fraction, the
numerator of which is the aggregate Stated Principal Balance of the Mortgage
Loans that are 60 days or more Delinquent (including for this purpose any such
Mortgage Loans in bankruptcy or foreclosure and Mortgage Loans with respect to
which the related Mortgaged Property is REO Property), and the denominator of
which is the aggregate Stated Principal Balance of all of the Mortgage Loans as
of the last day of the related Due Period exceeds (y) 35% of the Current
Specified Enhancement Percentage.

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

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

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

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



                                       27
<PAGE>


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

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

         DETERMINATION DATE: With respect to any Distribution Date, the 15th day
of the month of such Distribution Date or, if such 15th day is not a Business
Day, the immediately preceding Business Day.

         DISTRIBUTION ACCOUNT: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 4.04 in the name of the Trustee
for the benefit of the Certificateholders designated "LaSalle Bank National
Association, in trust for registered holders of Bear Stearns Asset Backed
Securities I LLC, Asset-Backed Certificates, Series 2005-HE3". Funds in the
Distribution Account shall be held in trust for the Certificateholders for the
uses and purposes set forth in this Agreement.

         DISTRIBUTION ACCOUNT DEPOSIT DATE:  The Business Day prior to each
Distribution Date.

         DISTRIBUTION DATE: The 25th day of each calendar month after the
initial issuance of the Certificates, or if such 25th day is not a Business Day,
the next succeeding Business Day, commencing in April 2005.

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

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

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



                                       28
<PAGE>


acting in its fiduciary capacity or (iv) any other account acceptable to the
Rating Agencies, as evidenced in writing. Eligible Accounts may bear interest,
and may include, if otherwise qualified under this definition, accounts
maintained with the Trustee.

         EMC:  EMC Mortgage Corporation, a Delaware corporation, and its
successors and assigns.

         ENCORE: Encore Credit Corp., and its successors and assigns.

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

         ERISA RESTRICTED CERTIFICATES: Prior to the termination of the Swap
Agreement, all of the Certificates. Subsequent to the termination of the Swap
Agreement, any of the Class CE, Class P and Residual Certificates.

         EVENT OF DEFAULT:  As defined in Section 8.01 hereof.

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

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

         EXCESS SPREAD: With respect to any Distribution Date, the excess, if
any, of (i) the Interest Funds for such Distribution Date over (ii) the sum of
the Current Interest on the Class A Certificates and Class M Certificates and
Interest Carry Forward Amounts on the Class A Certificates (other than Interest
Carry Forward Amounts paid pursuant to Section 5.04(a)(4)(A)), in each case for
such Distribution Date.

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

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

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

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

         FINAL  CERTIFICATION:  The  certification  substantially  in the form
of  Exhibit  Three to the  Custodial Agreement.



                                       29
<PAGE>


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

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

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

         FITCH:  Fitch, Inc. and any successor thereto.

         FREDDIE MAC: Federal Home Loan Mortgage Corporation, or any successor
thereto.

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

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

         GROUP I LOANS: The Mortgage Loans identified as such on the Mortgage
Loan Schedule.

         GROUP I PRINCIPAL DISTRIBUTION AMOUNT: With respect to any Distribution
Date, the product of the Principal Distribution Amount for such Distribution
Date and a fraction, the numerator of which is the Principal Funds for Loan
Group I for such Distribution Date and the denominator of which is the Principal
Funds for all Loan Groups for such Distribution Date.

         GROUP II LOANS: The Mortgage Loans identified as such on the Mortgage
Loan Schedule.

         GROUP II PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date, the product of the Principal Distribution Amount for such
Distribution Date and a fraction, the numerator of which is the Principal Funds
for Loan Group II for such Distribution Date and the denominator of which is the
Principal Funds for all Loan Groups for such Distribution Date.

         GROUP II SEQUENTIAL TRIGGER EVENT: With respect to any Distribution
Date, a trigger event is in effect if, on any Distribution Date before the 37th
Distribution Date, the aggregate amount of Realized Losses incurred since the
Cut-off Date through the last day of the related Prepayment Period divided by
the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date exceeds 3.25% or if, on or after the 37th Distribution Date, a Trigger
Event is in effect.



                                       30
<PAGE>


         GROUP III LOANS:  The Mortgage Loans identified as such on the
Mortgage Loan Schedule.

         GROUP III PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date, the product of the Principal Distribution Amount for such
Distribution Date and a fraction, the numerator of which is the Principal Funds
for Loan Group III for such Distribution Date and the denominator of which is
the Principal Funds for all Loan Groups for such Distribution Date.

         GROUP III SEQUENTIAL TRIGGER EVENT: With respect to any Distribution
Date, a trigger event is in effect if, on any Distribution Date before the 37th
Distribution Date, the aggregate amount of Realized Losses incurred since the
Cut-off Date through the last day of the related Prepayment Period divided by
the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date exceeds 3.25% or if, on or after the 37th Distribution Date, a Trigger
Event is in effect.

         INDEMNIFIED PERSONS: The Trustee, the Master Servicer, the Trust Fund
and their officers, directors, agents and employees and, with respect to the
Trustee, any separate co-trustee and its officers, directors, agents and
employees.

         INDEX: With respect to each Adjustable Rate Mortgage Loan and with
respect to each related Adjustment Date, the index as specified in the related
Mortgage Note.

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

         INITIAL CERTIFICATION: The certification substantially in the form of
Exhibit One to the Custodial Agreement.

         INITIAL CERTIFICATE PRINCIPAL BALANCE: With respect to any Certificate,
the Certificate Principal Balance of such Certificate or any predecessor
Certificate on the Closing Date.

         INSTITUTIONAL ACCREDITED INVESTOR: Any Person meeting the requirements
of Rule 501(a)(l), (2), (3) or (7) of Regulation D under the Securities Act or
any entity all of the equity Holders in which come within such paragraphs.

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

         INSURED EXPENSES: Expenses covered by any insurance policy with respect
to the Mortgage Loans.

         INTEREST CARRY FORWARD AMOUNT: As of any Distribution Date and with
respect to each Class of Certificates (other than the Class CE, Class P and the
Residual Certificates), the sum of



                                       31
<PAGE>


(i) the excess of (a) the Current Interest for such Class with respect to such
Distribution Date and any prior Distribution Dates over (b) the amount actually
distributed to such Class of Certificates with respect to interest on such
Distribution Dates and (ii) interest thereon (to the extent permitted by
applicable law) at the applicable Pass-Through Rate for such Class for the
related Accrual Period including the Accrual Period relating to such
Distribution Date.

         INTEREST DETERMINATION DATE: Shall mean the second LIBOR Business Day
preceding the commencement of each Accrual Period.

         INTEREST FUNDS: With respect to each Loan Group and any Distribution
Date (i) the sum, without duplication, of (a) all scheduled interest during the
related Due Period with respect to the related Mortgage Loans less the Servicing
Fee, the Trustee Fee and the LPMI Fee, if any, (b) all Advances relating to
interest with respect to the related Mortgage Loans made on or prior to the
related Distribution Account Deposit Date, (c) all Compensating Interest with
respect to the related Mortgage Loans and required to be remitted by the Master
Servicer pursuant to this Agreement with respect to such Distribution Date, (d)
Liquidation Proceeds and Subsequent Recoveries with respect to the related
Mortgage Loans collected during the related Prepayment Period (to the extent
such Liquidation Proceeds and Subsequent Recoveries relate to interest), and (e)
all amounts relating to interest with respect to each Mortgage Loan in such Loan
Group repurchased by the Seller, Encore Credit Corp. or People's Choice pursuant
to Sections 2.02 and 2.03 or the Mortgage Loan Purchase Agreement and by EMC
pursuant to Section 3.18, in each case to the extent remitted by the Master
Servicer to the Distribution Account pursuant to this Agreement, minus (ii) all
amounts relating to interest required to be reimbursed pursuant to Sections 4.02
and 4.05 or as otherwise set forth in this Agreement, and (iii) any Net Swap
Payments or Swap Termination Payments (not due to a Swap Provider Trigger Event)
owed to the Swap Administrator for payment to the Swap Provider.

         INTERIM CERTIFICATION: The certification substantially in the form of
Exhibit Two to the Custodial Agreement.

         LASALLE:  LaSalle Bank National Association, and any successor thereto.

         LAST SCHEDULED DISTRIBUTION DATE: Solely for purposes of the face of
the Certificates as follows: with respect to the Certificates, other than the
Class I-A-1 Certificates and Class I-A-2 Certificates, the Distribution Date in
March 2035; with respect to the Class I-A-1 Certificates and Class I-A-2
Certificates, the Distribution Date in September 2027 and November 2033,
respectively.

         LATEST POSSIBLE MATURITY DATE: The Distribution Date in the month
following the final scheduled maturity date of the Mortgage Loan in the Trust
Fund having the latest scheduled maturity date as of the Cut-off Date. For
purposes of the Treasury regulations under Code Sections 860A through 860G, the
latest possible maturity date of each Regular Interest issued by REMIC I, REMIC
II, REMIC III, REMIC IV, REMIC V and REMIC VI shall be the Latest Possible
Maturity Date.

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



                                       32
<PAGE>


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

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

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

         LOAN GROUP:  Any of Loan Group I, Loan Group II or Loan Group III.

         LOAN GROUP I:  The Mortgage Loans included as such on the Mortgage
Loan Schedule.

         LOAN GROUP II:  The Mortgage Loans included as such on the Mortgage
Loan Schedule.

         LOAN GROUP II:  The Mortgage Loans included as such on the Mortgage
Loan Schedule.

         LOSS ALLOCATION LIMITATION:  The meaning specified in Section 5.05(b)
hereof.

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

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

         MAJORITY CLASS CE CERTIFICATEHOLDER: The Holder of a 50.01% or greater
Percentage Interest in the Class CE Certificates.

         MARKER RATE: With respect to the Class CE Interest and any Distribution
Date, a per annum rate equal to two (2) times the weighted average of the
Uncertificated REMIC II Pass-Through Rates for the REMIC II Regular Interests
(other than REMIC II Regular Interests AA, 1A, 1B, 2A, 2B, 3A, 3B, XX, IO and
P), with the rate on each such REMIC II Regular Interest (other than REMIC II
Regular Interest ZZ) subject to a cap equal to the lesser of (i) the One-Month
LIBOR Pass-Through Rate for the Corresponding Certificate and (ii) the Net Rate
Cap for the REMIC III Regular Interest the ownership of which is represented by
the Corresponding Certificate for the purpose of this calculation for such
Distribution Date, and with the rate on REMIC II Regular Interest ZZ subject to
a cap of zero for the purpose of this calculation.



                                       33
<PAGE>


         MASTER SERVICER: EMC Mortgage Corporation, in its capacity as master
servicer, and its successors and assigns.

         MASTER SERVICER CERTIFICATION: A written certification covering
servicing of the Mortgage Loans by the Master Servicer and signed by an officer
of the Master Servicer that complies with (i) the Sarbanes-Oxley Act of 2002, as
amended from time to time, and (ii) the February 21, 2003 Statement by the Staff
of the Division of Corporation Finance of the Securities and Exchange Commission
Regarding Compliance by Asset Backed Issuers with Exchange Act Rules 13a 14 and
15d 14, as in effect from time to time; provided that if, after the Closing Date
(a) the Sarbanes Oxley Act of 2002 is amended, (b) the Statement referred to in
clause (ii) is modified or superceded by any subsequent statement, rule or
regulation of the Securities and Exchange Commission or any statement of a
division thereof, or (c) any future releases, rules and regulations are
published by the Securities and Exchange Commission from time to time pursuant
to the Sarbanes Oxley Act of 2002, which in any such case affects the form or
substance of the required certification and results in the required
certification being, in the reasonable judgment of the Master Servicer,
materially more onerous than the form of the required certification as of the
Closing Date, the Master Servicer Certification shall be as agreed to by the
Master Servicer, the Depositor and the Seller following a negotiation in good
faith to determine how to comply with any such new requirements.

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

         MAXIMUM UNCERTIFICATED ACCRUED INTEREST DEFERRAL AMOUNT: With respect
to any Distribution Date, the excess of (i) accrued interest at the
Uncertificated REMIC II Pass-Through Rate applicable to REMIC II Regular
Interest ZZ for such Distribution Date on a balance equal to the Uncertificated
Principal Balance of REMIC II Regular Interest ZZ minus the REMIC II
Overcollateralized Amount, in each case for such Distribution Date, over (ii)
the aggregate amount of Uncertificated Accrued Interest for such Distribution
Date on the REMIC II Regular Interests (other than REMIC II Regular Interests
AA, ZZ, 1A, 1B, 2A, 2B, 3A, 3B, XX, IO and P), with the rate on each such REMIC
II Regular Interest subject to a cap equal to the lesser of (x) the One Month
LIBOR Pass Through Rate for the Corresponding Certificate and (y) the Net Rate
Cap for the REMIC III Regular Interest the ownership of which is represented by
the Corresponding Certificate for the purpose of this calculation for such
Distribution Date.

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

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

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

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



                                       34
<PAGE>


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

         MONTHLY STATEMENT:  The statement delivered to the Certificateholders
pursuant to Section 5.06.

         MOODY'S:  Moody's Investors Service, Inc., and any successor thereto.

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

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

         MORTGAGE LOANS: Such of the Mortgage Loans transferred and assigned to
the Trustee pursuant to the provisions hereof, as from time to time are held as
a part of the Trust Fund (including any REO Property), the mortgage loans so
held being identified in the Mortgage Loan Schedule, notwithstanding foreclosure
or other acquisition of title of the related Mortgaged Property.

         MORTGAGE LOAN PURCHASE AGREEMENT: The Mortgage Loan Purchase Agreement,
dated as of March 31, 2005, among the Seller, as seller, the Depositor, as
purchaser, Encore Credit Corp. and People's Choice in the form attached hereto
as Exhibit L.

         MORTGAGE LOAN PURCHASE PRICE: The price, calculated as set forth in
Section 10.01, to be paid in connection with the repurchase of the Mortgage
Loans pursuant to Section 10.01.

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

                (i)      the Mortgage Loan identifying number;

                (i)      the current gross mortgage rate;

                (ii)     the Servicing Fee Rate;

                (iii)    the master servicing fee rate, if applicable;

                (iv)     the LPMI Fee, if applicable;

                (v)      the Trustee Fee Rate;

                (vi)     the current net mortgage rate;



                                       35
<PAGE>


                (vii)    the maturity date;

                (viii)   the original principal balance;

                (ix)     the current principal balance;

                (x)      the stated original term to maturity;

                (xi)     the stated remaining term to maturity;

                (xii)    the property type;

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

                (xiv)    with respect to each Adjustable Rate Mortgage Loan,
         the Minimum Mortgage Rate;

                (xv)     with respect to each Adjustable Rate Mortgage Loan,
         the Maximum Mortgage Rate;

                (xvi)    with respect to each Adjustable Rate Mortgage Loan,
         the Gross Margin;

                (xvii)   with respect to each Adjustable Rate Mortgage Loan,
         the next Adjustment Date;

                (xviii)  with respect to each Adjustable Rate Mortgage Loan,
         the Periodic Rate Cap;

                (xix)    the Loan Group; and

                (xx)     a code indicating whether such Mortgage Loan is a
         first lien Mortgage Loan or a second lien Mortgage Loan.

         Such schedule shall also set forth the aggregate Cut-off Date Principal
Balance for all of the Mortgage Loans.

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

         MORTGAGE RATE: With respect to each fixed rate Mortgage Loan, the rate
set forth in the related Mortgage Note. With respect to each Adjustable Rate
Mortgage Loan, the annual rate at which interest accrues on such Mortgage Loan
from time to time in accordance with the provisions of the related Mortgage
Note, which rate (A) as of any date of determination until the first Adjustment
Date following the Cut-off Date shall be the rate set forth in the Mortgage Loan
Schedule as the Mortgage Rate in effect immediately following the Cut-off Date
and (B) as of any date of determination thereafter shall be the rate as adjusted
on the most recent Adjustment Date, to equal the sum, rounded to the next
highest or nearest 0.125% (as provided in the



                                       36
<PAGE>


Mortgage Note), of the Index, determined as set forth in the related Mortgage
Note, plus the related Gross Margin subject to the limitations set forth in the
related Mortgage Note. With respect to each Mortgage Loan that becomes an REO
Property, as of any date of determination, the annual rate determined in
accordance with the immediately preceding sentence as of the date such Mortgage
Loan became an REO Property.

         MORTGAGED PROPERTY:  The underlying property securing a Mortgage Loan.

         MORTGAGOR:  The obligors on a Mortgage Note.

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

         NET RATE CAP: With respect to any Distribution Date and the Class
I-A-1, Class I-A-2 and Class I-A-3 Certificates, the excess of (A) a rate per
annum equal to the product of (x) the weighted average of the Net Mortgage Rates
on the then outstanding Mortgage Loans in Loan Group I, weighted based on the
Stated Principal Balances of such Mortgage Loans as of the first day of the
calendar month preceding the month in which the Distribution Date occurs and (y)
a fraction, the numerator of which is 30 and the denominator of which is the
actual number of days elapsed in the related Accrual Period, over (B) the sum of
(1) an amount, expressed as a rate, equal to the Net Swap Payment payable to the
Swap Provider on such Distribution Date, divided by the aggregate outstanding
Stated Principal Balance of the Mortgage Loans as of the first day of the
calendar month preceding the month in which the Distribution Date occurs,
multiplied by 12, and (2) an amount equal to the Swap Termination Payment not
due to a Swap Provider Trigger Event payable to the Swap Provider, divided by
the aggregate outstanding Stated Principal Balance of the Mortgage Loans as of
the first day of the calendar month preceding the month in which the
Distribution Date occurs. With respect to any Distribution Date and the REMIC
III Regular Interests the ownership of which is represented by the Class I-A-1,
Class I-A-2 and Class I-A-3 Certificates, a per annum rate equal to the weighted
average (adjusted for the actual number of days elapsed in the related Accrual
Period) of the Uncertificated REMIC II Pass-Through Rate on REMIC II Regular
Interest 1B, weighted on the basis of the Uncertificated Principal Balance of
such REMIC II Regular Interest immediately prior to such Distribution Date.

         With respect to any Distribution Date and the Class II-A-1 Certificates
and Class II-A-2 Certificates, the excess of (A) a rate per annum equal to the
product of (x) the weighted average of the Net Mortgage Rates on the then
outstanding Mortgage Loans in Loan Group II, weighted based on the Stated
Principal Balances of such Mortgage Loans as of the first day of the calendar
month preceding the month in which the Distribution Date occurs and (y) a
fraction, the numerator of which is 30 and the denominator of which is the
actual number of days elapsed in the related Accrual Period, over (B) the sum of
(1) an amount, expressed as a per annum rate, equal to the Net Swap Payment
payable to the Swap Provider on such Distribution Date, divided by the aggregate
outstanding Stated Principal Balance of the Mortgage Loans as of the first day
of the calendar month preceding the month in which the Distribution Date occurs,
multiplied by 12, and (2) an amount equal to the Swap Termination Payment not
due to a Swap Provider Trigger Event payable to the Swap Provider, divided by
the aggregate outstanding Stated



                                       37
<PAGE>


Principal Balance of the Mortgage Loans as of the first day of the calendar
month preceding the month in which the Distribution Date occurs. With respect to
any Distribution Date and the REMIC III Regular Interests the ownership of which
is represented by the Class II-A-1 Certificates and Class II-A-2 Certificates,
the weighted average (adjusted for the actual number of days elapsed in the
related Accrual Period) of the Uncertificated REMIC II Pass-Through Rate on
REMIC II Regular Interest 2B, weighted on the basis of the Uncertificated
Principal Balance of such REMIC II Regular Interest immediately prior to such
Distribution Date.

         With respect to any Distribution Date and the Class III-A-1
Certificates and Class III-A-2 Certificates, the excess of (A) a rate per annum
equal to the product of (x) the weighted average of the Net Mortgage Rates on
the then outstanding Mortgage Loans in Loan Group III, weighted based on the
Stated Principal Balances of such Mortgage Loans as of the first day of the
calendar month preceding the month in which the Distribution Date occurs and (y)
a fraction, the numerator of which is 30 and the denominator of which is the
actual number of days elapsed in the related Accrual Period, over (B) the sum of
(1) an amount, expressed as a per annum rate, equal to the Net Swap Payment
payable to the Swap Provider on such Distribution Date, divided by the aggregate
outstanding Stated Principal Balance of the Mortgage Loans as of the first day
of the calendar month preceding the month in which the Distribution Date occurs,
multiplied by 12, and (2) an amount equal to the Swap Termination Payment not
due to a Swap Provider Trigger Event payable to the Swap Provider, divided by
the aggregate outstanding Stated Principal Balance of the Mortgage Loans as of
the first day of the calendar month preceding the month in which the
Distribution Date occurs. With respect to any Distribution Date and the REMIC
III Regular Interests the ownership of which is represented by the Class III-A-1
Certificates and Class III-A-2 Certificates, the weighted average (adjusted for
the actual number of days elapsed in the related Accrual Period) of the
Uncertificated REMIC II Pass-Through Rate on REMIC II Regular Interest 3B,
weighted on the basis of the Uncertificated Principal Balance of such REMIC II
Regular Interest immediately prior to such Distribution Date.

         With respect to any Distribution Date and the Class M Certificates, the
excess of (A) a rate per annum equal to the product of (x) the weighted average
of the weighted average of the Net Mortgage Rates on the then outstanding
Mortgage Loans in each Loan Group, weighted in proportion to the results of
subtracting from the aggregate Stated Principal Balance of each such Loan Group
as of the first day of the calendar month preceding the month in which the
Distribution Date occurs, the aggregate Certificate Principal Balance of the
related Class or Classes of Senior Certificates and (y) a fraction, the
numerator of which is 30 and the denominator of which is the actual number of
days elapsed in the related Accrual Period, over (B) the sum of (1) an amount,
expressed as a per annum rate, equal to the Net Swap Payment payable to the Swap
Provider on such Distribution Date, divided by the aggregate outstanding Stated
Principal Balance of the Mortgage Loans as of the first day of the calendar
month preceding the month in which the Distribution Date occurs, multiplied by
12, and (2) an amount equal to the Swap Termination Payment not due to a Swap
Provider Trigger Event payable to the Swap Provider, divided by the aggregate
outstanding Stated Principal Balance of the Mortgage Loans as of the first day
of the calendar month preceding the month in which the Distribution Date occurs.
With respect to any Distribution Date and the REMIC III Regular Interests the
ownership of which is represented by the Class M Certificates, a per annum rate
equal to the weighted average (adjusted for the actual number of days elapsed in
the related Accrual Period) of the Uncertificated REMIC II Pass-Through Rates on
(a) REMIC II Regular Interest 1A,



                                       38
<PAGE>


subject to a cap and a floor equal to the Uncertificated REMIC II Pass-Through
Rate on REMIC II Regular Interest 1B, (b) REMIC II Regular Interest 2A, subject
to a cap and a floor equal to the Uncertificated REMIC II Pass-Through Rate on
REMIC II Regular Interest 2B and (c) REMIC II Regular Interest 3A, subject to a
cap and a floor equal to the Uncertificated REMIC II Pass-Through Rate on REMIC
II Regular Interest 3B, in each case as determined for such Distribution Date,
weighted on the basis of the Uncertificated Principal Balances of each such
REMIC II Regular Interest immediately prior to such Distribution Date.

         NET SWAP PAYMENT: With respect to each Distribution Date, the net
payment required to be made pursuant to the terms of the Swap Agreement by
either the Swap Provider or the Swap Administrator, which net payment shall not
take into account any Swap Termination Payment.

         NON-BOOK-ENTRY CERTIFICATE: Any Certificate other than a Book-Entry
Certificate.

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

         NOTIONAL AMOUNT: With respect to each Distribution Date and the Swap
Agreement, the notional amount for the related calculation period as set forth
in the related schedule set forth in Exhibit M.

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

         ONE-MONTH LIBOR: With respect to any Accrual Period, the rate
determined by the Trustee on the related Interest Determination Date on the
basis of the rate for U.S. dollar deposits for one month that appears on
Telerate Screen Page 3750 as of 11:00 a.m. (London time) on such Interest
Determination Date; provided that the parties hereto acknowledge that One-Month
LIBOR for the first Accrual Period shall equal 2.850% per annum. If such rate
does not appear on such page (or such other page as may replace that page on
that service, or if such service is no longer offered, such other service for
displaying One-Month LIBOR or comparable rates as may be reasonably selected by
the Trustee), One-Month LIBOR for the applicable Accrual Period will be the
Reference Bank Rate. If no such quotations can be obtained by the Trustee and no
Reference Bank Rate is available, One-Month LIBOR will be One-Month LIBOR
applicable to the preceding Accrual Period. The establishment of One-Month LIBOR
on each Interest Determination Date by the Trustee and the Trustee's calculation
of the rate of interest applicable



                                       39
<PAGE>


to the Class A Certificates and Class M Certificates for the related Accrual
Period shall, in the absence of manifest error, be final and binding.

         ONE-MONTH LIBOR PASS-THROUGH RATE: With respect to the Class I-A-1
Certificates and, for purposes of the definition of "Marker Rate" and "Maximum
Uncertificated Accrued Interest Deferral Amount", REMIC II Regular Interest
I-A-1, a per annum rate equal to One Month LIBOR plus the related Certificate
Margin.

         With respect to the Class I-A-2 Certificates and, for purposes of the
definition of "Marker Rate" and "Maximum Uncertificated Accrued Interest
Deferral Amount", REMIC II Regular Interest I-A-2, a per annum rate equal to One
Month LIBOR plus the related Certificate Margin.

         With respect to the Class I-A-3 Certificates and, for purposes of the
definition of "Marker Rate" and "Maximum Uncertificated Accrued Interest
Deferral Amount", REMIC II Regular Interest I-A-3, a per annum rate equal to One
Month LIBOR plus the related Certificate Margin.

         With respect to the Class II-A-1 Certificates and, for purposes of the
definition of "Marker Rate" and "Maximum Uncertificated Accrued Interest
Deferral Amount", REMIC II Regular Interest II-A-1, a per annum rate equal to
One Month LIBOR plus the related Certificate Margin.

         With respect to the Class II-A-2 Certificates and, for purposes of the
definition of "Marker Rate" and "Maximum Uncertificated Accrued Interest
Deferral Amount", REMIC II Regular Interest II-A-2, a per annum rate equal to
One Month LIBOR plus the related Certificate Margin.

         With respect to the Class III-A-1 Certificates and, for purposes of the
definition of "Marker Rate" and "Maximum Uncertificated Accrued Interest
Deferral Amount", REMIC II Regular Interest III-A-1, a per annum rate equal to
One Month LIBOR plus the related Certificate Margin.

         With respect to the Class III-A-2 Certificates and, for purposes of the
definition of "Marker Rate" and "Maximum Uncertificated Accrued Interest
Deferral Amount", REMIC II Regular Interest III-A-2, a per annum rate equal to
One Month LIBOR plus the related Certificate Margin.

         With respect to the Class M-1 Certificates and, for purposes of the
definition of "Marker Rate" and "Maximum Uncertificated Accrued Interest
Deferral Amount", REMIC II Regular Interest M-1, a per annum rate equal to One
Month LIBOR plus the related Certificate Margin.

         With respect to the Class M-2 Certificates and, for purposes of the
definition of "Marker Rate" and "Maximum Uncertificated Accrued Interest
Deferral Amount", REMIC II Regular Interest M-2, a per annum rate equal to One
Month LIBOR plus the related Certificate Margin.

         With respect to the Class M-3 Certificates and, for purposes of the
definition of "Marker Rate" and "Maximum Uncertificated Accrued Interest
Deferral Amount", REMIC II Regular Interest M-3, a per annum rate equal to One
Month LIBOR plus the related Certificate Margin.



                                       40
<PAGE>


         With respect to the Class M-4 Certificates and, for purposes of the
definition of "Marker Rate" and "Maximum Uncertificated Accrued Interest
Deferral Amount", REMIC II Regular Interest M-4, a per annum rate equal to One
Month LIBOR plus the related Certificate Margin.

         With respect to the Class M-5 Certificates and, for purposes of the
definition of "Marker Rate" and "Maximum Uncertificated Accrued Interest
Deferral Amount", REMIC II Regular Interest M-5, a per annum rate equal to One
Month LIBOR plus the related Certificate Margin.

         With respect to the Class M-6 Certificates and, for purposes of the
definition of "Marker Rate" and "Maximum Uncertificated Accrued Interest
Deferral Amount", REMIC II Regular Interest M-6, a per annum rate equal to One
Month LIBOR plus the related Certificate Margin.

         With respect to the Class M-7 Certificates and, for purposes of the
definition of "Marker Rate" and "Maximum Uncertificated Accrued Interest
Deferral Amount", REMIC II Regular Interest M-7, a per annum rate equal to One
Month LIBOR plus the related Certificate Margin.

         With respect to the Class M-8 Certificates and, for purposes of the
definition of "Marker Rate" and "Maximum Uncertificated Accrued Interest
Deferral Amount", REMIC II Regular Interest M-8, a per annum rate equal to One
Month LIBOR plus the related Certificate Margin.

         OPINION OF COUNSEL: A written opinion of counsel, who may be counsel
for the Seller, the Depositor or the Master Servicer, reasonably acceptable to
each addressee of such opinion; provided that with respect to Section 2.05,
7.05, 7.07 or 11.01, or the interpretation or application of the REMIC
Provisions, such counsel must (i) in fact be independent of the Seller,
Depositor and the Master Servicer, (ii) not have any direct financial interest
in the Seller, the Depositor or the Master Servicer or in any affiliate of
either, and (iii) not be connected with the Seller, the Depositor or the Master
Servicer as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.

         OPTIONAL TERMINATION: The termination of the Trust Fund created
hereunder as a result of the purchase of all of the Mortgage Loans and any REO
Property pursuant to the last sentence of Section 10.01 hereof.

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

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

         OTS:  The Office of Thrift Supervision.

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

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



                                       41
<PAGE>


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

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

         OVERCOLLATERALIZATION AMOUNT: With respect to any Distribution Date,
the excess, if any, of the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (including any reduction due
to Realized Losses) over the Certificate Principal Balances of the Certificates
(other than the Class CE and Class P Certificates) on such Distribution Date
(after taking into account the payment of principal other than any Extra
Principal Distribution Amount on such Certificates).

         OVERCOLLATERALIZATION RELEASE AMOUNT: With respect to any Distribution
Date, the lesser of (x) the Principal Remittance Amount for such Distribution
Date and (y) the excess, if any, of (i) the Overcollateralization Amount for
such Distribution Date (assuming that 100% of the Principal Remittance Amount is
applied as a principal payment on such Distribution Date) over (ii) the
Overcollateralization Target Amount for such Distribution Date (with the amount
pursuant to clause (y) deemed to be $0 if the Overcollateralization Amount is
less than or equal to the Overcollateralization Target Amount on that
Distribution Date).

         OVERCOLLATERALIZATION TARGET AMOUNT: With respect to any Distribution
Date (a) prior to the Stepdown Date, 2.20% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, (b) on or after the
Stepdown Date and if a Trigger Event is not in effect, the greater of (i) the
lesser of (1) 2.20% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date and (2) 4.40% of the then current aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period and (ii) $3,496,538 or (c) on or after the Stepdown Date and if a Trigger
Event is in effect, the Overcollateralization Target Amount for the immediately
preceding Distribution Date.

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

         PASS-THROUGH RATE: With respect to the Class A Certificates and Class M
Certificates and any Distribution Date, a rate per annum equal to the lesser of
(i) the related One Month LIBOR Pass Through Rate for such Distribution Date and
(ii) the related Net Rate Cap for such Distribution Date.

         With respect to the Class CE Interest and any Distribution Date, a rate
per annum equal to the percentage equivalent of a fraction, the numerator of
which is the sum of the amount determined for each REMIC II Regular Interest
(other than REMIC II Regular Interests 1A, 1B, 2A, 2B, 3A, 3B, XX, IO and P)
equal to (x) the excess of the Uncertificated REMIC II Pass-Through Rate for
such REMIC II Regular Interest over the Marker Rate, applied to (y) a notional
amount equal to the Uncertificated Principal Balance of such REMIC II Regular
Interest, and the



                                       42
<PAGE>


denominator of which is the aggregate Uncertificated Principal Balance of such
REMIC II Regular Interests.

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

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

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

         PEOPLE'S CHOICE: People's Choice Home Loans, Inc. and its successors
and assigns.

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

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

         PERMITTED INVESTMENTS:  At any time, any one or more of the following
obligations and securities:

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

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

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

         (iv)   certificates of deposit, demand or time deposits, or bankers'
                acceptances issued by any depository institution or trust
                company incorporated under the laws of the United States or of
                any state thereof and subject to supervision and examination



                                       43
<PAGE>


                by federal and/or state banking authorities (including the
                Trustee in its commercial banking capacity), provided that the
                commercial paper and/or long term unsecured debt obligations of
                such depository institution or trust company are then rated one
                of the two highest long-term and the highest short-term ratings
                of each such Rating Agency for such securities, or such lower
                ratings as will not result in the downgrading or withdrawal of
                the rating then assigned to the Certificates by any Rating
                Agency, as evidenced in writing;

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

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

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

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

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

         (x)    such other investments having a specified stated maturity and
                bearing interest or sold at a discount acceptable to each Rating
                Agency and as will not result in the



                                       44
<PAGE>


                downgrading or withdrawal of the rating then assigned to the
                Certificates by any Rating Agency, as evidenced by a signed
                writing delivered by each Rating Agency;

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

         PERMITTED TRANSFEREE: Any person (x) other than (i) the United States,
any State or political subdivision thereof, any possession of the United States
or any agency or instrumentality of any of the foregoing, (ii) a foreign
government, International Organization or any agency or instrumentality of
either of the foregoing, (iii) an organization (except certain farmers'
cooperatives described in section 521 of the Code) that is exempt from tax
imposed by Chapter 1 of the Code (including the tax imposed by section 511 of
the Code on unrelated business taxable income) on any excess inclusions (as
defined in section 860E(c)(1) of the Code) with respect to any Residual
Certificate, (iv) rural electric and telephone cooperatives described in section
1381(a)(2)(C) of the Code or (v) on electing large partnership within the
meaning of Section 775(a) of the Code, (y) that is a citizen or resident of the
United States, a corporation, partnership (other than a partnership that has any
direct or indirect foreign partners) or other entity (treated as a corporation
or a partnership for federal income tax purposes), created or organized in or
under the laws of the United States, any State thereof or the District of
Columbia, an estate whose income from sources without the United States is
includible in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more United States persons have authority to control all substantial decisions
of the trust or if it has a valid election in effect under applicable U.S.
Treasury regulations to be treated as a United States person and (z) other than
any other Person so designated by the Trustee based upon an Opinion of Counsel
addressed to the Trustee (which shall not be an expense of the Trustee) that
states that the Transfer of an Ownership Interest in a Residual Certificate to
such Person may cause REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC
VI to fail to qualify as a REMIC at any time that any Certificates are
Outstanding. The terms "United States," "State" and "International Organization"
shall have the meanings set forth in section 7701 of the Code or successor
provisions. A corporation will not be treated as an instrumentality of the
United States or of any State or political subdivision thereof for these
purposes if all of its activities are subject to tax



                                       45
<PAGE>


and, with the exception of Freddie Mac, a majority of its board of directors is
not selected by such government unit.

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

         PREPAYMENT ASSUMPTION:  The applicable rate of prepayment as described
in the Prospectus Supplement.

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

         PREPAYMENT INTEREST SHORTFALL: With respect to any Distribution Date,
for each Mortgage Loan that was the subject of a partial Principal Prepayment, a
Principal Prepayment in full, or that became a Liquidated Loan during the
related Prepayment Period, (other than a Principal Prepayment in full resulting
from the purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 3.18 or
10.01 hereof), the amount, if any, by which (i) one month's interest at the
applicable Net Mortgage Rate on the Stated Principal Balance of such Mortgage
Loan immediately prior to such prepayment (or liquidation) or in the case of a
partial Principal Prepayment on the amount of such prepayment (or liquidation
proceeds) exceeds (ii) the amount of interest paid or collected in connection
with such Principal Prepayment or such liquidation proceeds less the sum of (a)
the Trustee Fee, (b) the Servicing Fee and (c) the LPMI Fee, if any.

         PREPAYMENT PERIOD: As to any Distribution Date, the period commencing
on the 16th day of the month prior to the month in which the related
Distribution Date occurs and ending on the 15th day of the month in which such
Distribution Date occurs.

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

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

         PRINCIPAL FUNDS: With respect to each Loan Group and any Distribution
Date, (i) the sum, without duplication, of (a) all scheduled principal collected
during the related Due Period, (b) all Advances relating to principal made on or
before the Distribution Account Deposit Date, (c) Principal Prepayments
exclusive of prepayment charges or penalties collected during the related
Prepayment Period, (d) the Stated Principal Balance of each Mortgage Loan in the
related Loan Group that was repurchased by the Seller pursuant to Sections 2.02
and 2.03, Encore Credit Corp. or People's Choice pursuant to the Mortgage Loan
Purchase Agreement or by EMC pursuant to Section 3.18, (e) the aggregate of all
Substitution Adjustment Amounts for the related Determination Date in connection
with the substitution of Mortgage Loans pursuant to



                                       46
<PAGE>


Section 2.03(c), (f) all Liquidation Proceeds and Subsequent Recoveries
collected during the related Prepayment Period (to the extent such Liquidation
Proceeds and Subsequent Recoveries relate to principal), in each case to the
extent remitted by the Master Servicer to the Distribution Account pursuant to
this Agreement and (g) amounts in respect of principal paid by the Majority
Class CE Certificateholder or the Master Servicer, as applicable, pursuant to
Section 10.01, minus (ii) all amounts required to be reimbursed pursuant to
Sections 4.02 and 4.05 or as otherwise set forth in this Agreement and (iii) any
Net Swap Payments or Swap Termination Payments (not due to a Swap Provider
Trigger Event) owed to the Swap Administrator for payment to the Swap Provider
to the extent not paid from Interest Funds.

         PRINCIPAL PREPAYMENT: Any Mortgagor payment or other recovery of (or
proceeds with respect to) principal on a Mortgage Loan (including loans
purchased or repurchased under Sections 2.02, 2.03, 3.18 and 10.01 hereof) that
is received in advance of its scheduled Due Date and is not accompanied by an
amount as to interest representing scheduled interest due on any date or dates
in any month or months subsequent to the month of prepayment. Partial Principal
Prepayments shall be applied by the Master Servicer, as appropriate, in
accordance with the terms of the related Mortgage Note.

         PRINCIPAL REMITTANCE AMOUNT: With respect to each Distribution Date,
the sum of the amounts listed in clauses (a) through (f) of the definition of
Principal Funds.

         PRIVATE CERTIFICATES: Any of the Class M-7, Class M-8, Class P, Class
CE and Residual Certificates.

         PROSPECTUS SUPPLEMENT: The Prospectus Supplement dated March 29, 2005
relating to the public offering of the Class I-A-1, Class I-A-2, Class I-A-3,
Class II-A-1, Class II-A-2, Class III-A-1, Class III-A-2, Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5 and Class M-6 Certificates.

         PROTECTED ACCOUNT: The separate Eligible Account established and
maintained by the Master Servicer with respect to the Mortgage Loans and REO
Property in accordance with Section 4.01 hereof.

         PUD:  A Planned Unit Development.

         PURCHASE PRICE: With respect to any Mortgage Loan (x) required to be
repurchased by the Seller pursuant to Section 2.02 or 2.03 hereof, (y) Encore
Credit Corp. and People's Choice pursuant to the Mortgage Loan Purchase
Agreement or (z) that EMC has a right to purchase pursuant to Section 3.18
hereof, an amount equal to the sum of (i) 100% of the outstanding principal
balance of the Mortgage Loan as of the date of such purchase (or if the related
Mortgaged Property was acquired with respect thereto, 100% of the Outstanding
Principal Balance at the date of the acquisition), plus (ii) accrued interest
thereon at the applicable Mortgage Rate through the first day of the month in
which the Purchase Price is to be distributed to Certificateholders, reduced by
any portion of the Servicing Fee, Servicing Advances and Advances payable to the
purchaser of the Mortgage Loan plus (iii) any costs and damages (if any)
incurred by the Trust in connection with any violation of such Mortgage Loan of
any anti-predatory lending laws.



                                       47
<PAGE>


         QIB: A Qualified Institutional Buyer as defined in Rule 144A
promulgated under the Securities Act.

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

         REALIZED LOSS: With respect to each Mortgage Loan as to which a Final
Recovery Determination has been made, an amount (not less than zero) equal to
(i) the unpaid principal balance of such Mortgage Loan as of the commencement of
the calendar month in which the Final Recovery Determination was made, plus (ii)
accrued interest from the Due Date as to which interest was last paid by the
Mortgagor through the end of the calendar month in which such Final Recovery
Determination was made, calculated in the case of each calendar month during
such period (A) at an annual rate equal to the annual rate at which interest was
then accruing on such Mortgage Loan and (B) on a principal amount equal to the
Stated Principal Balance of such Mortgage Loan as of the close of business on
the Distribution Date during such calendar month, minus (iii) the proceeds, if
any, received in respect of such Mortgage Loan during the calendar month in
which such Final Recovery Determination was made, net of amounts that are
payable therefrom to the Master Servicer pursuant to this Agreement. In
addition, to the extent the Master Servicer receives Subsequent Recoveries with
respect to any Mortgage Loan, the amount of the Realized Loss with respect to
that Mortgage Loan will be reduced to the extent such recoveries are distributed
to any Class of Certificates or applied to increase Excess Spread on any
Distribution Date.

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

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



                                       48
<PAGE>


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

         RECORD DATE: With respect to any Distribution Date and the Certificates
(other than the Class M-7, Class M-8, Class CE, Class P and Residual
Certificates), so long as such Classes of Certificates are Book-Entry
Certificates, the Business Day preceding such Distribution Date, and otherwise,
the close of business on the last Business Day of the month preceding the month
in which such Distribution Date occurs. With respect to the Class M-7, Class
M-8, Class CE, Class P and Residual Certificates, so long as such Classes of
Certificates remain non Book-Entry Certificates, the close of business on the
last Business Day of the month preceding the month in which such Distribution
Date occurs.

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

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

         REGULAR CERTIFICATE:  Any Certificate other than a Residual
Certificate.

         REGULAR INTEREST:  A "regular interest" in a REMIC within the meaning
of Section 860G(a)(1) of the Code.

         RELIEF ACT:  The Servicemembers Civil Relief Act, as amended, or
similar state law.

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

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



                                       49
<PAGE>


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

         REMIC I: The segregated pool of assets described in the Preliminary
Statement and Section 5.07(a).

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

         REMIC I GROUP I REGULAR INTERESTS: REMIC I Regular Interest I-1-A
through REMIC I Regular Interest I-60-B as designated in the Preliminary
Statement hereto.

         REMIC I GROUP II REGULAR INTERESTS: REMIC I Regular Interest II-1-A
through REMIC I Regular Interest II-60-B as designated in the Preliminary
Statement hereto.

         REMIC I GROUP III REGULAR INTERESTS: REMIC I Regular Interest III-1-A
through REMIC I Regular Interest III-60-B as designated in the Preliminary
Statement hereto.

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

         REMIC II: The segregated pool of assets described in the Preliminary
Statement and Section 5.07(a).

         REMIC II INTEREST LOSS ALLOCATION AMOUNT: With respect to any
Distribution Date, an amount (subject to adjustment based on the actual number
of days elapsed in the respective Accrual Period) equal to (a) the product of
(i) 50% of the aggregate Stated Principal Balance of the Mortgage Loans and REO
Properties then outstanding and (ii) the Uncertificated REMIC II Pass-Through
Rate for REMIC II Regular Interest AA minus the Marker Rate, divided by (b) 12.

         REMIC II MARKER ALLOCATION PERCENTAGE: 50% of any amount payable or
loss attributable from the Mortgage Loans, which shall be allocated to REMIC II
Regular Interest AA, REMIC II Regular Interest I-A-1, REMIC II Regular Interest
I-A-2, REMIC II Regular Interest I-A-3, REMIC II Regular Interest II-A-1, REMIC
II Regular Interest II-A-2, REMIC II Regular Interest III-A-1, REMIC II Regular
Interest III-A-2, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2,
REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular
Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest M-7,
REMIC II Regular Interest M-8 and REMIC II Regular Interest ZZ.



                                       50
<PAGE>


         REMIC II OVERCOLLATERALIZATION AMOUNT: With respect to any date of
determination, (i) 0.50% of the aggregate Uncertificated Principal Balance of
the REMIC II Regular Interests (other than REMIC II Regular Interest P) minus
(ii) the aggregate Uncertificated Principal Balance of REMIC II Regular Interest
I-A-1, REMIC II Regular Interest I-A-2, REMIC II Regular Interest I-A-3, REMIC
II Regular Interest II-A-1, REMIC II Regular Interest II-A-2, REMIC II Regular
Interest III-A-1, REMIC II Regular Interest III-A-2, REMIC II Regular Interest
M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II
Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest
M-6, REMIC II Regular Interest M-7 and REMIC II Regular Interest M-8, in each
case as of such date of determination.

         REMIC II PRINCIPAL LOSS ALLOCATION AMOUNT: With respect to any
Distribution Date, an amount equal to (a) the product of (i) 50% of the
aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then
outstanding and (ii) 1 minus a fraction, the numerator of which is two times the
aggregate Uncertificated Principal Balance of REMIC II Regular Interest I-A-1,
REMIC II Regular Interest I-A-2, REMIC II Regular Interest I-A-3, REMIC II
Regular Interest II-A-1, REMIC II Regular Interest II-A-2, REMIC II Regular
Interest III-A-1, REMIC II Regular Interest III-A-2, REMIC II Regular Interest
M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II
Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest
M-6, REMIC II Regular Interest M-7, REMIC II Regular Interest M-8 and the
denominator of which is the aggregate Uncertificated Principal Balance of REMIC
II Regular Interest I-A-1, REMIC II Regular Interest I-A-2, REMIC II Regular
Interest I-A-3, REMIC II Regular Interest II-A-1, REMIC II Regular Interest
II-A-2, REMIC II Regular Interest III-A-1, REMIC II Regular Interest III-A-2,
REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular
Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5,
REMIC II Regular Interest M-6, REMIC II Regular Interest M-7, REMIC II Regular
Interest M-8 and REMIC II Regular Interest ZZ.
         REMIC II SUB WAC ALLOCATION PERCENTAGE: 50% of any amount payable or
loss attributable from the Mortgage Loans, which shall be allocated to REMIC II
Regular Interest 1A, REMIC II Regular Interest 1B, REMIC II Regular Interest 2A,
REMIC II Regular Interest 2B, REMIC II Regular Interest 3A, REMIC II Regular
Interest 3B and REMIC II Regular Interest XX.

         REMIC II SUBORDINATED BALANCE RATIO: The ratio among the Uncertificated
Principal Balances of each REMIC II Regular Interest ending with the designation
"A" (other than REMIC II Regular Interest AA), equal to the ratio among, with
respect to each such REMIC II Regular Interest, the excess of (x) the aggregate
Stated Principal Balance of the Mortgage Loans in Loan Group I or the Mortgage
Loans in Loan Group II or the Mortgage Loans in Loan Group III, as applicable,
over (y) the current Certificate Principal Balance of the related Class A
Certificates.

         REMIC II REQUIRED OVERCOLLATERALIZATION AMOUNT:  0.50% of the
Overcollateralization Target Amount.

         REMIC II REGULAR INTEREST: Any of the separate non certificated
beneficial ownership interests in REMIC II issued hereunder and designated as a
Regular Interest in REMIC II. Each REMIC II Regular Interest shall accrue
interest at the related Uncertificated REMIC II Pass-



                                       51
<PAGE>


Through Rate in effect from time to time, and shall be entitled to distributions
of principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto. The designations for the respective REMIC II
Regular Interests are set forth in the Preliminary Statement hereto.

         REMIC III: The segregated pool of assets described in the Preliminary
Statement and Section 5.07(a).

         REMIC III REGULAR INTEREST: Any Class A Certificate, Class M
Certificate, Class CE Interest, Class P Interest or Class IO Interest.

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

         REMIC IV CERTIFICATE: Any Class CE Certificate or Class RX Certificate
(in respect of the Class R-4 Interest).

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

         REMIC V CERTIFICATE: Any Class P Certificate or Class RX Certificate
(in respect of the Class R-5 Interest).

         REMIC VI: The segregated pool of assets consisting of the Class IO
Interest conveyed in trust to the Trustee, for the benefit of the Holders of
REMIC VI Regular Interest IO and the Class RX Certificate (in respect of the
Class R-6 Interest), with respect to which a separate REMIC election is to be
made.

         REMIC VI INTERESTS: The REMIC VI Regular Interest IO and any Class RX
Certificate (in respect of the Class R-6 Interest).

         REMIC OPINION: Shall mean an Opinion of Counsel to the effect that the
proposed action will not cause any of REMIC I, REMIC II, REMIC III, REMIC IV,
REMIC V or REMIC VI to fail to qualify as a REMIC at any time that any
Certificates are outstanding.

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

         REMITTANCE  DATE:  Shall mean the Business Day  immediately  preceding
the  Distribution  Account  Deposit Date.



                                       52
<PAGE>


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

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

         REPLACEMENT MORTGAGE LOAN: A Mortgage Loan or Mortgage Loans in the
aggregate substituted by the Seller for a Deleted Mortgage Loan, which must, on
the date of such substitution, as confirmed in a Request for Release, (i) have a
Stated Principal Balance, after deduction of the principal portion of the
Scheduled Payment due in the month of substitution, not in excess of, and not
less than 90% of, the Stated Principal Balance of the Deleted Mortgage Loan;
(ii) if the Replacement Mortgage Loan is a fixed rate Mortgage Loan, have a
fixed Mortgage Rate not less than or more than 1% per annum higher than the
Mortgage Rate of the Deleted Mortgage Loan; (iii) have the same or higher credit
quality characteristics than that of the Deleted Mortgage Loan; (iv) have a
Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (v) have a
remaining term to maturity no greater than (and not more than one year less
than) that of the Deleted Mortgage Loan; (vi) not permit conversion of the
Mortgage Rate from a fixed rate to a variable rate; (vii) have the same lien
priority as the Deleted Mortgage Loan; (viii) constitute the same occupancy type
as the Deleted Mortgage Loan or be owner occupied; (ix) if the Replacement
Mortgage Loan is an Adjustable Rate Mortgage Loan, have a Maximum Mortgage Rate
not less than the Maximum Mortgage Rate on the Deleted Mortgage Loan, (x) if the
Replacement Mortgage Loan is an Adjustable Rate Mortgage Loan, have a Minimum
Mortgage Rate not less than the Minimum Mortgage Rate of the Deleted Mortgage
Loan, (xi) if the Replacement Mortgage Loan is an Adjustable Rate Mortgage Loan,
have a Gross Margin equal to or greater than the Gross Margin of the Deleted
Mortgage Loan, (xii) if the Replacement Mortgage Loan is an Adjustable Rate
Mortgage Loan, have a next Adjustment Date not more than two months later than
the next Adjustment Date on the Deleted Mortgage Loan, (xiii) comply with each
representation and warranty set forth in Section 7 of the Mortgage Loan Purchase
Agreement and (xiv) the Custodian has delivered a Final Certification noting no
defects or exceptions.

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

         REQUIRED INSURANCE POLICY: With respect to any Mortgage Loan, any
insurance policy that is required to be maintained from time to time under this
Agreement.

         RESERVE FUND:  Shall mean the separate  trust account  created and
maintained by the Trustee  pursuant to Section 3.20 hereof.



                                       53
<PAGE>


         RESIDUAL CERTIFICATES: The Class R-1, Class R-2, Class R-3 and Class RX
Certificates (representing ownership of the Class R-4 Interest, Class R-5
Interest and Class R-6 Interest) each evidencing the sole class of Residual
Interests (within the meaning of Section 860G(a)(2) of the Code) in the related
REMIC.

         RESIDUAL INTEREST: The sole class of "residual interests" in a REMIC
within the meaning of Section 860G(a)(2) of the Code.

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

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

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

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

         SELLER:  EMC  Mortgage  Corporation,  a Delaware  corporation,  and
its  successors  and  assigns,  in its capacity as seller of the Mortgage Loans
to the Depositor.

         SENIOR CERTIFICATES: Any of the Class I-A-1, Class I-A-2, Class I-A-3,
Class II-A-1 and Class II-A-2, Class III-A-1 and Class III-A-2 Certificates.

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

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

         SERVICING FEE RATE:  0.500% per annum.



                                       54
<PAGE>


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

         SERVICING OFFICER: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and facsimile signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer on the Closing Date pursuant to this
Agreement, as such list may from time to time be amended.

         SPECIAL SERVICER TRIGGER: With respect to any Distribution Date, a
Special Servicer Trigger shall have occurred and be continuing if at any time,
(x) the percent equivalent of a fraction, the numerator of which is the
aggregate Stated Principal Balance of the Mortgage Loans that are 90 days or
more Delinquent (including for this purpose any such Mortgage Loans in
bankruptcy or foreclosure and Mortgage Loans with respect to which the related
Mortgaged Property is REO Property), and the denominator of which is the
aggregate Stated Principal Balance of all of the Mortgage Loans as of the last
day of the related Due Period exceeds (y) the percentage set forth in Exhibit N
for such Distribution Date.

         STARTUP DAY:  The Startup Day for each REMIC formed hereunder shall
be the Closing Date.

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

         STEPDOWN DATE: The later to occur of (a) the Distribution Date in April
2008 and (b) the first Distribution Date on which the Current Specified
Enhancement Percentage (calculated for this purpose only, prior to distributions
on the Certificates but following distributions on the Mortgage Loans for the
related Due Period) is greater than or equal to 45.10%.

         SUBORDINATED CERTIFICATES:  The Class M Certificates, Class CE
Certificates and Residual Certificates.

         SUBSEQUENT RECOVERIES: As of any Distribution Date, amounts received by
the Master Servicer (net of any related expenses permitted to be reimbursed
pursuant to Section 4.02) or surplus amounts held by the Master Servicer to
cover estimated expenses (including, but not limited to, recoveries in respect
of the representations and warranties made by the Seller pursuant



                                       55
<PAGE>


to the Mortgage Loan Purchase Agreement) specifically related to a Mortgage Loan
that was the subject of a liquidation or final disposition of any REO Property
prior to the related Prepayment Period that resulted in a Realized Loss.

         SUBSERVICING AGREEMENT: Any agreement entered into between the Master
Servicer and a subservicer with respect to the subservicing of any Mortgage Loan
hereunder by such subservicer.

         SUBSTITUTION ADJUSTMENT AMOUNT:  The meaning ascribed to such term
pursuant to Section 2.03(c).

         SUCCESSOR MASTER SERVICER:  The meaning ascribed to such term pursuant
to Section 8.02.

         SWAP ADMINISTRATION AGREEMENT: The swap administration agreement, dated
March 31, 2005, pursuant to which the Swap Administrator will make payments to
the Swap Provider and the Trust Fund, and certain other payments.

         SWAP AGREEMENT: The interest rate swap agreement between the Swap
Provider and the Swap Administrator, which agreement provides for Net Swap
Payments and Swap Termination Payments to be paid, as provided therein, together
with any schedules, confirmations or other agreements relating thereto, attached
hereto as Exhibit M.

         SWAP ACCOUNT: The separate trust account created and maintained by the
Swap Administrator pursuant to the Swap Administration Agreement.

         SWAP LIBOR:  LIBOR as determined pursuant to the Swap Agreement.

         SWAP PROVIDER: The swap provider under the Swap Agreement either (a)
entitled to receive payments from the Swap Administrator from amounts payable by
the Trust Fund under this Agreement or (b) required to make payments to the Swap
Administrator for payment to the Trust Fund, in either case pursuant to the
terms of the Swap Agreement, and any successor in interest or assign. Initially,
the Swap Provider shall be The Bank of New York.

         SWAP PROVIDER TRIGGER EVENT: With respect to any Distribution Date, (i)
an Event of Default under the Interest Rate Swap Agreement with respect to which
the Swap Provider is a Defaulting Party, (ii) a Termination Event under the
Interest Rate Swap Agreement with respect to which the Swap Provider is the sole
Affected Party, or (iii) an Additional Termination Event under the interest rate
Swap Agreement with respect to which the Swap Provider is the sole Affected
Party.

         SWAP TERMINATION PAYMENT: Upon the designation of an "Early Termination
Date" as defined in the Swap Agreement, the payment to be made by the Swap
Administrator to the Swap Provider from payments from the Trust Fund, or by the
Swap Provider to the Swap Administrator for payment to the Trust Fund, as
applicable, pursuant to the terms of the Swap Agreement.

         TAX MATTERS PERSON: The person designated as "tax matters person" in
the manner provided under Treasury Regulation Sections 1.860F-4(d) and
301.6231(a)(7)-1T. The Holder of



                                       56
<PAGE>


the greatest Percentage Interest in a Class of Residual Certificates shall be
the Tax Matters Person for the related REMIC. The Trustee, or any successor
thereto or assignee thereof, shall serve as tax administrator hereunder and as
agent for the related Tax Matters Person.

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

         TRANSFER AFFIDAVIT:  As defined in Section 6.02.

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


           DISTRIBUTION DATE                     PERCENTAGE
      ----------------------------          --------------------
        April 2008 to March 2009                   3.25%
        April 2009 to March 2010                   5.25%
        April 2010 to March 2011                   6.75%
        April 2011 and thereafter                  7.50%


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

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

         TRUSTEE FEE: As to each Mortgage Loan and any Distribution Date, a per
annum fee equal to 0.0054% multiplied by the Stated Principal Balance of such
Mortgage Loan as of the last day of the related Due Period.

         UNCERTIFICATED ACCRUED INTEREST: With respect to each REMIC Regular
Interest on each Distribution Date, an amount equal to one month's interest at
the related Uncertificated Pass-Through Rate on the related Uncertificated
Principal Balance of such REMIC Regular Interest.



                                       57
<PAGE>


In each case, Uncertificated Accrued Interest will be reduced by any Prepayment
Interest Shortfalls and Relief Act Interest Shortfalls (allocated to such REMIC
Regular Interests as set forth in Section 1.02).

         UNCERTIFICATED NOTIONAL AMOUNT: With respect to the Class CE Interest
and any Distribution Date, an amount equal to the aggregate Uncertificated
Principal Balance of the REMIC II Regular Interests (other than REMIC II Regular
Interest P) for such Distribution Date.

         With respect to REMIC II Regular Interest IO and each Distribution Date
listed below, the aggregate Uncertificated Principal Balance of the REMIC I
Regular Interests ending with the designation "A" listed below:

DISTRIBUTION DATE REMIC I REGULAR INTERESTS


<TABLE>
<CAPTION>

  DISTRIBUTION DATE                           REMIC I REGULAR INTERESTS
  -----------------                           -------------------------
         <S>             <C>
           1             I-1-A through I-60-A, II-1-A through II-60-A and III-1-A through III-60-A
           2             I-2-A through I-60-A, II-2-A through II-60-A and III-2-A through III-60-A
           3             I-3-A through I-60-A, II-3-A through II-60-A and III-3-A through III-60-A
           4             I-4-A through I-60-A, II-4-A through II-60-A and  III-4-A through III-60-A
           5             I-5-A through I-60-A, II-5-A through II-60-A and III-5-A through III-60-A
           6             I-6-A through I-60-A, II-6-A through II-60-A and III-6-A through III-60-A
           7             I-7-A through I-60-A,  II-7-A through II-60-A and III-7-A through III-60-A
           8             I-8-A through I-60-A,  II-8-A through II-60-A and III-8-A through III-60-A
           9             I-9-A through I-60-A,  II-9-A through II-60-A and III-9-A through III-60-A
          10             I-10-A through I-60-A,  II-10-A through II-60-A and III-10-A through III-60-A
          11             I-11-A through I-60-A,  II-11-A through II-60-A and III-11-A through III-60-A
          12             I-12-A through I-60-A,  II-12-A through II-60-A and III-12-A through III-60-A
          13             I-13-A through I-60-A,  II-13-A through II-60-A and III-13-A through III-60-A
          14             I-14-A through I-60-A,  II-14-A through II-60-A and III-14-A through III-60-A
          15             I-15-A through I-60-A,  II-15-A through II-60-A and III-15-A through III-60-A
          16             I-16-A through I-60-A,  II-16-A through II-60-A and III-16-A through III-60-A
          17             I-17-A through I-60-A,  II-17-A through II-60-A and III-17-A through III-60-A
          18             I-18-A through I-60-A,  II-18-A through II-60-A and III-18-A through III-60-A
          19             I-19-A through I-60-A, II-19-A through II-60-A and III-19-A through III-60-A
          20             I-20-A through I-60-A, II-20-A through II-60-A and III-20-A through III-60-A
          21             I-21-A through I-60-A, II-21-A through II-60-A and III-21-A through III-60-A
          22             I-22-A through I-60-A, II-22-A through II-60-A and III-22-A through III-60-A
          23             I-23-A through I-60-A, II-23-A through II-60-A and III-23-A through III-60-A
          24             I-24-A through I-60-A, II-24-A through II-60-A and III-24-A through III-60-A
          25             I-25-A through I-60-A, II-25-A through II-60-A and III-25-A through III-60-A
          26             I-26-A through I-60-A, II-26-A through II-60-A and III-26-A through III-60-A
          27             I-27-A through I-60-A, II-27-A through II-60-A and III-27-A through III-60-A
          28             I-28-A through I-60-A, II-28-A through II-60-A and III-28-A through III-60-A
          29             I-29-A through I-60-A, II-29-A through II-60-A and III-29-A through III-60-A
          30             I-30-A through I-60-A, II-30-A through II-60-A and III-30-A through III-60-A
          31             I-31-A through I-60-A, II-31-A through II-60-A and III-31-A through III-60-A
          32             I-32-A through I-60-A, II-32-A through II-60-A and III-32-A through III-60-A
          33             I-33-A through I-60-A, II-33-A through II-60-A and III-33-A through III-60-A
          34             I-34-A through I-60-A, II-34-A through II-60-A and III-34-A through III-60-A
          35             I-35-A through I-60-A, II-35-A through II-60-A andIII-35-A through III-60-A
          36             I-36-A through I-60-A, II-36-A through II-60-A and III-36-A through III-60-A
          37             I-37-A through I-60-A, II-37-A through II-60-A and III-37-A through III-60-A
          38             I-38-A through I-60-A, II-38-A through II-60-A and III-38-A through III-60-A
          39             I-39-A through I-60-A, II-39-A through II-60-A and III-39-A through III-60-A
          40             I-40-A through I-60-A, II-40-A through II-60-A and III-40-A through III-60-A
          41             I-41-A through I-60-A, II-41-A through II-60-A and III-41-A through III-60-A
          42             I-42-A through I-60-A, II-42-A through II-60-A and III-42-A through III-60-A
          43             I-43-A through I-60-A, II-43-A through II-60-A and III-43-A through III-60-A
          44             I-44-A through I-60-A, II-44-A through II-60-A and III-44-A through III-60-A
          45             I-45-A through I-60-A, II-45-A through II-60-A and III-45-A through III-60-A



                                       58
<PAGE>


          46             I-46-A through I-60-A, II-46-A through II-60-A and III-46-A through III-60-A
          47             I-47-A through I-60-A, II-47-A through II-60-A and III-47-A through III-60-A
          48             I-48-A through I-60-A, II-48-A through II-60-A and III-48-A through III-60-A
          49             I-49-A through I-60-A, II-49-A through II-60-A and III-49-A through III-60-A
          50             I-50-A through I-60-A, II-50-A through II-60-A and III-50-A through III-60-A
          51             I-51-A through I-60-A, II-51-A through II-60-A and III-51-A through III-60-A
          52             I-52-A through I-60-A, II-52-A through II-60-A and III-52-A through III-60-A
          53             I-53-A through I-60-A, II-53-A through II-60-A and III-53-A through III-60-A
          54             I-54-A through I-60-A, II-54-A through II-60-A and III-54-A through III-60-A
          55             I-55-A through I-60-A, II-55-A through II-60-A and III-55-A through III-60-A
          56             I-56-A through I-60-A, II-56-A through II-60-A and III-56-A through III-60-A
          57             I-57-A through I-60-A, II-57-A through II-60-A and III-57-A through III-60-A
          58             I-58-A through I-60-A, II-58-A through II-60-A and III-58-A through III-60-A
          59             I-59-A through I-60-A, II-59-A through II-60-Aand III-59-A through III-60-A
          60             I-60-A, II-60-A and III-60-A
      thereafter         $0.00
</TABLE>


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

         UNCERTIFICATED PASS-THROUGH RATE: The Uncertificated REMIC I
Pass-Through Rate and Uncertificated REMIC II Pass-Through Rate.

         UNCERTIFICATED PRINCIPAL BALANCE: The amount of REMIC Regular Interests
and Class P Interest outstanding as of any date of determination. As of the
Closing Date, the Uncertificated Principal Balance of each REMIC Regular
Interest and Class P Interest shall equal the amount set forth in the
Preliminary Statement hereto as its initial uncertificated principal balance. On
each Distribution Date, the Uncertificated Principal Balance of the REMIC
Regular Interests and Class P Interest shall be reduced by all distributions of
principal made on such REMIC Regular Interests and Class P Interest on such
Distribution Date pursuant to Section 5.07 and, if and to the extent necessary
and appropriate, shall be further reduced on such Distribution Date by Realized
Losses as provided in Section 5.05, and the Uncertificated Principal Balance of
REMIC II Regular Interest ZZ shall be increased by interest deferrals as
provided in Section 5.07(c)(1)(ii). The Uncertificated Principal Balance of each
REMIC Regular Interest and Class P Interest shall never be less than zero. With
respect to the Class CE Interest as of any date of determination, an amount
equal to the excess, if any, of (A) the then aggregate Uncertificated Principal
Balance of the REMIC II Regular Interests over (B) the then aggregate
Certificate Principal Balance of the Class A Certificates and the Class M
Certificates and the Uncertified Principal Balance of the Class P Interest then
outstanding.

         UNCERTIFICATED REMIC I PASS-THROUGH RATE: With respect to each REMIC I
Group I Regular Interest ending with the designation "A", a per annum rate equal
to the weighted average Net Mortgage Rate of Loan Group I multiplied by 2,
subject to a maximum rate of 8.0100%. With respect to each REMIC I Group I
Regular Interest ending with the designation "B", the greater of (x) a per annum
rate equal to the excess, if any, of (i) 2 multiplied by the weighted average
Net Mortgage Rate of Loan Group I over (ii) 8.0100% and (y) 0.00%. With respect
to each REMIC I Group II Regular Interest ending



                                       59
<PAGE>


with the designation "A", a per annum rate equal to the weighted average Net
Mortgage Rate of Loan Group II multiplied by 2, subject to a maximum rate of
8.0100%. With respect to each REMIC I Group II Regular Interest ending with the
designation "B", the greater of (x) a per annum rate equal to the excess, if
any, of (i) 2 multiplied by the weighted average Net Mortgage Rate of Loan Group
II over (ii) 8.0100% and (y) 0.00%. With respect to each REMIC I Group III
Regular Interest ending with the designation "A", a per annum rate equal to the
weighted average Net Mortgage Rate of Loan Group III multiplied by 2, subject to
a maximum rate of 8.0100%. With respect to each REMIC I Group III Regular
Interest ending with the designation "B", the greater of (x) a per annum rate
equal to the excess, if any, of (i) 2 multiplied by the weighted average Net
Mortgage Rate of Loan Group III over (ii) 8.0100%, and (y) 0.00%. With respect
to REMIC I Regular Interest P, 0.00%.

         UNCERTIFICATED REMIC II PASS-THROUGH RATE: With respect to REMIC II
Regular Interest AA, REMIC II Regular Interest I-A-1, REMIC II Regular Interest
I-A-2, REMIC II Regular Interest I-A-3, REMIC II Regular Interest II-A-1, REMIC
II Regular Interest II-A-2, REMIC II Regular Interest III-A-1, REMIC II Regular
Interest III-A-2, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2,
REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular
Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest M-7,
REMIC II Regular Interest M-8, REMIC II Regular Interest ZZ, REMIC II Regular
Interest 1A, REMIC II Regular Interest 2A, REMIC II Regular Interest 3A and
REMIC II Regular Interest XX, a per annum rate (but not less than zero) equal to
the weighted average of (x) with respect to REMIC I Regular Interests ending
with the designation "B", the weighted average of the Uncertificated REMIC I
Pass-Through Rates for such REMIC I Regular Interests, weighted on the basis of
the Uncertificated Principal Balances of such REMIC I Regular Interests for each
such Distribution Date and (y) with respect to REMIC I Regular Interests ending
with the designation "A", for each Distribution Date listed below, the weighted
average of the rates listed below for each such REMIC I Regular Interest listed
below, weighted on the basis of the Uncertificated Principal Balances of each
such REMIC I Regular Interest for each such Distribution Date:


<TABLE>
<CAPTION>

    DISTRIBUTION
        DATE          REMIC I REGULAR INTEREST                               RATE
        ----          ------------------------                               ----
         <S>          <C>                            <C>
         1            I-1-A through I-60-A           2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-1-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-1-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate

         2            I-2-A through I-60-A           2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-2-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate Uncertificated REMIC
                                                     I Pass-Through Rate
                      III-2-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate Uncertificated REMIC
                                                     I Pass-Through Rate
                      I-1-A                          Uncertificated REMIC I Pass-Through Rate
                      II-1-A                         Uncertificated REMIC I Pass-Through Rate
                      III-1-A                        Uncertificated REMIC I Pass-Through Rate

         3            I-3-A through I-60-A           2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-3-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-3-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A and I-2-A                Uncertificated REMIC I Pass-Through Rate
                      II-1-A and II-2-A              Uncertificated REMIC I Pass-Through Rate
                      III-1-A and III-2-A            Uncertificated REMIC I Pass-Through Rate

         4            I-4-A through I-60-A           2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate



                                       60
<PAGE>


                      II-4-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-4-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-3-A            Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-3-A          Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-3-A        Uncertificated REMIC I Pass-Through Rate

         5            I-5-A through I-60-A           2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-5-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-5-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-4-A            Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-4-A          Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-4-A        Uncertificated REMIC I Pass-Through Rate

         6            I-6-A through I-60-A           2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-6-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-6-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-5-A            Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-5-A          Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-5-A        Uncertificated REMIC I Pass-Through Rate

         7            I-7-A through I-60-A           2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-7-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-7-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-6-A            Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-6-A          Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-6-A        Uncertificated REMIC I Pass-Through Rate

         8            I-8-A through I-60-A           2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-8-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-8-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-7-A            Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-7-A          Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-7-A        Uncertificated REMIC I Pass-Through Rate

         9            I-9-A through I-60-A           2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-9-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-9-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-8-A            Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-8-A          Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-8-A        Uncertificated REMIC I Pass-Through Rate

         10           I-10-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-10-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-10-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-9-A            Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-9-A          Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-9-A        Uncertificated REMIC I Pass-Through Rate

         11           I-11-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate



                                       61
<PAGE>


                      II-11-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-11-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-10-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-10-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-10-A       Uncertificated REMIC I Pass-Through Rate

         12           I-12-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-12-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-12-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-11-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-11-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-11-A       Uncertificated REMIC I Pass-Through Rate

         13           I-13-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-13-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-13-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-12-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-12-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-12-A       Uncertificated REMIC I Pass-Through Rate

         14           I-14-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-14-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-14-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-13-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-13-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-13-A       Uncertificated REMIC I Pass-Through Rate

         15           I-15-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-15-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-15-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-14-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-14-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-14-A       Uncertificated REMIC I Pass-Through Rate

         16           I-16-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-16-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-16-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-15-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-15-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-15-A       Uncertificated REMIC I Pass-Through Rate

         17           I-17-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-17-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-17-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-16-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-16-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-16-A       Uncertificated REMIC I Pass-Through Rate

         18           I-18-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate



                                       62
<PAGE>


                      II-18-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-18-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-17-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-17-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-17-A       Uncertificated REMIC I Pass-Through Rate

         19           I-19-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-19-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-19-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-18-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-18-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-18-A       Uncertificated REMIC I Pass-Through Rate

         20           I-20-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-20-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-20-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-19-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-19-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-19-A       Uncertificated REMIC I Pass-Through Rate

         21           I-21-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-21-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-21-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-20-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-20-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-20-A       Uncertificated REMIC I Pass-Through Rate

         22           I-22-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-22-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-22-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-21-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-21-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-21-A       Uncertificated REMIC I Pass-Through Rate

         23           I-23-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-23-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-23-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-22-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-22-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-22-A       Uncertificated REMIC I Pass-Through Rate

         24           I-24-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-24-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-24-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-23-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-23-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-23-A       Uncertificated REMIC I Pass-Through Rate

         25           I-25-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate



                                       63
<PAGE>


                      II-25-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-25-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-24-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-24-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-24-A       Uncertificated REMIC I Pass-Through Rate

         26           I-26-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-26-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-26-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-25-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-25-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-25-A       Uncertificated REMIC I Pass-Through Rate

         27           I-27-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-27-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-27-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-26-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-26-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-26-A       Uncertificated REMIC I Pass-Through Rate

         28           I-28-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-28-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-28-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-27-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-27-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-27-A       Uncertificated REMIC I Pass-Through Rate

         29           I-29-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-29-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-29-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-28-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-28-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-28-A       Uncertificated REMIC I Pass-Through Rate

         30           I-30-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-30-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-30-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-29-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-29-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-29-A       Uncertificated REMIC I Pass-Through Rate

         31           I-31-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-31-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-31-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-30-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-30-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-30-A       Uncertificated REMIC I Pass-Through Rate

         32           I-32-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate



                                       64
<PAGE>


                      II-32-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-32-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-31-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-31-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-31-A       Uncertificated REMIC I Pass-Through Rate

         33           I-33-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-33-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-33-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-32-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-32-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-32-A       Uncertificated REMIC I Pass-Through Rate

         34           I-34-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-34-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-34-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-33-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-33-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-33-A       Uncertificated REMIC I Pass-Through Rate

         35           I-35-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-35-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-35-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-34-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-34-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-34-A       Uncertificated REMIC I Pass-Through Rate

         36           I-36-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-36-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-36-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-35-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-35-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-35-A       Uncertificated REMIC I Pass-Through Rate

         37           I-37-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-37-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-37-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-36-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-36-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-36-A       Uncertificated REMIC I Pass-Through Rate

         38           I-38-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-38-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-38-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-37-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-37-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-37-A       Uncertificated REMIC I Pass-Through Rate

         39           I-39-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate



                                       65
<PAGE>


                      II-39-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-39-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-38-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-38-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-38-A       Uncertificated REMIC I Pass-Through Rate

         40           I-40-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-40-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-40-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-39-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-39-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-39-A       Uncertificated REMIC I Pass-Through Rate

         41           I-41-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-41-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-41-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-40-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-40-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-40-A       Uncertificated REMIC I Pass-Through Rate

         42           I-42-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-42-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-42-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-41-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-41-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-41-A       Uncertificated REMIC I Pass-Through Rate

         43           I-43-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-43-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-43-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-42-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-42-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-42-A       Uncertificated REMIC I Pass-Through Rate

         44           I-44-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-44-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-44-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-43-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-43-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-43-A       Uncertificated REMIC I Pass-Through Rate

         45           I-45-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-45-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-45-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-44-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-44-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-44-A       Uncertificated REMIC I Pass-Through Rate

         46           I-46-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate



                                       66
<PAGE>


                      II-46-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-46-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-45-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-45-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-45-A       Uncertificated REMIC I Pass-Through Rate

         47           I-47-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-47-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-47-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-46-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-46-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-46-A       Uncertificated REMIC I Pass-Through Rate

         48           I-48-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-48-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-48-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-47-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-47-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-47-A       Uncertificated REMIC I Pass-Through Rate

         49           I-49-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-49-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-49-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-48-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-48-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-48-A       Uncertificated REMIC I Pass-Through Rate

         50           I-50-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-50-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-50-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-49-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-49-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-49-A       Uncertificated REMIC I Pass-Through Rate

         51           I-51-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-51-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-51-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-50-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-50-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-50-A       Uncertificated REMIC I Pass-Through Rate

         52           I-52-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-52-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-52-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-51-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-51-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-51-A       Uncertificated REMIC I Pass-Through Rate

         53           I-53-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate



                                       67
<PAGE>


                      II-53-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-53-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-52-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-52-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-52-A       Uncertificated REMIC I Pass-Through Rate

         54           I-54-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-54-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-54-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-53-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-53-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-53-A       Uncertificated REMIC I Pass-Through Rate

         55           I-55-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-55-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-55-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-54-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-54-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-54-A       Uncertificated REMIC I Pass-Through Rate

         56           I-56-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-56-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-56-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-55-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-55-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-55-A       Uncertificated REMIC I Pass-Through Rate

         57           I-57-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-57-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-57-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-56-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-56-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-56-A       Uncertificated REMIC I Pass-Through Rate

         58           I-58-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-58-A through II-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-58-A through III-60-A      2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-57-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-57-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-57-A       Uncertificated REMIC I Pass-Through Rate

         59           I-59-A and I-60-A              2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      II-59-A and II-60-A            2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-59-A and III-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-58-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-58-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-58-A       Uncertificated REMIC I Pass-Through Rate

         60           I-60-A                         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate



                                       68
<PAGE>

                      II-60-A                        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      III-60-A                       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                     REMIC I Pass-Through Rate
                      I-1-A through I-59-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-59-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-59-A       Uncertificated REMIC I Pass-Through Rate

     thereafter       I-1-A through I-60-A           Uncertificated REMIC I Pass-Through Rate
                      II-1-A through II-60-A         Uncertificated REMIC I Pass-Through Rate
                      III-1-A through III-60-A       Uncertificated REMIC I Pass-Through Rate
</TABLE>



         With respect to REMIC II Regular Interest 1B, a per annum rate (but not
less than zero) equal to the weighted average of (x) with respect to REMIC I
Group I Regular Interests ending with the designation "B", the weighted average
of the Uncertificated REMIC I Pass-Through Rates for such REMIC I Regular
Interests, weighted on the basis of the Uncertificated Principal Balances of
each such REMIC I Regular Interest for each such Distribution Date and (y) with
respect to REMIC I Group I Regular Interests ending with the designation "A",
for each Distribution Date listed below, the weighted average of the rates
listed below for such REMIC I Regular Interests listed below, weighted on the
basis of the Uncertificated Principal Balances of each such REMIC I Regular
Interest for each such Distribution Date:


<TABLE>
<CAPTION>

      DISTRIBUTION
          DATE             REMIC I REGULAR INTEREST                                   RATE
          ----             ------------------------                                   ----
          <S>              <C>                            <C>
          1                I-1-A through I-60-A           2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate

          2                I-2-A through I-60-A           2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A                          Uncertificated REMIC I Pass-Through Rate

          3                I-3-A through I-60-A           2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A and I-2-A                Uncertificated REMIC I Pass-Through Rate

          4                I-4-A through I-60-A           2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-3-A            Uncertificated REMIC I Pass-Through Rate

          5                I-5-A through I-60-A           2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-4-A            Uncertificated REMIC I Pass-Through Rate

          6                I-6-A through I-60-A           2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-5-A            Uncertificated REMIC I Pass-Through Rate

          7                I-7-A through I-60-A           2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-6-A            Uncertificated REMIC I Pass-Through Rate

          8                I-8-A through I-60-A           2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-7-A            Uncertificated REMIC I Pass-Through Rate

          9                I-9-A through I-60-A           2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-8-A            Uncertificated REMIC I Pass-Through Rate

         10                I-10-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-9-A            Uncertificated REMIC I Pass-Through Rate

         11                I-11-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated



                                               69
<PAGE>


                                                          REMIC I Pass-Through Rate
                           I-1-A through I-10-A           Uncertificated REMIC I Pass-Through Rate

         12                I-12-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-11-A           Uncertificated REMIC I Pass-Through Rate

         13                I-13-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-12-A           Uncertificated REMIC I Pass-Through Rate

         14                I-14-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-13-A           Uncertificated REMIC I Pass-Through Rate

         15                I-15-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-14-A           Uncertificated REMIC I Pass-Through Rate

         16                I-16-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-15-A           Uncertificated REMIC I Pass-Through Rate

         17                I-17-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-16-A           Uncertificated REMIC I Pass-Through Rate

         18                I-18-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-17-A           Uncertificated REMIC I Pass-Through Rate

         19                I-19-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-18-A           Uncertificated REMIC I Pass-Through Rate

         20                I-20-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-19-A           Uncertificated REMIC I Pass-Through Rate

         21                I-21-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-20-A           Uncertificated REMIC I Pass-Through Rate

         22                I-22-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-21-A           Uncertificated REMIC I Pass-Through Rate

         23                I-23-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-22-A           Uncertificated REMIC I Pass-Through Rate

         24                I-24-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-23-A           Uncertificated REMIC I Pass-Through Rate

         25                I-25-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-24-A           Uncertificated REMIC I Pass-Through Rate

         26                I-26-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-25-A           Uncertificated REMIC I Pass-Through Rate

         27                I-27-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-26-A           Uncertificated REMIC I Pass-Through Rate

         28                I-28-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-27-A           Uncertificated REMIC I Pass-Through Rate



                                               70
<PAGE>


         29                I-29-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-28-A           Uncertificated REMIC I Pass-Through Rate

         30                I-30-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-29-A           Uncertificated REMIC I Pass-Through Rate

         31                I-31-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-30-A           Uncertificated REMIC I Pass-Through Rate

         32                I-32-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-31-A           Uncertificated REMIC I Pass-Through Rate

         33                I-33-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-32-A           Uncertificated REMIC I Pass-Through Rate

         34                I-34-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-33-A           Uncertificated REMIC I Pass-Through Rate

         35                I-35-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-34-A           Uncertificated REMIC I Pass-Through Rate

         36                I-36-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-35-A           Uncertificated REMIC I Pass-Through Rate

         37                I-37-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-36-A           Uncertificated REMIC I Pass-Through Rate

         38                I-38-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-37-A           Uncertificated REMIC I Pass-Through Rate

         39                I-39-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-38-A           Uncertificated REMIC I Pass-Through Rate

         40                I-40-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-39-A           Uncertificated REMIC I Pass-Through Rate

         41                I-41-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-40-A           Uncertificated REMIC I Pass-Through Rate

         42                I-42-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-41-A           Uncertificated REMIC I Pass-Through Rate

         43                I-43-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-42-A           Uncertificated REMIC I Pass-Through Rate

         44                I-44-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-43-A           Uncertificated REMIC I Pass-Through Rate

         45                I-45-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-44-A           Uncertificated REMIC I Pass-Through Rate

         46                I-46-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated



                                               71
<PAGE>


                                                          REMIC I Pass-Through Rate
                           I-1-A through I-45-A           Uncertificated REMIC I Pass-Through Rate

         47                I-47-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-46-A           Uncertificated REMIC I Pass-Through Rate

         48                I-48-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-47-A           Uncertificated REMIC I Pass-Through Rate

         49                I-49-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-48-A           Uncertificated REMIC I Pass-Through Rate

         50                I-50-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-49-A           Uncertificated REMIC I Pass-Through Rate

         51                I-51-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-50-A           Uncertificated REMIC I Pass-Through Rate

         52                I-52-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-51-A           Uncertificated REMIC I Pass-Through Rate

         53                I-53-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-52-A           Uncertificated REMIC I Pass-Through Rate

         54                I-54-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-53-A           Uncertificated REMIC I Pass-Through Rate

         55                I-55-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-54-A           Uncertificated REMIC I Pass-Through Rate

         56                I-56-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-55-A           Uncertificated REMIC I Pass-Through Rate

         57                I-57-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-56-A           Uncertificated REMIC I Pass-Through Rate

         58                I-58-A through I-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-57-A           Uncertificated REMIC I Pass-Through Rate

         59                I-59-A and I-60-A              2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-58-A           Uncertificated REMIC I Pass-Through Rate

         60                I-60-A                         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                          REMIC I Pass-Through Rate
                           I-1-A through I-59-A           Uncertificated REMIC I Pass-Through Rate

     thereafter            I-1-A through I-60-A           Uncertificated REMIC I Pass-Through Rate
</TABLE>


         With respect to REMIC II Regular Interest 2 B, a per annum rate (but
not less than zero) equal to the weighted average of (x) with respect to REMIC I
Group II Regular Interests ending with the designation "B", the weighted average
of the Uncertificated REMIC I Pass-Through Rates for such REMIC I Regular
Interests, weighted on the basis of the Uncertificated Principal Balances of
each such REMIC I Regular Interest for each such Distribution Date and (y) with



                                       72
<PAGE>


respect to REMIC I Group II Regular Interests ending with the designation "A",
for each Distribution Date listed below, the weighted average of the rates
listed below for such REMIC I Regular Interests listed below, weighted on the
basis of the Uncertificated Principal Balances of each such REMIC I Regular
Interest for each such Distribution Date:


<TABLE>
<CAPTION>

 DISTRIBUTION
     DATE             REMIC I REGULAR INTEREST                                     RATE
     ----             ------------------------                                     ----
<S>                   <C>                             <C>
         1            II-1-A through II-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate

         2            II-2-A through II-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A                          Uncertificated REMIC I Pass-Through Rate

         3            II-3-A through II-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A and II-2-A               Uncertificated REMIC I Pass-Through Rate

         4            II-4-A through II-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-3-A           Uncertificated REMIC I Pass-Through Rate

         5            II-5-A through II-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-4-A           Uncertificated REMIC I Pass-Through Rate

         6            II-6-A through II-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-5-A           Uncertificated REMIC I Pass-Through Rate

         7            II-7-A through II-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-6-A           Uncertificated REMIC I Pass-Through Rate

         8            II-8-A through II-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-7-A           Uncertificated REMIC I Pass-Through Rate

         9            II-9-A through II-60-A          2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-8-A           Uncertificated REMIC I Pass-Through Rate

         10           II-10-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-9-A           Uncertificated REMIC I Pass-Through Rate

         11           II-11-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-10-A          Uncertificated REMIC I Pass-Through Rate

         12           II-12-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-11-A          Uncertificated REMIC I Pass-Through Rate

         13           II-13-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-12-A          Uncertificated REMIC I Pass-Through Rate

         14           II-14-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-13-A          Uncertificated REMIC I Pass-Through Rate

         15           II-15-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-14-A          Uncertificated REMIC I Pass-Through Rate

         16           II-16-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated



                                       73
<PAGE>


                                                      REMIC I Pass-Through Rate
                      II-1-A through II-15-A          Uncertificated REMIC I Pass-Through Rate

         17           II-17-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-16-A          Uncertificated REMIC I Pass-Through Rate

         18           II-18-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-17-A          Uncertificated REMIC I Pass-Through Rate

         19           II-19-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-18-A          Uncertificated REMIC I Pass-Through Rate

         20           II-20-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-19-A          Uncertificated REMIC I Pass-Through Rate

         21           II-21-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-20-A          Uncertificated REMIC I Pass-Through Rate

         22           II-22-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-21-A          Uncertificated REMIC I Pass-Through Rate

         23           II-23-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-22-A          Uncertificated REMIC I Pass-Through Rate

         24           II-24-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-23-A          Uncertificated REMIC I Pass-Through Rate

         25           II-25-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-24-A          Uncertificated REMIC I Pass-Through Rate

         26           II-26-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-25-A          Uncertificated REMIC I Pass-Through Rate

         27           II-27-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-26-A          Uncertificated REMIC I Pass-Through Rate

         28           II-28-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-27-A          Uncertificated REMIC I Pass-Through Rate

         29           II-29-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-28-A          Uncertificated REMIC I Pass-Through Rate

         30           II-30-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-29-A          Uncertificated REMIC I Pass-Through Rate

         31           II-31-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-30-A          Uncertificated REMIC I Pass-Through Rate

         32           II-32-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-31-A          Uncertificated REMIC I Pass-Through Rate

         33           II-33-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-32-A          Uncertificated REMIC I Pass-Through Rate



                                       74
<PAGE>


         34           II-34-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-33-A          Uncertificated REMIC I Pass-Through Rate

         35           II-35-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-34-A          Uncertificated REMIC I Pass-Through Rate

         36           II-36-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-35-A          Uncertificated REMIC I Pass-Through Rate

         37           II-37-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-36-A          Uncertificated REMIC I Pass-Through Rate

         38           II-38-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-37-A          Uncertificated REMIC I Pass-Through Rate

         39           II-39-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-38-A          Uncertificated REMIC I Pass-Through Rate

         40           II-40-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-39-A          Uncertificated REMIC I Pass-Through Rate

         41           II-41-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-40-A          Uncertificated REMIC I Pass-Through Rate

         42           II-42-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-41-A          Uncertificated REMIC I Pass-Through Rate

         43           II-43-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-42-A          Uncertificated REMIC I Pass-Through Rate

         44           II-44-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-43-A          Uncertificated REMIC I Pass-Through Rate

         45           II-45-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-44-A          Uncertificated REMIC I Pass-Through Rate

         46           II-46-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-45-A          Uncertificated REMIC I Pass-Through Rate

         47           II-47-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-46-A          Uncertificated REMIC I Pass-Through Rate

         48           II-48-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-47-A          Uncertificated REMIC I Pass-Through Rate

         49           II-49-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-48-A          Uncertificated REMIC I Pass-Through Rate

         50           II-50-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-49-A          Uncertificated REMIC I Pass-Through Rate

         51           II-51-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated



                                       75
<PAGE>


                                                      REMIC I Pass-Through Rate
                      II-1-A through II-50-A          Uncertificated REMIC I Pass-Through Rate

         52           II-52-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-51-A          Uncertificated REMIC I Pass-Through Rate

         53           II-53-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-52-A          Uncertificated REMIC I Pass-Through Rate

         54           II-54-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-53-A          Uncertificated REMIC I Pass-Through Rate

         55           II-55-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-54-A          Uncertificated REMIC I Pass-Through Rate

         56           II-56-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-55-A          Uncertificated REMIC I Pass-Through Rate

         57           II-57-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-56-A          Uncertificated REMIC I Pass-Through Rate

         58           II-58-A through II-60-A         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-57-A          Uncertificated REMIC I Pass-Through Rate

         59           II-59-A and II-60-A             2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-58-A          Uncertificated REMIC I Pass-Through Rate

         60           II-60-A                         2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      II-1-A through II-59-A          Uncertificated REMIC I Pass-Through Rate

     thereafter       II-1-A through II-60-A          Uncertificated REMIC I Pass-Through Rate
</TABLE>


         With respect to REMIC II Regular Interest 3B, a per annum rate (but not
less than zero) equal to the weighted average of (x) with respect to REMIC I
Group III Regular Interests ending with the designation "B", the weighted
average of the Uncertificated REMIC I Pass-Through Rates for such REMIC I
Regular Interests, weighted on the basis of the Uncertificated Principal
Balances of each such REMIC I Regular Interest for each such Distribution Date
and (y) with respect to REMIC I Group III Regular Interests ending with the
designation "A", for each Distribution Date listed below, the weighted average
of the rates listed below for such REMIC I Regular Interests listed below,
weighted on the basis of the Uncertificated Principal Balances of each such
REMIC I Regular Interest for each such Distribution Date:


<TABLE>
<CAPTION>

 DISTRIBUTION
     DATE              REMIC I REGULAR INTEREST                                     RATE
     ----              ------------------------                                     ----
<S>                   <C>                             <C>
         1            III-1-A through III-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate

         2            III-2-A through III-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A                         Uncertificated REMIC I Pass-Through Rate

         3            III-3-A through III-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A and III-2-A             Uncertificated REMIC I Pass-Through Rate



                                       76
<PAGE>


         4            III-4-A through III-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-3-A         Uncertificated REMIC I Pass-Through Rate

         5            III-5-A through III-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-4-A         Uncertificated REMIC I Pass-Through Rate

         6            III-6-A through III-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-5-A         Uncertificated REMIC I Pass-Through Rate

         7            III-7-A through III-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-6-A         Uncertificated REMIC I Pass-Through Rate

         8            III-8-A through III-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-7-A         Uncertificated REMIC I Pass-Through Rate

         9            III-9-A through III-60-A        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-8-A         Uncertificated REMIC I Pass-Through Rate

         10           III-10-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-9-A         Uncertificated REMIC I Pass-Through Rate

         11           III-11-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-10-A        Uncertificated REMIC I Pass-Through Rate

         12           III-12-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-11-A        Uncertificated REMIC I Pass-Through Rate

         13           III-13-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-12-A        Uncertificated REMIC I Pass-Through Rate

         14           III-14-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-13-A        Uncertificated REMIC I Pass-Through Rate

         15           III-15-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-14-A        Uncertificated REMIC I Pass-Through Rate

         16           III-16-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-15-A        Uncertificated REMIC I Pass-Through Rate

         17           III-17-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-16-A        Uncertificated REMIC I Pass-Through Rate

         18           III-18-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-17-A        Uncertificated REMIC I Pass-Through Rate

         19           III-19-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-18-A        Uncertificated REMIC I Pass-Through Rate

         20           III-20-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-19-A        Uncertificated REMIC I Pass-Through Rate

         21           III-21-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate



                                       77
<PAGE>


                      III-1-A through III-20-A        Uncertificated REMIC I Pass-Through Rate

         22           III-22-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-21-A        Uncertificated REMIC I Pass-Through Rate

         23           III-23-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-22-A        Uncertificated REMIC I Pass-Through Rate

         24           III-24-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-23-A        Uncertificated REMIC I Pass-Through Rate

         25           III-25-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-24-A        Uncertificated REMIC I Pass-Through Rate

         26           III-26-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-25-A        Uncertificated REMIC I Pass-Through Rate

         27           III-27-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-26-A        Uncertificated REMIC I Pass-Through Rate

         28           III-28-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-27-A        Uncertificated REMIC I Pass-Through Rate

         29           III-29-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-28-A        Uncertificated REMIC I Pass-Through Rate

         30           III-30-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-29-A        Uncertificated REMIC I Pass-Through Rate

         31           III-31-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-30-A        Uncertificated REMIC I Pass-Through Rate

         32           III-32-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-31-A        Uncertificated REMIC I Pass-Through Rate

         33           III-33-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-32-A        Uncertificated REMIC I Pass-Through Rate

         34           III-34-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-33-A        Uncertificated REMIC I Pass-Through Rate

         35           III-35-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-34-A        Uncertificated REMIC I Pass-Through Rate

         36           III-36-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-35-A        Uncertificated REMIC I Pass-Through Rate

         37           III-37-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-36-A        Uncertificated REMIC I Pass-Through Rate

         38           III-38-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-37-A        Uncertificated REMIC I Pass-Through Rate



                                       78
<PAGE>


         39           III-39-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-38-A        Uncertificated REMIC I Pass-Through Rate

         40           III-40-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-39-A        Uncertificated REMIC I Pass-Through Rate

         41           III-41-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-40-A        Uncertificated REMIC I Pass-Through Rate

         42           III-42-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-41-A        Uncertificated REMIC I Pass-Through Rate

         43           III-43-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-42-A        Uncertificated REMIC I Pass-Through Rate

         44           III-44-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-43-A        Uncertificated REMIC I Pass-Through Rate

         45           III-45-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-44-A        Uncertificated REMIC I Pass-Through Rate

         46           III-46-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-45-A        Uncertificated REMIC I Pass-Through Rate

         47           III-47-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-46-A        Uncertificated REMIC I Pass-Through Rate

         48           III-48-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-47-A        Uncertificated REMIC I Pass-Through Rate

         49           III-49-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-48-A        Uncertificated REMIC I Pass-Through Rate

         50           III-50-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-49-A        Uncertificated REMIC I Pass-Through Rate

         51           III-51-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-50-A        Uncertificated REMIC I Pass-Through Rate

         52           III-52-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-51-A        Uncertificated REMIC I Pass-Through Rate

         53           III-53-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-52-A        Uncertificated REMIC I Pass-Through Rate

         54           III-54-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-53-A        Uncertificated REMIC I Pass-Through Rate

         55           III-55-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-54-A        Uncertificated REMIC I Pass-Through Rate

         56           III-56-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate



                                       79
<PAGE>


                      III-1-A through III-55-A        Uncertificated REMIC I Pass-Through Rate

         57           III-57-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-56-A        Uncertificated REMIC I Pass-Through Rate

         58           III-58-A through III-60-A       2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-57-A        Uncertificated REMIC I Pass-Through Rate

         59           III-59-A and III-60-A           2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-58-A        Uncertificated REMIC I Pass-Through Rate

         60           III-60-A                        2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                                                      REMIC I Pass-Through Rate
                      III-1-A through III-59-A        Uncertificated REMIC I Pass-Through Rate

     thereafter       III-1-A through III-60-A        Uncertificated REMIC I Pass-Through Rate
</TABLE>


         With respect to REMIC II Regular Interest IO, the excess of (i) the
weighted average of the Uncertificated REMIC I Pass-Through Rates for REMIC I
Regular Interests ending with the designation "A", over (ii) 2 multiplied by
Swap LIBOR.

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

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

         VOTING RIGHTS: The portion of the voting rights of all the Certificates
that is allocated to any Certificate for purposes of the voting provisions
hereunder. Voting Rights shall be allocated (i) 92% to the Class A Certificates
and Class M Certificates, (ii) 3% to the Class CE Certificates until paid in
full, and (iii) 1% and 1% to each of the Class R-1 Certificates and Class R-2
Certificates, respectively, and 1% to each of the Class R-3, Class RX and Class
P Certificates, with the allocation among the Certificates (other than the Class
CE, Class P and Residual Certificates) to be in proportion to the Certificate
Principal Balance of each Class relative to the Certificate Principal Balance of
all other such Classes. Voting Rights will be allocated among the Certificates
of each such Class in accordance with their respective Percentage Interests.

         Section 1.02 ALLOCATION OF CERTAIN INTEREST SHORTFALLS.

         For purposes of calculating the amount of Current Interest for the
Class A Certificates, the Class M Certificates and the Class CE Certificates for
any Distribution Date, the aggregate amount of any Prepayment Interest
Shortfalls (to the extent not covered by payments by the Master Servicer
pursuant to Section 5.02) and any Relief Act Interest Shortfalls incurred in
respect of the Mortgage Loans for any Distribution Date shall be allocated
first, to the Class CE Interest based on, and to the extent of, one month's
interest at the then applicable respective Pass Through Rate on the
Uncertificated Notional Amount thereof and, thereafter, among the Class A
Certificates and Class M Certificates, in each case on a PRO RATA basis based
on, and to the extent



                                       80
<PAGE>


of, one month's interest at the then applicable respective Pass Through Rates on
the respective Certificate Principal Balances of each such Certificate.

         For purposes of calculating the amount of Uncertificated Accrued
Interest for the REMIC I Regular Interests for any Distribution Date:

     (a) For purposes of calculating the amount of Uncertificated Accrued
Interest for the REMIC I Group I Regular Interests for any Distribution Date,
the aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the Master Servicer pursuant to Section 5.02) and any
Relief Act Interest Shortfalls incurred in respect of Loan Group I shall be
allocated first, to REMIC I Group I Regular Interests ending with the
designation "B", PRO RATA based on, and to the extent of, one month's interest
at the then applicable respective Uncertificated REMIC I Pass-Through Rates on
the respective Uncertificated Principal Balances of each such REMIC I Regular
Interest, and then, to REMIC I Group I Regular Interests ending with the
designation "A", PRO RATA based on, and to the extent of, one month's interest
at the then applicable respective Uncertificated REMIC I Pass-Through Rates on
the respective Uncertificated Principal Balances of each such REMIC I Regular
Interest. For purposes of calculating the amount of Uncertificated Accrued
Interest for the REMIC I Group II Regular Interests for any Distribution Date,
the aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the Master Servicer pursuant to Section 5.02) and any
Relief Act Interest Shortfalls incurred in respect of Loan Group II shall be
allocated first, to REMIC I Group II Regular Interests ending with the
designation "B", PRO RATA based on, and to the extent of, one month's interest
at the then applicable respective Uncertificated REMIC I Pass-Through Rates on
the respective Uncertificated Principal Balances of each such REMIC I Regular
Interest, and then, to REMIC I Group II Regular Interests ending with the
designation "A", PRO RATA based on, and to the extent of, one month's interest
at the then applicable respective Uncertificated REMIC I Pass-Through Rates on
the respective Uncertificated Principal Balances of each such REMIC I Regular
Interest. For purposes of calculating the amount of Uncertificated Accrued
Interest for the REMIC I Group III Regular Interests for any Distribution Date,
the aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the Master Servicer pursuant to Section 5.02) and any
Relief Act Interest Shortfalls incurred in respect of Loan Group III shall be
allocated first, to REMIC I Group III Regular Interests ending with the
designation "B", PRO RATA based on, and to the extent of, one month's interest
at the then applicable respective Uncertificated REMIC I Pass-Through Rates on
the respective Uncertificated Principal Balances of each such REMIC I Regular
Interest, and then, to REMIC I Group III Regular Interests ending with the
designation "A", PRO RATA based on, and to the extent of, one month's interest
at the then applicable respective Uncertificated REMIC I Pass-Through Rates on
the respective Uncertificated Principal Balances of each such REMIC I Regular
Interest.

         (b) The REMIC II Marker Allocation Percentage of the aggregate amount
of any Prepayment Interest Shortfalls (to the extent not covered by payments by
the Master Servicer pursuant to Section 5.02) and the REMIC II Marker Allocation
Percentage of any Relief Act Interest Shortfalls incurred in respect of the
Mortgage Loans for any Distribution Date shall be allocated first, to
Uncertificated Accrued Interest payable to REMIC II Regular Interest AA and
REMIC II Regular Interest ZZ up to an aggregate amount equal to the REMIC II
Interest Loss



                                       81
<PAGE>


Allocation Amount, 98% and 2%, respectively, and thereafter among REMIC II
Regular Interest I-A-1, REMIC II Regular Interest I-A-2, REMIC II Regular
Interest I-A-3, REMIC II Regular Interest II-A-1, REMIC II Regular Interest
II-A-2, REMIC II Regular Interest III-A-1, REMIC II Regular Interest III-A-2,
REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular
Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5,
REMIC II Regular Interest M-6, REMIC II Regular Interest M-7, REMIC II Regular
Interest M-8 and REMIC II Regular Interest ZZ, PRO RATA, based on, and to the
extent of, one month's interest at the then applicable respective Uncertificated
REMIC II Pass-Through Rates on the respective Uncertificated Principal Balances
of each such REMIC II Regular Interest.

         (c) The REMIC II Sub WAC Allocation Percentage of the aggregate amount
of any Prepayment Interest Shortfalls (to the extent not covered by payments by
the Master Servicer pursuant to Section 5.02) and the REMIC II Sub WAC
Allocation Percentage of any Relief Act Interest Shortfalls incurred in respect
of the Mortgage Loans for any Distribution Date shall be allocated to
Uncertificated Accrued Interest payable to REMIC II Regular Interest 1A, REMIC
II Regular Interest 1B, REMIC II Regular Interest 2A, REMIC II Regular Interest
2B, REMIC II Regular Interest 3A, REMIC II Regular Interest 3B and REMIC II
Regular Interest XX, PRO RATA, based on, and to the extent of, one month's
interest at the then applicable respective Uncertificated REMIC II Pass-Through
Rates on the respective Uncertificated Principal Balances of each such REMIC II
Regular Interest.



                                       82
<PAGE>


                                   ARTICLE II

                            CONVEYANCE OF TRUST FUND
                         REPRESENTATIONS AND WARRANTIES

         Section 2.01 CONVEYANCE OF TRUST FUND.

         Pursuant to the Mortgage Loan Purchase Agreement, the Seller sold,
transferred, assigned, set over and otherwise conveyed to the Depositor, without
recourse, all the right, title and interest of the Seller in and to the assets
in the Trust Fund.

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

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

         In connection with such sale, the Depositor has delivered to, and
deposited with, the Trustee or the Custodian, as its agent, the following
documents or instruments with respect to each Mortgage Loan so assigned: (i) the
original Mortgage Note, including any riders thereto, endorsed without recourse
(A) to the order of "LaSalle Bank National Association, as Trustee for
Certificateholders of Bear Stearns Asset Backed Securities I LLC Asset Backed
Certificates, Series 2005-HE3," or (B) in the case of a loan registered on the
MERS system, in blank, and in each case showing an unbroken chain of
endorsements from the original payee thereof to the Person endorsing it to the
Trustee, (ii) the original Mortgage and, if the related Mortgage Loan is a MOM
Loan, noting the presence of the MIN and language indicating that such Mortgage
Loan is a MOM Loan, which shall have been recorded (or if the original is not
available, a copy), with evidence of such recording indicated thereon (or if
clause (x) in the proviso below applies, shall be in recordable form), (iii)
unless the Mortgage Loan is a MOM Loan, the assignment (either an original or a
copy, which may be in the form of a blanket assignment if permitted in the
jurisdiction in which the Mortgaged Property is located) to the Trustee of the
Mortgage with respect to each Mortgage Loan in the name of "LaSalle Bank
National Association, as Trustee for Certificateholders of Bear Stearns Asset
Backed Securities I LLC Asset Backed Certificates, Series 2005-HE3," which shall
have been recorded (or if clause (x) in the proviso below applies, shall be in
recordable form) (iv) an original or a copy of all intervening assignments of
the Mortgage, if any, with evidence of recording thereon, (v) the original
policy of title insurance or mortgagee's certificate of title insurance or
commitment or binder for title insurance, if available, or a copy thereof, or,
in the event that such original title insurance policy is unavailable, a
photocopy thereof, or in lieu thereof, a current lien search on the related
Mortgaged Property and (vi) originals or copies of all available assumption,
modification or substitution agreements, if any; provided, however, that in lieu
of the foregoing, the Seller may deliver the following documents, under the
circumstances set forth below: (x) if any Mortgage, assignment thereof to the
Trustee or intervening assignments thereof have been delivered or are being
delivered to



                                       83
<PAGE>


recording offices for recording and have not been returned in time
to permit their delivery as specified above, the Depositor may deliver a true
copy thereof with a certification by the Seller or the title company issuing the
commitment for title insurance, on the face of such copy, substantially as
follows: "Certified to be a true and correct copy of the original, which has
been transmitted for recording"; and (y) in lieu of the Mortgage Notes relating
to the Mortgage Loans identified in the list set forth in Exhibit I, the
Depositor may deliver a lost note affidavit and indemnity and a copy of the
original note, if available; and provided, further, however, that in the case of
Mortgage Loans which have been prepaid in full after the Cut-Off Date and prior
to the Closing Date, the Depositor, in lieu of delivering the above documents,
may deliver to the Trustee and the Custodian a certification of a Servicing
Officer to such effect and in such case shall deposit all amounts paid in
respect of such Mortgage Loans, in the Protected Account or in the Distribution
Account on the Closing Date. In the case of the documents referred to in clause
(x) above, the Depositor shall deliver such documents to the Trustee or the
Custodian promptly after they are received. The Seller shall cause, at its
expense, the Mortgage and intervening assignments, if any, and to the extent
required in accordance with the foregoing, the assignment of the Mortgage to the
Trustee to be submitted for recording promptly after the Closing Date; provided
that the Seller need not cause to be recorded (a) any assignment in any
jurisdiction under the laws of which, as evidenced by an Opinion of Counsel
addressed to the Trustee delivered by the Seller to the Trustee and the Rating
Agencies, the recordation of such assignment is not necessary to protect the
Trustee's interest in the related Mortgage Loan or (b) if MERS is identified on
the Mortgage or on a properly recorded assignment of the Mortgage as the
mortgagee of record solely as nominee for Seller and its successors and assigns.
In the event that the Seller, the Depositor or the Master Servicer gives written
notice to the Trustee that a court has recharacterized the sale of the Mortgage
Loans as a financing, the Seller shall submit or cause to be submitted for
recording as specified above each such previously unrecorded assignment to be
submitted for recording as specified above at the expense of the Trust. In the
event a Mortgage File is released to the Master Servicer as a result of such
Person having completed a Request for Release, the Custodian shall, if not so
completed, complete the assignment of the related Mortgage in the manner
specified in clause (iii) above.

         In connection with the assignment of any Mortgage Loan registered on
the MERS(R) System, the Seller further agrees that it will cause, at the
Seller's own expense, within 30 days after the Closing Date, the MERS(R) System
to indicate that such Mortgage Loans have been assigned by the Seller to the
Depositor and by the Depositor to the Trustee in accordance with this Agreement
for the benefit of the Certificateholders by including (or deleting, in the case
of Mortgage Loans which are repurchased in accordance with this Agreement) in
such computer files (a) the code in the field which identifies the specific
Trustee and (b) the code in the field "Pool Field" which identifies the series
of the Certificates issued in connection with such Mortgage Loans. The Seller
further agrees that it will not, and will not permit the Master Servicer to, and
the Master Servicer agrees that it will not, alter the codes referenced in this
paragraph with respect to any Mortgage Loan during the term of this Agreement
unless and until such Mortgage Loan is repurchased in accordance with the terms
of this Agreement or the Mortgage Loan Purchase Agreement.



                                       84
<PAGE>


         Section 2.02 ACCEPTANCE OF THE MORTGAGE LOANS.

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



                                       85
<PAGE>


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

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



                                       86
<PAGE>


defect in a constituent document exists shall be the sole remedies respecting
such defect available to the Certificateholders or to the Trustee on their
behalf.

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

         Section 2.03 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE MASTER
SERVICER AND THE SELLER.

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

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

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

                  (iii) The execution and delivery of this Agreement, the
         servicing of the Mortgage Loans by it under this Agreement, the
         consummation of any other of the transactions contemplated by this
         Agreement, and the fulfillment of or compliance with the terms hereof
         and thereof are in its ordinary course of business and will not (A)
         result in a breach of any term or provision of its charter or by-laws
         or (B) conflict with, result in a breach, violation or acceleration of,
         or result in a default under, the terms of any other material agreement
         or instrument to which it is a party or by which it may be bound, or
         (C) constitute a violation of any statute, order or regulation
         applicable to it of any court,



                                       87
<PAGE>


         regulatory body, administrative agency or governmental body having
         jurisdiction over it; and it is not in breach or violation of any
         material indenture or other material agreement or instrument, or in
         violation of any statute, order or regulation of any court, regulatory
         body, administrative agency or governmental body having jurisdiction
         over it which breach or violation may materially impair its ability to
         perform or meet any of its obligations under this Agreement.

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

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

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

                  (vii) The Master Servicer will transmit full-file credit
         reporting data for each Group II Loan and Group III Loan pursuant to
         the Fannie Mae Selling Guide and that for each Mortgage Loan, the
         Master Servicer agrees it shall report one of the following statuses
         each month as follows: new origination, current, delinquent (30-, 60-,
         90-days, etc.) or foreclosed.

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

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

                  (ii) The Seller has the full corporate power and authority to
         sell each Mortgage Loan, and to execute, deliver and perform, and to
         enter into and consummate the transactions contemplated by this
         Agreement and has duly authorized by all necessary corporate action on
         the part of the Seller the execution, delivery and performance of this
         Agreement, assuming the due authorization, execution and delivery
         hereof by the other



                                       88
<PAGE>


         parties hereto or thereto, as applicable, constitutes a legal, valid
         and binding obligation of the Seller, enforceable against the Seller in
         accordance with its terms, except that (a) the enforceability hereof
         may be limited by bankruptcy, insolvency, moratorium, receivership and
         other similar laws relating to creditors' rights generally and (b) the
         remedy of specific performance and injunctive and other forms of
         equitable relief may be subject to equitable defenses and to the
         discretion of the court before which any proceeding therefor may be
         brought.

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

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

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

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

                  (vii) With respect to each Mortgage Loan as of the Closing
         Date (or such other date as may be specified in Section 7 of the
         Mortgage Loan Purchase Agreement), the Seller hereby remakes and
         restates each of the representations and warranties set forth in
         Section 7 of the Mortgage Loan Purchase Agreement to the Depositor and
         the Trustee to the same extent as if fully set forth herein.



                                       89
<PAGE>


         (c) Upon discovery by any of the parties hereto of a breach of a
representation or warranty set forth in the Mortgage Loan Purchase Agreement
with respect to the Mortgage Loans that materially and adversely affects the
interests of the Certificateholders in any Mortgage Loan, the party discovering
such breach shall give prompt written notice thereof to the other parties. Any
breach of a representation or warranty contained in clauses (gg), (hh) and (tt)
through (ww) of Section 7 of the Mortgage Loan Purchase Agreement in respect of
a Group III Loan, shall be deemed to materially adversely affect the interests
of the related Certificateholders. The Seller hereby covenants, or Encore Credit
Corp. or People's Choice will (pursuant to the Mortgage Loan Purchase
Agreement), as applicable, with respect to the representations and warranties
set forth in the Mortgage Loan Purchase Agreement with respect to the Mortgage
Loans, that within 90 days of the discovery of a breach of any representation or
warranty set forth therein that materially and adversely affects the interests
of the Certificateholders in any Mortgage Loan, it shall cure such breach in all
material respects and, if such breach is not so cured, (i) if such 90 day period
expires prior to the second anniversary of the Closing Date, remove such
Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and substitute in
its place a Replacement Mortgage Loan, in the manner and subject to the
conditions set forth in this Section; or (ii) repurchase the affected Mortgage
Loan or Mortgage Loans from the Trustee at the Purchase Price in the manner set
forth below; provided that any such substitution pursuant to (i) above or
repurchase pursuant to (ii) above shall not be effected prior to the delivery to
the Trustee of an Opinion of Counsel if required by Section 2.05 hereof and any
such substitution pursuant to (i) above shall not be effected prior to the
additional delivery to the Trustee of a Request for Release. The Trustee shall
give prompt written notice to the parties hereto of the Seller's, Encore Credit
Corp.'s or People's Choice's, as applicable, failure to cure such breach as set
forth in the preceding sentence. The Seller, Encore Credit Corp. or People's
Choice (pursuant to the Mortgage Loan Purchase Agreement), as applicable, shall
promptly reimburse the Master Servicer and the Trustee for any expenses
reasonably incurred by the Master Servicer or the Trustee in respect of
enforcing the remedies for such breach. To enable the Master Servicer to amend
the Mortgage Loan Schedule, the Seller, Encore Credit Corp. or People's Choice
(pursuant to the Mortgage Loan Purchase Agreement), as applicable, shall, unless
it cures such breach in a timely fashion pursuant to this Section 2.03, promptly
notify the Master Servicer whether it intends either to repurchase, or to
substitute for, the Mortgage Loan affected by such breach. With respect to the
representations and warranties with respect to the Mortgage Loans that are made
to the best of the Seller's knowledge, if it is discovered by any of the
Depositor, the Master Servicer, the Seller, the Trustee or the Custodian that
the substance of such representation and warranty is inaccurate and such
inaccuracy materially and adversely affects the value of the related Mortgage
Loan, notwithstanding the Seller's lack of knowledge with respect to the
substance of such representation or warranty, the Seller shall nevertheless be
required to cure, substitute for or repurchase the affected Mortgage Loan in
accordance with the foregoing.

         With respect to any Replacement Mortgage Loan or Loans, the Seller,
Encore Credit Corp. or People's Choice (pursuant to the Mortgage Loan Purchase
Agreement) shall deliver to the Trustee or the Custodian on its behalf for the
benefit of the Certificateholders such documents and agreements as are required
by Section 2.01. No substitution will be made in any calendar month after the
Determination Date for such month. Scheduled Payments due with respect to
Replacement Mortgage Loans in the Due Period related to the Distribution Date on
which such proceeds are to be distributed shall not be part of the Trust Fund
and will be retained



                                       90
<PAGE>


by the Seller, Encore Credit Corp. or People's Choice, as applicable. For the
month of substitution, distributions to Certificateholders will include the
Scheduled Payment due on any Deleted Mortgage Loan for the related Due Period
and thereafter the Seller, Encore Credit Corp. or People's Choice shall be
entitled to retain all amounts received in respect of such Deleted Mortgage
Loan. The Master Servicer shall amend the Mortgage Loan Schedule for the benefit
of the Certificateholders to reflect the removal of such Deleted Mortgage Loan
and the substitution of the Replacement Mortgage Loan or Loans and the Master
Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee and the
Custodian. Upon such substitution, the Replacement Mortgage Loan or Loans shall
be subject to the terms of this Agreement in all respects, and the Seller,
Encore Credit Corp. or People's Choice, as applicable shall be deemed to have
made with respect to such Replacement Mortgage Loan or Loans, as of the date of
substitution, the representations and warranties set forth in Section 7 or
Section 8 of the Mortgage Loan Purchase Agreement with respect to such Mortgage
Loan. Upon any such substitution and the deposit into the Protected Account of
the amount required to be deposited therein in connection with such substitution
as described in the following paragraph and receipt by the Trustee of a Request
for Release for such Mortgage Loan, the Trustee or the Custodian shall release
to the Seller, Encore Credit Corp. or People's Choice, as applicable, the
Mortgage File relating to such Deleted Mortgage Loan and held for the benefit of
the Certificateholders and the Trustee shall execute and deliver at the
Seller's, Encore Credit Corp.'s or People's Choice's direction such instruments
of transfer or assignment as have been prepared by the Seller, Encore Credit
Corp. or People's Choice, in each case without recourse, representation or
warranty as shall be necessary to vest in the Seller, Encore Credit Corp. or
People's Choice, as applicable, or its respective designee, title to the
Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this
Section 2.03.

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

         In the event that the Seller, Encore Credit Corp. or People's Choice
shall have repurchased a Mortgage Loan, the Purchase Price therefor shall be
deposited into the Protected Account, on the Determination Date for the
Distribution Date in the month following the month during which the Seller
became obligated to repurchase or replace such Mortgage Loan and upon such
deposit of the Purchase Price, the delivery of an Opinion of Counsel if required
by Section 2.05 and the receipt of a Request for Release, the Trustee or the
Custodian shall release the related Mortgage File held for the benefit of the
Certificateholders to the Seller, Encore Credit Corp. or People's Choice, and
the Trustee shall execute and deliver at such Person's direction the related
instruments of transfer or assignment prepared by the Seller, Encore Credit
Corp. or People's Choice, in each case without recourse, as shall be necessary
to transfer title from the



                                       91
<PAGE>


Trustee for the benefit of the Certificateholders and transfer the Trustee's
interest to the Seller, Encore Credit Corp. or People's Choice to any Mortgage
Loan purchased pursuant to this Section 2.03. It is understood and agreed that
the obligation under this Agreement of the Seller, Encore Credit Corp. or
People's Choice to cure, repurchase or replace any Mortgage Loan as to which a
breach has occurred and is continuing shall constitute the sole remedies against
the Seller, Encore Credit Corp. and People's Choice respecting such breach
available to the Certificateholders, the Depositor or the Trustee.

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

         Section 2.04 REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR.

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

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

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

                  (iii) The execution and delivery of this Agreement by the
         Depositor, the consummation of the transactions contemplated by this
         Agreement, and the fulfillment of or compliance with the terms hereof
         and thereof are in the ordinary course of business of the Depositor and
         will not (A) result in a material breach of any term or provision of
         the certificate of formation or limited liability company agreement of
         the Depositor or (B) conflict with, result in a breach, violation or
         acceleration of, or result in a default under, the terms of any other
         material agreement or instrument to which the Depositor is a party or
         by which it may be bound or (C) constitute a violation of any statute,
         order or regulation applicable to the Depositor of any court,
         regulatory body, administrative agency or governmental body having
         jurisdiction over the Depositor; and the Depositor is not in breach or
         violation of any material indenture or other material agreement or
         instrument, or in violation of any statute, order or regulation of any
         court, regulatory body, administrative agency or governmental body
         having jurisdiction over it which



                                       92
<PAGE>


         breach or violation may materially impair the Depositor's ability to
         perform or meet any of its obligations under this Agreement.

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

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

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

         It is understood and agreed that the representations and warranties set
forth in this Section 2.04 shall survive delivery of the Mortgage Files to the
Trustee or the Custodian for the benefit of the Certificateholders. Upon
discovery by the Depositor or the Trustee of a breach of such representations
and warranties, the party discovering such breach shall give prompt written
notice to the others and to each Rating Agency.

         Section 2.05 DELIVERY OF OPINION OF COUNSEL IN CONNECTION WITH
SUBSTITUTIONS AND REPURCHASES.

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

         (b) Upon discovery by the Depositor, the Seller or the Master Servicer
that any Mortgage Loan does not constitute a "qualified mortgage" within the
meaning of section



                                       93
<PAGE>


860G(a)(3) of the Code, the party discovering such fact shall promptly
(and in any event within 5 Business Days of discovery) give written notice
thereof to the other parties and the Trustee. In connection therewith, the
Trustee shall require the Seller, Encore Credit Corp. or People's Choice, as
applicable, at the Seller's option, to either (i) substitute, if the conditions
in Section 2.03 with respect to substitutions are satisfied, a Replacement
Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected
Mortgage Loan within 90 days of such discovery in the same manner as it would a
Mortgage Loan for a breach of representation or warranty in accordance with
Section 2.03. The Trustee shall reconvey to the Seller, Encore Credit Corp. or
People's Choice the Mortgage Loan to be released pursuant hereto (and the
Custodian shall deliver the related Mortgage File) in the same manner, and on
the same terms and conditions, as it would a Mortgage Loan repurchased for
breach of a representation or warranty in accordance with Section 2.03.

         Section 2.06 COUNTERSIGNATURE AND DELIVERY OF CERTIFICATES.

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

         (b) The Depositor concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey in trust to the
Trustee without recourse all the right, title and interest of the Depositor in
and to the REMIC I Regular Interests, and the other assets of REMIC II for the
benefit of the Holders of the REMIC II Regular Interests and the Class R-2
Certificates. The Trustee acknowledges receipt of the REMIC I Regular Interests
(which are uncertificated) and the other assets of REMIC II and declares that it
holds and will hold the same in trust for the exclusive use and benefit of the
Holders of the REMIC II Regular Interests and the Class R-2 Certificates.

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

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



                                       94
<PAGE>


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

         (f) The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey in trust to the
Trustee without recourse all the right, title and interest of the Depositor in
and to the Class IO Interest for the benefit of the Holders of the REMIC VI
Interests. The Trustee acknowledges receipt of the Class IO Interest (which is
uncertificated) and declares that it holds and will hold the same in trust for
the exclusive use and benefit of the Holders of the REMIC VI Interests.



                                       95
<PAGE>


                                  ARTICLE III

               ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS

         Section 3.01 THE MASTER SERVICER TO ACT AS MASTER SERVICER.

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

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

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



                                       96
<PAGE>


         Section 3.02 DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS.

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

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



                                       97
<PAGE>


the original of such substitution or assumption agreement, which in the case of
the original shall be added to the related Mortgage File and shall, for all
purposes, be considered a part of such Mortgage File to the same extent as all
other documents and instruments constituting a part thereof. Any fee collected
by the Master Servicer for entering into an assumption or substitution of
liability agreement will be retained by the Master Servicer as additional
servicing compensation.

         Section 3.03 SUBSERVICERS.

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

         At the cost and expense of the Master Servicer, without any right of
reimbursement from its Protected Account, the Master Servicer shall be entitled
to terminate the rights and responsibilities of a subservicer and arrange for
any servicing responsibilities to be performed by a successor subservicer;
provided, however, that nothing contained herein shall be deemed to prevent or
prohibit the Master Servicer, at the Master Servicer's option, from electing to
service the related Mortgage Loans itself. In the event that the Master
Servicer's responsibilities and duties under this Agreement are terminated
pursuant to Section 8.03, the Master Servicer shall at its own cost and expense
terminate the rights and responsibilities of each subservicer effective as of
the date of termination of the Master Servicer. The Master Servicer shall pay
all fees, expenses or penalties necessary in order to terminate the rights and
responsibilities of each subservicer from the Master Servicer's own funds
without reimbursement from the Trust Fund.

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

         Any subservicing agreement and any other transactions or services
relating to the Mortgage Loans involving a subservicer shall be deemed to be
between such subservicer and the Master Servicer alone, and the Trustee shall
not have any obligations, duties or liabilities with respect to such subservicer
including any obligation, duty or liability of the Trustee to pay such
subservicer's fees and expenses. Each subservicing agreement shall provide that
such agreement may be assumed or terminated without cause or penalty by the
Trustee or other Successor Master Servicer in the event the Master Servicer is
terminated in accordance with this Agreement. For purposes of remittances to the
Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have
received a payment on a Mortgage Loan when a subservicer has received such
payment.



                                       98
<PAGE>


         Section 3.04 DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF THE MASTER
SERVICER TO BE HELD FOR TRUSTEE.

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

         Section 3.05 MAINTENANCE OF HAZARD INSURANCE.

         The Master Servicer shall cause to be maintained, for each Mortgage
Loan, hazard insurance on buildings upon, or comprising part of, the Mortgaged
Property against loss by fire, hazards of extended coverage and such other
hazards as are customary in the area where the related Mortgaged Property is
located with an insurer which is licensed to do business in the state where the
related Mortgaged Property is located. Each such policy of standard hazard
insurance shall contain, or have an accompanying endorsement that contains, a
standard mortgagee clause. The Master Servicer shall also cause flood insurance
to be maintained on property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, to the extent described below. Pursuant to
Section 4.01, any amounts collected by the Master Servicer under any such
policies (other than the amounts to be applied to the restoration or repair of
the related Mortgaged Property or property thus acquired or amounts released to
the Mortgagor in accordance with the Master Servicer's normal servicing
procedures) shall be deposited in the Protected Account. Any cost incurred by
the Master Servicer in maintaining any such insurance shall not, for the purpose
of calculating monthly distributions to the Certificateholders or remittances to
the Trustee for their benefit, be added to the principal balance of the Mortgage
Loan, notwithstanding that the terms of the Mortgage Loan so permit. Such costs
shall be recoverable by the Master Servicer out of late payments by the related
Mortgagor or out of Liquidation Proceeds to the extent permitted by Section
4.02. It is understood and agreed that no earthquake or other additional
insurance is to be required of any Mortgagor or maintained on property acquired
in respect of a Mortgage other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such
additional insurance. If the Mortgaged Property is located at the



                                       99
<PAGE>


time of origination of the Mortgage Loan in a federally designated special flood
hazard area and such area is participating in the national flood insurance
program, the Master Servicer shall cause flood insurance to be maintained with
respect to such Mortgage Loan. Such flood insurance shall be in an amount equal
to the least of (i) the Stated Principal Balance of the related Mortgage Loan,
(ii) minimum amount required to compensate for damage or loss on a replacement
cost basis or (iii) the maximum amount of such insurance available for the
related Mortgaged Property under the Flood Disaster Protection Act of 1973, as
amended.

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

         Section 3.06 PRESENTMENT OF CLAIMS AND COLLECTION OF PROCEEDS.

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

         Section 3.07 MAINTENANCE OF THE PRIMARY MORTGAGE INSURANCE POLICIES.

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

         (b) The Master Servicer agrees to present on behalf of the Trustee, the
Certificateholders claims to the insurer under any Primary Mortgage Insurance
Policies and, in



                                      100
<PAGE>


this regard, to take such reasonable action as shall be necessary to permit
recovery under any Primary Mortgage Insurance Policies respecting defaulted
Mortgage Loans. Pursuant to Section 4.01, any amounts collected by the Master
Servicer under any Primary Mortgage Insurance Policies shall be deposited in the
Protected Account, subject to withdrawal pursuant to Section 4.02 hereof.

         Section 3.08 FIDELITY BOND, ERRORS AND OMISSIONS INSURANCE.

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

         Section 3.09 REALIZATION UPON DEFAULTED MORTGAGE LOANS; DETERMINATION
OF EXCESS LIQUIDATION PROCEEDS AND REALIZED LOSSES; REPURCHASES OF CERTAIN
MORTGAGE LOANS.

         (a) The Master Servicer shall use reasonable efforts to foreclose upon
or otherwise comparably convert the ownership of properties securing such of the
Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments. In
connection with such foreclosure or other conversion, the Master Servicer shall
follow such practices and procedures as it shall deem necessary or advisable and
as shall be normal and usual in its general mortgage servicing activities and
the requirements of the insurer under any Required Insurance Policy; provided
that the Master Servicer shall not be required to expend its own funds in
connection with any foreclosure or towards the restoration of any property
unless it shall determine (i) that such restoration and/or foreclosure will
increase the proceeds of liquidation of the Mortgage Loan after reimbursement to
itself of such expenses and (ii) that such expenses will be recoverable to it
through Insurance Proceeds, Liquidation Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Protected Account pursuant to
Section 4.02). If the Master Servicer



                                      101
<PAGE>


reasonably believes that Liquidation Proceeds with respect to any such Mortgage
Loan would not be increased as a result of such foreclosure or other action,
such Mortgage Loan will be charged-off and will become a Liquidated Loan. The
Master Servicer will give notice of any such charge-off to the Trustee. The
Master Servicer shall be responsible for all other costs and expenses incurred
by it in any such proceedings; provided that such costs and expenses shall be
Servicing Advances and that it shall be entitled to reimbursement thereof from
the proceeds of liquidation of the related Mortgaged Property, as contemplated
in Section 4.02. If the Master Servicer has knowledge that a Mortgaged Property
that the Master Servicer is contemplating acquiring in foreclosure or by deed-
in-lieu of foreclosure is located within a one-mile radius of any site with
environmental or hazardous waste risks known to the Master Servicer, the Master
Servicer will, prior to acquiring the Mortgaged Property, consider such risks
and only take action in accordance with its established environmental review
procedures.

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

         In the event that the Trust Fund acquires any Mortgaged Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Master Servicer shall dispose of such Mortgaged Property
prior to three years after its acquisition by the Trust Fund or, at the expense
of the Trust Fund, request more than 60 days prior to the day on which such
three-year period would otherwise expire, an extension of the three-year grace
period unless the Trustee shall have been supplied with an Opinion of Counsel
addressed to the Trustee (such opinion not to be an expense of the Trustee) to
the effect that the holding by the Trust Fund of such Mortgaged Property
subsequent to such three-year period will not result in the imposition of taxes
on "prohibited transactions" of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V
or REMIC VI as defined in section 860F of the Code or cause any of REMIC I,
REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI to fail to qualify as a REMIC
at any time that any Certificates are outstanding, in which case the Trust Fund
may continue to hold such



                                      102
<PAGE>


Mortgaged Property (subject to any conditions contained in such Opinion of
Counsel). Notwithstanding any other provision of this Agreement, no Mortgaged
Property acquired by the Trust Fund shall be rented (or allowed to continue to
be rented) or otherwise used for the production of income by or on behalf of the
Trust Fund in such a manner or pursuant to any terms that would (i) cause such
Mortgaged Property to fail to qualify as "foreclosure property" within the
meaning of section 860G(a)(8) of the Code or (ii) subject any of REMIC I, REMIC
II, REMIC III, REMIC IV, REMIC V or REMIC VI to the imposition of any federal,
state or local income taxes on the income earned from such Mortgaged Property
under section 860G(c) of the Code or otherwise, unless the Master Servicer has
agreed to indemnify and hold harmless the Trust Fund with respect to the
imposition of any such taxes.

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

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

         The proceeds of any Liquidated Loan, as well as any recovery resulting
from a partial collection of Liquidation Proceeds or any income from an REO
Property, will be applied in the following order of priority: first, to
reimburse the Master Servicer for any related unreimbursed Servicing Advances
and Servicing Fees, pursuant to Section 4.02 or this Section 3.09; second, to
reimburse the Master Servicer for any unreimbursed Advances, pursuant to Section
4.02 or this Section 3.09; third, to accrued and unpaid interest (to the extent
no Advance has been made for such amount) on the Mortgage Loan or related REO
Property, at the Net Mortgage Rate to the first day of the month in which such
amounts are required to be distributed; and fourth, as a recovery of principal
of the Mortgage Loan.

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



                                      103
<PAGE>


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

         Section 3.10 SERVICING COMPENSATION.

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

         Additional servicing compensation in the form of any Excess Liquidation
Proceeds, assumption fees, late payment charges, all income and gain net of any
losses realized from Permitted Investments with respect to funds in or credited
to the Protected Account shall be retained by the Master Servicer to the extent
not required to be deposited in the Protected Account pursuant to Section 4.02.
The Master Servicer shall be required to pay all expenses incurred by it in
connection with its servicing activities hereunder (including payment of any
premiums for hazard insurance, as required by Section 3.05 and maintenance of
the other forms of insurance coverage required by Section 3.07) and shall not be
entitled to reimbursement therefor except as specifically provided in Section
4.02.

         Section 3.11 REO PROPERTY.

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

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

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

         Section 3.12 LIQUIDATION REPORTS.

         Upon the foreclosure of any Mortgaged Property or the acquisition
thereof by the Trust Fund pursuant to a deed-in-lieu of foreclosure, the Master
Servicer shall submit a liquidation



                                      104
<PAGE>


report to the Trustee containing such information as shall be mutually
acceptable to the Master Servicer and the Trustee with respect to such Mortgaged
Property.

         Section 3.13 ANNUAL CERTIFICATE AS TO COMPLIANCE.

         (a) The Master Servicer will deliver to the Trustee and the Rating
Agencies not later than March 1, 2006 and not later than March 1 of each year
thereafter, a certificate of a Servicing Officer stating, as to each signatory
thereof, that (i) a review of the activities of the Master Servicer during the
preceding calendar year or portion thereof and of its performance under this
Agreement has been made under such officer's supervision, and (ii) to the best
of such officer's knowledge, based on such review, the Master Servicer has
fulfilled all of its obligations under this Agreement in all material respects
throughout such year or portion thereof, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to such
officer and the nature and status thereof except for such defaults as such
officer in its good faith judgment believe to be immaterial.

         (b) Copies of such statements shall be provided to any
Certificateholder upon request by the Master Servicer or by the Trustee at the
Master Servicer's expense if the Master Servicer failed to provide such copies
(unless (i) the Master Servicer shall have failed to provide the Trustee with
such statement or (ii) the Trustee shall be unaware of the Master Servicer's
failure to provide such statement).

         Section 3.14 ANNUAL INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' SERVICING
REPORT.

         Not later than March 1, 2006 and not later than March 1 of each year
thereafter, the Master Servicer at its expense shall cause a firm of independent
public accountants which is a member of the American Institute of Certified
Public Accountants to furnish a statement to the Trustee and the Rating Agencies
to the effect that, with respect to the preceding calendar year, such firm has
examined certain documents and records relating to the Master Servicer's
servicing of mortgage loans of the same type as the Mortgage Loans pursuant to
servicing agreements substantially similar to this Agreement, which agreements
may include this Agreement, and that, on the basis of such an examination,
conducted substantially in compliance with the Uniform Single Attestation
Program for Mortgage Bankers, such firm is of the opinion that the Master
Servicer's servicing has been conducted in compliance with the agreements
examined pursuant to this Section 3.14, except for (i) such exceptions as such
firm shall believe to be immaterial,(ii) such other exceptions as shall be set
forth in such statement and (iii) such exceptions that the Uniform Single
Attestation Program for Mortgage Bankers requires it to report. Copies of such
statements shall be provided to any Certificateholder upon request by the Master
Servicer or by the Trustee at the Master Servicer's expense if the Master
Servicer failed to provide such copies (unless (i) the Master Servicer shall
have failed to provide the Trustee with such statement or (ii) the Trustee shall
be unaware of the Master Servicer's failure to provide such statement).

         Section 3.15 BOOKS AND RECORDS.

         The Master Servicer shall be responsible for maintaining, and shall
maintain, a complete set of books and records for the Mortgage Loans which shall
be appropriately identified in the



                                      105
<PAGE>


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

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

         Section 3.16 REPORTS FILED WITH SECURITIES AND EXCHANGE COMMISSION.

         (a) The Depositor shall prepare or cause to be prepared the initial
current report on Form 8-K. Within 15 days after each Distribution Date, the
Trustee shall, in accordance with industry standards, file with the Commission
via the Electronic Data Gathering and Retrieval System ("EDGAR"), a Form 8 K
with a copy of the monthly statement to be furnished by the Trustee to the
Certificateholders for such Distribution Date as an exhibit thereto. Prior to
January 30 in each year commencing in 2006, the Trustee shall, in accordance
with industry standards, file a Form 15 Suspension Notice with respect to the
Trust Fund, if applicable. Prior to (i) March 15, 2006 and (ii) unless and until
a Form 15 Suspension Notice shall have been filed, prior to March 15 of each
year thereafter, the Master Servicer shall provide the Trustee with a Master
Servicer Certification, together with a copy of the annual independent
accountant's servicing report and annual statement of compliance to be delivered
by the Master Servicer pursuant to Sections 3.13 and 3.14. Prior to (i) March
31, 2006 and (ii) unless and until a Form 15 Suspension Notice shall have been
filed, March 31 of each year thereafter, the Trustee shall, subject to
subsection (d) below, file a Form 10-K, in substance conforming to industry
standards, with respect to the Trust Fund. Such Form 10-K shall include the
Master Servicer Certification and other documentation provided by the Master
Servicer pursuant to the second preceding sentence and the Form 10-K
certification signed by the Depositor. The Depositor hereby grants to the
Trustee a limited power of attorney to execute and file each such document on
behalf of the Depositor. Such power of attorney shall continue until either the
earlier of (i) receipt by the Trustee from the Depositor of written termination
of such power of attorney and (ii) the termination of the Trust Fund. The
Depositor agrees to promptly furnish to the Trustee, from time to time upon
request, such further information, reports and financial statements within its
control related to this Agreement, the Mortgage Loans as the Trustee reasonably
deems appropriate to prepare and file all necessary reports with the Commission.
The Trustee shall have no responsibility to file any items other than those
specified in this Section 3.16; provided, however, the Trustee will cooperate
with the Depositor in connection with any additional filings with respect to the
Trust Fund as the Depositor deems necessary under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Copies of all reports filed by the
Trustee under the Exchange Act shall be sent to: the Depositor c/o Bear, Stearns
& Co. Inc., Attn: Managing Director-Analysis and Control, One Metrotech Center
North, Brooklyn, New York 11202 3859.



                                      106
<PAGE>


Fees and expenses incurred by the Trustee in connection with this Section 3.16
shall not be reimbursable from the Trust Fund.

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

         (c) The Trustee shall indemnify and hold harmless the Depositor and its
officers, directors and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses arising out of or based upon a
breach of the Trustee's obligations under this Section 3.16 or the Trustee's
negligence, bad faith or willful misconduct in connection therewith.

         The Depositor shall indemnify and hold harmless the Trustee and its
officers, directors and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses arising out of or based upon a
breach of the obligations of the Depositor under this Section 3.16 or the
Depositor's negligence, bad faith or willful misconduct in connection therewith.

         The Master Servicer shall indemnify and hold harmless the Trustee and
the Depositor and their respective officers, directors and affiliates from and
against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon a breach of the obligations of the Master Servicer
under this Section 3.16 or the Master Servicer's negligence, bad faith or
willful misconduct in connection therewith.

         If the indemnification provided for herein is unavailable or
insufficient to hold harmless the Depositor or the Trustee, as applicable, then
the defaulting party, in connection with a breach of its respective obligations
under this Section 3.16 or its respective negligence, bad faith or willful
misconduct in connection therewith, agrees that it shall contribute to the
amount paid or payable by the other parties as a result of the losses, claims,
damages or liabilities of the other party in such proportion as is appropriate
to reflect the relative fault and the relative benefit of the Depositor on the
one hand and the Trustee on the other.

         (d) Nothing shall be construed from the foregoing subsections (a), (b)
and (c) to require the Trustee or any officer, director or Affiliate thereof to
sign any Form 10 K or any certification contained therein. Furthermore, the
inability of the Trustee to file a Form 10 K as a result of the lack of required
information as set forth in Section 3.16(a) or required signatures on such Form
10 K or any certification contained therein shall not be regarded as a breach by
the Trustee of any obligation under this Agreement.

         (e) Notwithstanding the provisions of Section 11.01, this Section 3.16
may be amended without the consent of the Certificateholders.



                                      107
<PAGE>


         Section 3.17 UCC.

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

         Section 3.18 OPTIONAL PURCHASE OF CERTAIN MORTGAGE LOANS.

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

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

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

         Section 3.19 OBLIGATIONS OF THE MASTER SERVICER IN RESPECT OF MORTGAGE
RATES AND SCHEDULED PAYMENTS.

     In the event that a shortfall in any collection on or liability with
respect to any Mortgage Loan results from or is attributable to adjustments to
Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made
by the Master Servicer in a manner not consistent with the terms of the related
Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt
of notice thereof, immediately shall deliver to the Trustee for deposit in the
Distribution Account from its own funds the amount of any such shortfall and
shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and
any successor Master Servicer in respect of any such liability. Such indemnities
shall survive the termination or discharge of



                                      108
<PAGE>


this Agreement. Notwithstanding the foregoing, this Section 3.19 shall not limit
the ability of the Master Servicer to seek recovery of any such amounts from the
related Mortgagor under the terms of the related Mortgage Note and Mortgage, to
the extent permitted by applicable law.

         Section 3.20 RESERVE FUND; PAYMENTS TO AND FROM SWAP ADMINISTRATOR.

         (a) On or before the Closing Date, the Trustee shall establish a
Reserve Fund on behalf of the Holders of the Certificates. On the Closing Date,
the Depositor shall cause an amount equal to $5,000 to be deposited into the
Reserve Fund. The Reserve Fund must be an Eligible Account. The Reserve Fund
shall be entitled "Reserve Fund, LaSalle Bank National Association as Trustee
for the benefit of holders of Bear Stearns Asset Backed Securities I LLC,
Asset-Backed Certificates, Series 2005-HE3". The Trustee shall deposit in the
Reserve Fund all payments received from the Swap Administrator that are payable
to the Trust Fund pursuant to the Swap Administration Agreement. On each
Distribution Date the Trustee shall remit such amounts received from the Swap
Administrator to the Holders of the Class A Certificates, Class M Certificates
and Class CE Certificates in the manner provided in clause (b) below. In
addition, on each Distribution Date as to which there is a Basis Risk Shortfall
Carry Forward Amount payable to any Class of Class A Certificates and/or Class M
Certificates, the Trustee shall deposit the amounts distributable pursuant to
clauses (C) and (D) of Section 5.04(a)(4) into the Reserve Fund, and the Trustee
has been directed by the Class CE Certificateholder to distribute such amounts
to the Holders of the Class A and/or Class M Certificates in the amounts and
priorities set forth in clauses (C) and (D) of Section 5.04(a)(4). Any amount
paid to the Holders of Class A Certificates and/or Class M Certificates pursuant
to the preceding sentence in respect of Basis Risk Shortfall Carry Forward
Amount shall be treated as distributed to the Class CE Certificateholder in
respect of the Class CE Certificates and paid by the Class CE Certificateholder
to the Holders of the Class A Certificates and/or Class M Certificates. Any
payments to the Holders of the Class A Certificates and/or Class M Certificates
in respect of Basis Risk Shortfall Carry Forward Amount, whether pursuant to the
second preceding sentence or pursuant to subsection (b) below, shall not be
payments with respect to a Regular Interest in a REMIC within the meaning of
Code Section 860(G)(a)(1).

         (b) Net Swap Payments and Swap Termination Payments (other than Swap
Termination Payments resulting from a Swap Provider Trigger Event) payable by
the Swap Administrator to the Swap Provider pursuant to the Swap Agreement shall
be deducted from Interest Funds, and to the extent of any such remaining amounts
due, from Principal Funds, prior to any distributions to the Certificateholders.
On each Distribution Date, such amounts will be remitted to the Swap
Administrator, first to make any Net Swap Payment owed to the Swap Provider
pursuant to the Swap Agreement for such Distribution Date, and second to make
any Swap Termination Payment (not due to a Swap Provider Trigger Event) owed to
the Swap Provider pursuant to the Swap Agreement for such Distribution Date. For
federal income tax purposes, such amounts paid to the Swap Administrator on each
Distribution Date shall first be deemed paid to the Swap Administrator in
respect of REMIC VI Regular Interest IO to the extent of the amount
distributable on such REMIC VI Regular Interest IO on such Distribution Date,
and any remaining amount shall be deemed paid to the Swap Administrator in
respect of a Class IO Distribution Amount. Any Swap Termination Payment
triggered by a Swap Provider Trigger Event owed to the Swap Provider pursuant to
the Swap Agreement will be subordinated to



                                      109
<PAGE>


distributions to the Holders of the Offered Certificates and shall be paid as
set forth under Section 5.04(a)(4).

         (c) Net Swap Payments payable by the Swap Provider to the Swap
Administrator pursuant to the Swap Agreement will be deposited by the Swap
Administrator into the Swap Account pursuant to the Swap Administration
Agreement. The Swap Administrator shall, to the extent provided in the Swap
Administration Agreement, remit amounts on deposit in the Swap Account to the
Trustee for deposit into the Reserve Fund. On each Distribution Date, to the
extent required, the Trustee shall withdraw such amounts from the Reserve Fund
to distribute to the Certificates in the following order of priority:

                  (i) FIRST, to each Class of Class A Certificates, on a PRO
         RATA basis, to pay Current Interest and any Interest Carry Forward
         Amount, on a PRO RATA basis, in each case to the extent not fully paid
         pursuant to Section 5.04(a)(1) to the extent due to the interest
         portion of a Realized Loss;

                  (ii) SECOND, sequentially to the Class M-1, Class M-2, Class
         M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8
         Certificates, in that order, to pay Current Interest any Interest Carry
         Forward Amount, in each case to the extent not fully paid pursuant to
         Section 5.04(a)(1) to the extent due to the interest portion of a
         Realized Loss;

                  (iii) THIRD, to pay first, to the Class A Certificates, on a
         PRO RATA basis, based on the amount of Basis Risk Shortfall Carry
         Forward Amount for each such class, and second, sequentially to the
         Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
         M-7 and Class M-8 Certificates, in that order, any Basis Risk Shortfall
         Carry Forward Amounts for such Distribution Date; and

                  (iv) FOURTH, to pay as principal to the Class A Certificates
         and Class M Certificates as part of the Extra Principal Distribution
         Amount payable under Section 5.04(a)(2) until the Overcollateralization
         Target Amount has been reached, to the extent not paid from Excess
         Cashflow pursuant to Section 5.04(a)(2) for such Distribution Date. For
         the avoidance of doubt, any amounts distributable pursuant to this
         clause fourth shall be limited to rebuilding overcollateralization to
         the extent overcollateralization has been reduced through Realized
         Losses.

         Any amounts payable to the Trust Fund under the Swap Agreement as
described in clauses (i), (ii) and (iv) above shall not exceed an amount equal
to $69,930,000 in the aggregate.

         (d) The Reserve Fund is an "outside reserve fund" within the meaning of
Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund
but not an asset of any REMIC. The Trustee on behalf of the Trust shall be the
nominal owner of the Reserve Fund. The Class CE Certificateholder shall be the
beneficial owner of the Reserve Fund, subject to the power of the Trustee to
transfer amounts under Section 5.04. Amounts in the Reserve Fund shall, at the
direction of the Class CE Certificateholder, be invested in Permitted
Investments that mature no later than the Business Day prior to the next
succeeding Distribution Date. All net income and gain from such investments
shall be distributed to the Class CE Certificateholder,



                                      110
<PAGE>


not as a distribution in respect of any interest in any REMIC, on such
Distribution Date. All amounts earned on amounts on deposit in the Reserve Fund
shall be taxable to the Class CE Certificateholder. Any losses on such
investments shall be deposited in the Reserve Fund by the Class CE
Certificateholder out of its own funds immediately as realized. The Swap
Account, which is created and maintained by the Swap Administrator pursuant to
the Swap Administration Agreement, is an "outside reserve fund" within the
meaning of Treasury Regulation Section 1.860G-2(h) and shall not be an asset of
any REMIC created hereunder. The beneficial owner of the Swap Account is
identified, and other matters relating to the Swap Account are addressed, in the
Swap Administration Agreement.

         (e) The Trustee shall treat the Holders of Certificates (other than the
Class P, Class CE and Class R Certificates) as having entered into a notional
principal contract with respect to the Holders of the Class CE Certificates.
Pursuant to each such notional principal contract, all Holders of Certificates
(other than the Class P, Class CE and Class R Certificates) shall be treated as
having agreed to pay, on each Distribution Date, to the Holder of the Class CE
Certificates an aggregate amount equal to the excess, if any, of (i) the amount
payable on such Distribution Date on the REMIC III Regular Interest
corresponding to such Class of Certificates over (ii) the amount payable on such
Class of Certificates on such Distribution Date (such excess, a "Class IO
Distribution Amount"). A Class IO Distribution Amount payable from interest
collections shall be allocated PRO RATA among such Certificates based on the
amount of interest otherwise payable to such Certificates, and a Class IO
Distribution Amount payable from principal collections shall be allocated to the
most subordinate Class of Certificates with an outstanding principal balance to
the extent of such balance. In addition, pursuant to such notional principal
contract, the Holder of the Class CE Certificates shall be treated as having
agreed to pay Basis Risk Shortfall Carry Forward Amounts to the Holders of the
Certificates (other than the Class CE, Class P and Class R Certificates) in
accordance with the terms of this Agreement. Any payments to the Certificates
from amounts deemed received in respect of this notional principal contract
shall not be payments with respect to a Regular Interest in a REMIC within the
meaning of Code Section 860G(a)(1). However, any payment from the Certificates
(other than the Class CE, Class P and Class R Certificates) of a Class IO
Distribution Amount shall be treated for tax purposes as having been received by
the Holders of such Certificates in respect of their interests in REMIC III and
as having been paid by such Holders to the Swap Administrator pursuant to the
notional principal contract. Thus, each Certificate (other than the Class P and
Class R Certificates) shall be treated as representing not only ownership of
Regular Interests in REMIC III, but also ownership of an interest in, and
obligations with respect to, a notional principal contract.

         Section 3.21 ADVANCING FACILITY.

         (a) The Master Servicer and/or the Trustee on behalf of the Trust Fund,
in either case, with the consent of the Master Servicer in the case of the
Trustee and, in each case, with notice to the Rating Agencies, is hereby
authorized to enter into a facility (the "Advancing Facility") with any Person
which provides that such Person (an "Advancing Person") may fund Advances and/or
Servicing Advances to the Trust Fund under this Agreement, although no such
facility shall reduce or otherwise affect the Master Servicer's obligation to
fund such Advances and/or Servicing Advances. If the Master Servicer enters into
such an Advancing Facility pursuant to this Section 3.21, upon reasonable
request of the Advancing Person, the Trustee shall execute a



                                      111
<PAGE>


letter of acknowledgment, confirming its receipt of notice of the existence of
such Advancing Facility. To the extent that an Advancing Person funds any
Advance or any Servicing Advance and provides the Trustee with notice
acknowledged by the Servicer that such Advancing Person is entitled to
reimbursement, such Advancing Person shall be entitled to receive reimbursement
pursuant to this Agreement for such amount to the extent provided in Section
3.21(b). Such notice from the Advancing Person must specify the amount of the
reimbursement, the Section of this Agreement that permits the applicable Advance
or Servicing Advance to be reimbursed and the section(s) of the Advancing
Facility that entitle the Advancing Person to request reimbursement from the
Trustee, rather than the Master Servicer, and include the Master Servicer's
acknowledgment thereto or proof of an Event of Default under the Advancing
Facility. The Trustee shall have no duty or liability with respect to any
calculation of any reimbursement to be paid to an Advancing Person and shall be
entitled to rely without independent investigation on the Advancing Person's
notice provided pursuant to this Section 3.21. An Advancing Person whose
obligations hereunder are limited to the funding of Advances and/or Servicing
Advances shall not be required to meet the qualifications of a Master Servicer
or a subservicer pursuant to Section 8.02 hereof and will not be deemed to be a
subservicer under this Agreement.

         (b) If an Advancing Facility is entered into, then the Master Servicer
shall not be permitted to reimburse itself therefor under Section 4.02(a)(ii),
Section 4.02(a)(iii) and Section 4.02(a)(v) prior to the remittance to the Trust
Fund, but instead the Master Servicer shall include such amounts in the
applicable remittance to the Trustee made pursuant to Section 4.02. The Trustee
is hereby authorized to pay to the Advancing Person, reimbursements for Advances
and Servicing Advances from the Distribution Account to the same extent the
Master Servicer would have been permitted to reimburse itself for such Advances
and/or Servicing Advances in accordance with Section 4.02(a)(ii), Section
4.02(a)(iii) or Section 4.02(a)(v), as the case may be, had the Master Servicer
itself funded such Advance or Servicing Advance. The Trustee is hereby
authorized to pay directly to the Advancing Person such portion of the Servicing
Fee as the parties to any advancing facility agree.

         (c) All Advances and Servicing Advances made pursuant to the terms of
this Agreement shall be deemed made and shall be reimbursed on a "first in-first
out" (FIFO) basis.

         (d) Any amendment to this Section 3.21 or to any other provision of
this Agreement that may be necessary or appropriate to effect the terms of an
Advancing Facility as described generally in this Section 3.21, including
amendments to add provisions relating to a successor master servicer, may be
entered into by the Trustee and the Master Servicer without the consent of any
Certificateholder, notwithstanding anything to the contrary in this Agreement.

         Section 3.22 SPECIAL SERVICER.

         On any Distribution Date on which the servicer rating for the Master
Servicer is downgraded by a full rating category from its rating as of the
Closing Date by any of S&P, Moody's and Fitch and a Special Servicer Trigger is
in effect for such Distribution Date, the Majority Class CE Certificateholder
shall have the option to direct the Master Servicer to appoint a special
servicer to service all of the Mortgage Loans that are 90 days or more
Delinquent as of such Distribution Date ("Delinquent Loans"). In addition, on
each of the next three Distribution



                                      112
<PAGE>


Dates and for every Distribution Date occurring in the last month of each Fiscal
Quarter thereafter, if a Special Servicing Trigger is in effect the Majority
Class CE Certificateholder shall have the option to direct the Master Servicer
to transfer any additional Delinquent Loans as of such Distribution Dates to the
special servicer.

         The special servicer appointed at the direction of the Majority Class
CE Certificateholder shall be rated in the two highest special servicer rankings
by Moody's and such special servicer shall be a "Select Special Servicer" as set
forth in S&P's criteria. Such special servicer shall be entitled to any
Servicing Fees (including any related late payment charges) payable to the
Master Servicer with respect to any Delinquent Loan the special servicer is
servicing. In the event that a special servicer is appointed, the Trustee shall
provide prompt written notice to the Rating Agencies of such appointment. The
special servicer shall comply in all respects with, and shall service such
Delinquent Loans in accordance with, this Agreement to the same extent that the
Master Servicer is required to under this Agreement. The special servicer shall
indemnify the Master Servicer for any losses, liabilities or damages incurred by
the Master Servicer as a result of the special servicer's servicing of any
Delinquent Loan and shall reimburse the Master Servicer for any and all
Advances, out of pocket expenses and accrued Servicing Fees made with respect to
such Delinquent Loans transferred to the special servicer.



                                      113
<PAGE>


                                   ARTICLE IV

                                    ACCOUNTS

         Section 4.01 COLLECTION OF MORTGAGE LOAN PAYMENTS; PROTECTED ACCOUNT.

         (a) The Master Servicer shall make reasonable efforts in accordance
with customary and usual standards of practice of prudent mortgage lenders in
the respective states in which the Mortgaged Properties are located to collect
all payments called for under the terms and provisions of the Mortgage Loans to
the extent such procedures shall be consistent with this Agreement and the terms
and provisions of any related Required Insurance Policy. Consistent with the
foregoing, the Master Servicer may in its discretion (i) waive any late payment
charge and (ii) extend the due dates for payments due on a Mortgage Note for a
period not greater than 125 days. In the event of any such arrangement, the
Master Servicer shall make Advances on the related Mortgage Loan during the
scheduled period in accordance with the amortization schedule of such Mortgage
Loan without modification thereof by reason of such arrangements, and shall be
entitled to reimbursement therefor in accordance with Section 5.01. The Master
Servicer shall not be required to institute or join in litigation with respect
to collection of any payment (whether under a Mortgage, Mortgage Note or
otherwise or against any public or governmental authority with respect to a
taking or condemnation) if it reasonably believes that enforcing the provision
of the Mortgage or other instrument pursuant to which such payment is required
is prohibited by applicable law. In addition, if (x) a Mortgage Loan is in
default or default is imminent or (y) the Master Servicer delivers to the
Trustee a certification addressed to the Trustee, based on the advice of counsel
or certified public accountants, in either case, that have a national reputation
with respect to taxation of REMICs, that a modification of such Mortgage Loan
will not result in the imposition of taxes on or disqualify from REMIC status
any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI, the Master
Servicer may, (A) amend the related Mortgage Note to reduce the Mortgage Rate
applicable thereto, provided that such reduced Mortgage Rate shall in no event
be lower than 5.00% with respect to any Mortgage Loan and (B) amend any Mortgage
Note to extend to the maturity thereof.

         The Master Servicer shall not waive (or permit a sub-servicer to waive)
any Prepayment Charge unless: (i) the enforceability thereof shall have been
limited by bankruptcy, insolvency, moratorium, receivership and other similar
laws relating to creditors' rights generally, (ii) the enforcement thereof is
illegal, or any local, state or federal agency has threatened legal action if
the prepayment penalty is enforced, (iii) the collectability thereof shall have
been limited due to acceleration in connection with a foreclosure or other
involuntary payment or (iv) such waiver is standard and customary in servicing
similar Mortgage Loans and relates to a default or a reasonably foreseeable
default and would, in the reasonable judgment of the Master Servicer, maximize
recovery of total proceeds taking into account the value of such Prepayment
Charge and the related Mortgage Loan. If a Prepayment Charge is waived, but does
not meet the standards described above, then the Master Servicer is required to
pay the amount of such waived Prepayment Charge, for the benefit of the Class P
Certificates, by remitting such amount to the Trustee by the Distribution
Account Deposit Date.



                                      114
<PAGE>


         (b) The Master Servicer shall establish and maintain a Protected
Account (which shall at all times be an Eligible Account) with a depository
institution in the name of the Master Servicer for the benefit of the Trustee on
behalf of the Certificateholders and designated "EMC Mortgage Corporation, as
Master Servicer, for the benefit of LaSalle Bank National Association, in trust
for registered holders of Bear Stearns Asset Backed Securities I LLC,
Asset-Backed Certificates Series 2005-HE3". The Master Servicer shall deposit or
cause to be deposited into the Protected Account on a daily basis within one
Business Day of receipt, except as otherwise specifically provided herein, the
following payments and collections remitted by subservicers or received by it in
respect of the Mortgage Loans subsequent to the Cut-off Date (other than in
respect of principal and interest due on the Mortgage Loans on or before the
Cut-off Date) and the following amounts required to be deposited hereunder:

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

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

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

                  (iv) any amount required to be deposited by the Master
         Servicer pursuant to Section 4.01(c) in connection with any losses on
         Permitted Investments;

                  (v) any amounts required to be deposited by the Master
         Servicer pursuant to Section 3.05;

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

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

         The foregoing requirements for remittance by the Master Servicer into
the Protected Account shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, payments in the nature of late
payment charges or assumption fees, if collected, need not be remitted by the
Master Servicer. In the event that the Master Servicer shall remit any amount
not required to be remitted and not otherwise subject to withdrawal pursuant to
Section 4.02, it may at any time withdraw or direct the institution maintaining
the Protected Account, to withdraw such amount from the Protected Account, any
provision herein to the contrary notwithstanding. Such withdrawal or direction
may be accomplished by delivering written notice thereof to the institution
maintaining the Protected Account, that describes the amounts deposited in error
in the Protected Account. The Master Servicer shall maintain adequate records
with respect to all withdrawals made pursuant to this Section. All funds
deposited in the Protected Account shall be held in trust for the
Certificateholders until withdrawn in accordance with Section 4.02.



                                      115
<PAGE>


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

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

         Section 4.02 PERMITTED WITHDRAWALS FROM THE PROTECTED ACCOUNT.

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

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

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

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

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

                  (v) to pay the Master Servicer any unpaid Servicing Fees and
         to reimburse it for any unreimbursed Servicing Advances, provided,
         however, that the Master Servicer's right to reimbursement for
         Servicing Advances pursuant to this subclause (v) with respect to any
         Mortgage Loan shall be limited to amounts received on particular
         Mortgage Loan(s) (including, for this purpose, Liquidation Proceeds,
         Insurance Proceeds,



                                      116
<PAGE>


         Subsequent Recoveries and purchase and repurchase proceeds) that
         represent late recoveries of the payments for which such Servicing
         Advances were made;

                  (vi) to pay to the Seller, the Depositor or itself, Encore
         Credit Corp. or People's Choice, as applicable, with respect to each
         Mortgage Loan or property acquired in respect thereof that has been
         purchased pursuant to Section 2.02, 2.03 or 3.18 of this Agreement, all
         amounts received thereon and not taken into account in determining the
         related Stated Principal Balance of such repurchased Mortgage Loan;

                  (vii) to pay any expenses recoverable by the Master Servicer
         pursuant to Section 7.04 of this Agreement;

                  (viii) to withdraw pursuant to Section 4.01 any amount
         deposited in the Protected Account and not required to be deposited
         therein; and

                  (ix) to clear and terminate the Protected Account upon
         termination of this Agreement pursuant to Section 10.01 hereof.

         In addition, no later than 1:00 p.m. Eastern time on the Distribution
Account Deposit Date, the Master Servicer shall withdraw from the Protected
Account and remit to the Trustee the amount of Interest Funds for each Loan
Group (without taking into account any reduction in the amount of Interest Funds
attributable to the application of clause (c) of the definition thereof
contained in Article I of this Agreement) and Principal Funds for each Loan
Group collected, to the extent on deposit, and the Trustee shall deposit such
amount in the Distribution Account. In addition, on or before the Distribution
Account Deposit Date, the Master Servicer shall remit to the Trustee for deposit
in the Distribution Account any Advances or any payments of Compensating
Interest required to be made by the Master Servicer with respect to the Mortgage
Loans. Furthermore, on each Distribution Account Deposit Date, the Master
Servicer shall remit to the Trustee all Prepayment Charges collected by the
Master Servicer with respect to the Mortgage Loans during the related Prepayment
Period.

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

         Section 4.03 COLLECTION OF TAXES; ASSESSMENTS AND SIMILAR ITEMS; ESCROW
ACCOUNTS.

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



                                      117
<PAGE>

         Withdrawals of amounts so collected from the Escrow Accounts may be
made only to effect timely payment of taxes, assessments, hazard insurance
premiums, condominium or PUD association dues, or comparable items, to reimburse
the Master Servicer out of related collections for any payments made with
respect to each Mortgage Loan pursuant to Section 3.01 (with respect to taxes
and assessments and insurance premiums) and Section 3.05 (with respect to hazard
insurance), to refund to any Mortgagors for any Mortgage Loans any sums as may
be determined to be overages, to pay interest, if required by law or the terms
of the related Mortgage or Mortgage Note, to such Mortgagors on balances in the
Escrow Account or to clear and terminate the Escrow Account at the termination
of this Agreement in accordance with Section 10.01 thereof. The Escrow Account
shall not be a part of the Trust Fund.

         Section 4.04 DISTRIBUTION ACCOUNT.

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

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

         (c) The Distribution Account shall constitute an Eligible Account of
the Trust Fund segregated on the books of the Trustee and held by the Trustee
and the Distribution Account and the funds deposited therein shall not be
subject to, and shall be protected from, all claims, liens, and encumbrances of
any creditors or depositors of the Trustee (whether made directly, or indirectly
through a liquidator or receiver of the Trustee). The amount at any time
credited to the Distribution Account may be invested in the name of the Trustee,
in such Permitted Investments, or deposited in demand deposits with such
depository institutions, as determined by the Trustee. All Permitted Investments
shall mature or be subject to redemption or withdrawal on or before, and shall
be held until, the next succeeding Distribution Date if the obligor for such
Permitted Investment is the Trustee or, if such obligor is any other Person, the
Business Day preceding such Distribution Date. All investment earnings on
amounts on deposit in the Distribution Account or benefit from funds uninvested
therein from time to time shall be for the account of the Trustee. The Trustee
shall be permitted to withdraw or receive distribution of any and all investment
earnings from the Distribution Account on each Distribution Date. If there is
any loss on a Permitted Investment or demand deposit, the Trustee shall deposit
the amount of the loss in the Distribution Account not later than the applicable
Distribution Date on which the moneys so invested are required to be distributed
to the Certificateholders. With respect to the Distribution Account and the
funds deposited therein, the Trustee shall take such action as may be necessary
to ensure that the Certificateholders shall be entitled to the priorities
afforded to such a trust account (in addition to a claim against the estate of
the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable regulations
pursuant thereto, if applicable, or any applicable comparable state statute
applicable to state chartered banking corporations.



                                      118
<PAGE>


         Section 4.05 PERMITTED WITHDRAWALS AND TRANSFERS FROM THE DISTRIBUTION
ACCOUNT.

         (a) The Trustee will make or cause to be made such withdrawals or
transfers from the Distribution Account for the following purposes:

                  (i) to pay to itself the Trustee Fee;

                  (ii) to reimburse the Trustee or the Swap Administrator for
         expenses, costs and liabilities incurred by or reimbursable to it
         pursuant to this Agreement;

                  (iii) to pay investment income to the Trustee;

                  (iv) to remove amounts deposited in error;

                  (v) to make distributions to the Swap Administrator for
         payment to the Swap Provider as provided in this Agreement; and

                  (vi) to clear and terminate the Distribution Account pursuant
         to Section 10.01.

         (b) On each Distribution Date, the Trustee shall distribute Interest
Funds and Principal Funds in the Distribution Account for each Loan Group to the
Holders of the Certificates in accordance with Section 5.04.

         Section 4.06 CLASS P CERTIFICATE ACCOUNT.

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

         (b) On the Closing Date, the Depositor will deposit, or cause to be
deposited in the Class P Certificate Account, an amount equal to $100. All
amounts deposited to the Class P Certificate Account shall be held by the
Trustee in the name of the Trustee in trust for the benefit of the Class P
Certificateholders in accordance with the terms and provisions of this
Agreement. The amount on deposit in the Class P Certificate Account shall be
held uninvested.



                                      119
<PAGE>


                                   ARTICLE V

                           DISTRIBUTIONS AND ADVANCES

         Section 5.01 ADVANCES.

         The Master Servicer shall, or shall cause the related subservicer
pursuant to the Subservicing Agreement to, make an Advance and deposit such
Advance in the Protected Account. Each such Advance shall be remitted to the
Distribution Account no later than 1:00 p.m. Eastern time on the Distribution
Account Deposit Date in immediately available funds. The Master Servicer shall
be obligated to make any such Advance only to the extent that such advance would
not be a Nonrecoverable Advance. If the Master Servicer shall have determined
that it has made a Nonrecoverable Advance or that a proposed Advance or a lesser
portion of such Advance would constitute a Nonrecoverable Advance, the Master
Servicer shall deliver (i) to the Trustee for the benefit of the
Certificateholders funds constituting the remaining portion of such Advance, if
applicable, and (ii) to the Depositor, each Rating Agency and the Trustee an
Officer's Certificate setting forth the basis for such determination. Subject to
the Master Servicer's recoverability determination, in the event that a
subservicer fails to make a required Advance, the Master Servicer shall be
required to remit the amount of such Advance to the Distribution Account.

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

         The Master Servicer shall be entitled to be reimbursed from the
Protected Account for all Advances of its own funds made pursuant to this
Section as provided in Section 4.02. The obligation to make Advances with
respect to any Mortgage Loan shall continue until such Mortgage Loan is paid in
full or the related Mortgaged Property or related REO Property has been
liquidated or until the purchase or repurchase thereof (or substitution
therefor) from the Trust Fund pursuant to any applicable provision of this
Agreement, except as otherwise provided in this Section 5.01.

         Subject to and in accordance with the provisions of Article VIII
hereof, in the event the Master Servicer fails to make such Advance, then the
Trustee, as Successor Master Servicer, shall be obligated to make such Advance,
subject to the provisions of this Section 5.01.

         Section 5.02 COMPENSATING INTEREST PAYMENTS.

         In the event that there is a Prepayment Interest Shortfall arising from
a voluntary Principal Prepayment in part or in full by the Mortgagor with
respect to any Mortgage Loan, the



                                      120
<PAGE>


Master Servicer shall, to the extent of the Servicing Fee for such Distribution
Date, deposit into the Distribution Account, as a reduction of the Servicing Fee
for such Distribution Date, no later than the close of business on the Business
Day immediately preceding such Distribution Date, an amount equal to the
Prepayment Interest Shortfall; and in case of such deposit, the Master Servicer
shall not be entitled to any recovery or reimbursement from the Depositor, the
Trustee, the Seller, the Trust Fund or the Certificateholders.

         Section 5.03 REMIC DISTRIBUTIONS.

         On each Distribution Date the Trustee shall be deemed to have allocated
distributions to the REMIC I Regular Interests, REMIC II Regular Interests,
Class CE Interest, Class P Interest and Class IO Interest in accordance with
Section 5.07 hereof.

         Section 5.04 DISTRIBUTIONS.

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

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

                  (A) From Interest Funds in respect of:

                           (i)      Loan Group I, to the Class I-A-1, Class
                                    I-A-2 and Class I-A-3 Certificates, the
                                    Current Interest and any Interest Carry
                                    Forward Amount for each such Class, on a PRO
                                    RATA basis based on the entitlement of each
                                    such Class; and

                           (ii)     Loan Group II, to the Class II-A-1
                                    Certificates and Class II-A-2 Certificates,
                                    the Current Interest and any Interest Carry
                                    Forward Amount for each such Class, on a PRO
                                    RATA basis based on the entitlement of each
                                    such Class; and

                           (iii)    Loan Group III, to the Class III-A-1
                                    Certificates and Class III-A-2 Certificates,
                                    the Current Interest and any Interest Carry
                                    Forward Amount for each such Class, on a PRO
                                    RATA basis based on the entitlement of each
                                    such Class;

                  (B) From remaining Interest Funds in respect of the
         non-related Loan Groups, to the Class I-A, Class II-A and Class III-A
         Certificates, the remaining Current Interest, if any, and the remaining
         Interest Carry Forward Amount, if any, for such Classes, PRO RATA based
         on the entitlement of each such Class; and

                  (C) From remaining Interest Funds in respect of all Loan
         Groups, sequentially, to the Class M-1, Class M-2, Class M-3, Class
         M-4, Class



                                      121
<PAGE>


         M-5, Class M-6, Class M-7 and Class M-8 Certificates, in that order,
         the Current Interest for each such Class.

         Any Excess Spread to the extent necessary to meet a level of
overcollateralization equal to the Overcollateralization Target Amount will be
the Extra Principal Distribution Amount and will be included as part of the
Principal Distribution Amount. Any Remaining Excess Spread together with any
Overcollateralization Release Amount will be applied as Excess Cashflow and
distributed pursuant to clauses (4)(A) through (G) below.

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

                  (2) Principal Funds, including any Extra Principal
         Distribution Amount, shall be distributed in the following manner and
         order of priority:

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

                           (i)      To the Class A Certificates, the Principal
                                    Distribution Amount for such Distribution
                                    Date to be distributed as follows:

                                    (1) from the Group I Principal Distribution
                           Amount for such Distribution Date, sequentially, to
                           the Class I-A-1, Class I-A-2 and Class I-A-3
                           Certificates, in that order, in each case until the
                           Certificate Principal Balance thereof is reduced to
                           zero;

                                    (2) from the Group II Principal Distribution
                           Amount for such Distribution Date, PRO RATA to the
                           Class II-A-1 Certificates and Class II-A-2
                           Certificates, until the Certificate Principal
                           Balances thereof are reduced to zero; provided,
                           however, that if a Group II Sequential Trigger Event
                           is in effect, the Group II Principal Distribution
                           Amount for such Distribution Date shall be
                           distributed sequentially to the Class II-A-1
                           Certificates and Class II-A-2 Certificates, in that
                           order, in each case until the Certificate Principal
                           Balance thereof is reduced to zero; and

                                    (3) from the Group III Principal
                           Distribution Amount for such Distribution Date, PRO
                           RATA to the Class III-A-1 Certificates and Class
                           III-A-2 Certificates, until the Certificate Principal
                           Balances thereof are reduced to zero; provided,
                           however, that if a Group III Sequential Trigger Event
                           is in effect, the Group III Principal Distribution
                           Amount for such Distribution Date shall be
                           distributed sequentially to the Class III-A-1
                           Certificates and Class III-A-2 Certificates, in that
                           order, in each case until the Certificate Principal
                           Balance thereof is reduced to zero;



                                      122
<PAGE>


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

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

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

                           (v)      To the Class M-4 Certificates, from any
                                    remaining Principal Funds in respect of all
                                    Loan Groups for such Distribution Date, the
                                    remaining Principal Distribution Amount,
                                    until the Certificate Principal Balance
                                    thereof is reduced to zero;

                           (vi)     To the Class M-5 Certificates, from any
                                    remaining Principal Funds in respect of all
                                    Loan Groups for such Distribution Date, the
                                    remaining Principal Distribution Amount,
                                    until the Certificate Principal Balance
                                    thereof is reduced to zero;

                           (vii)    To the Class M-6 Certificates, from any
                                    remaining Principal Funds in respect of all
                                    Loan Groups for such Distribution Date, the
                                    remaining Principal Distribution Amount,
                                    until the Certificate Principal Balance
                                    thereof is reduced to zero;

                           (viii)   To the Class M-7 Certificates, from any
                                    remaining Principal Funds in respect of all
                                    Loan Groups for such Distribution Date, the
                                    remaining Principal Distribution Amount,
                                    until the Certificate Principal Balance
                                    thereof is reduced to zero; and

                           (ix)     To the Class M-8 Certificates, from any
                                    remaining Principal Funds in respect of all
                                    Loan Groups for such Distribution Date, the
                                    remaining Principal Distribution Amount,
                                    until the Certificate Principal Balance
                                    thereof is reduced to zero.



                                      123
<PAGE>


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

                           (i)      To the Class A Certificates, the Principal
                                    Distribution Amount for such Distribution
                                    Date to be distributed as follows:

                                    (1) from the Group I Principal Distribution
                           Amount for such Distribution Date, sequentially, to
                           the Class I-A-1, Class I-A-2 and Class I-A-3
                           Certificates, in that order, the Class I-A Principal
                           Distribution Amount for such Distribution Date, in
                           each case until the Certificate Principal Balance
                           thereof is reduced to zero;

                                    (2) from the Group II Principal Distribution
                           Amount for such Distribution Date, PRO RATA to the
                           Class II-A-1 Certificates and Class II-A-2
                           Certificates, the Class II-A Principal Distribution
                           Amount for such Distribution Date, until the
                           Certificate Principal Balances thereof are reduced to
                           zero; and

                                    (3) from the Group III Principal
                           Distribution Amount for such Distribution Date, PRO
                           RATA to the Class III-A-1 Certificates and Class
                           III-A-2 Certificates, the Class III-A Principal
                           Distribution Amount for such Distribution Date, until
                           the Certificate Principal Balances thereof are
                           reduced to zero.

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

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

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

                  (v)      To the Class M-4 Certificates, from any remaining
                           Principal Distribution Amount in respect of all Loan
                           Groups for such Distribution Date, the Class M-4
                           Principal Distribution Amount, until the Certificate
                           Principal Balance thereof is reduced to zero;



                                      124
<PAGE>


                  (vi)     To the Class M-5 Certificates, from any remaining
                           Principal Distribution Amount in respect of all Loan
                           Groups for such Distribution Date, the Class M-5
                           Principal Distribution Amount, until the Certificate
                           Principal Balance thereof is reduced to zero;

                  (vii)    To the Class M-6 Certificates, from any remaining
                           Principal Distribution Amount in respect of all Loan
                           Groups for such Distribution Date, the Class M-6
                           Principal Distribution Amount, until the Certificate
                           Principal Balance thereof is reduced to zero;

                  (viii)   To the Class M-7 Certificates, from any remaining
                           Principal Distribution Amount in respect of all Loan
                           Groups for such Distribution Date, the Class M-7
                           Principal Distribution Amount, until the Certificate
                           Principal Balance thereof is reduced to zero; and

                  (ix)     To the Class M-8 Certificates, from any remaining
                           Principal Distribution Amount in respect of all Loan
                           Groups for such Distribution Date, the Class M-8
                           Principal Distribution Amount, until the Certificate
                           Principal Balance thereof is reduced to zero.

                  (3) Notwithstanding the provisions of clauses (2)(A) and (B)
         above, if on any Distribution Date the Class A Certificates related to
         a Loan Group are no longer outstanding, the PRO RATA portion of the
         Principal Distribution Amount or the applicable Class A Principal
         Distribution Amount, as applicable, otherwise allocable to such Class A
         Certificates will be allocated among the remaining group or groups of
         Class A Certificates PRO RATA and among the Classes of each such
         certificate group in the same manner and order of priority described
         above; and

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

                  (A) from any remaining Excess Cashflow, to the Class A
                  Certificates, (a) first, any remaining Interest Carry Forward
                  Amount for such Classes, PRO RATA, in accordance with the
                  Interest Carry Forward Amount due with respect to each such
                  Class, to the extent not fully paid pursuant to clauses (1)
                  (A) and (B) above and Section 3.20(c) and (b) second, any
                  Unpaid Realized Loss Amount for such Classes for such
                  Distribution Date, PRO RATA, in accordance with the Applied
                  Realized Loss Amount allocated to each such Class;

                  (B) from any remaining Excess Cashflow, sequentially, to the
                  Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
                  M-6, Class M-7



                                      125
<PAGE>


                  and Class M-8 Certificates, in that order, an amount equal to
                  the Interest Carry Forward Amount for each such Class for such
                  Distribution Date to the extent not fully paid pursuant to
                  Section 3.20(c);

                  (C) from any remaining Excess Cashflow otherwise distributable
                  to the Class CE Interest and the Class CE Certificates, to the
                  Reserve Fund to pay to the Class I-A, Class II-A and Class
                  III-A Certificates, any Basis Risk Shortfall Carry Forward
                  Amount for each such Class for such Distribution Date, on a
                  PRO RATA basis, based on the amount of the Basis Risk
                  Shortfall Carry Forward Amount for each such Class and to the
                  extent not paid pursuant to Section 3.20(c);

                  (D) from any remaining Excess Cashflow otherwise distributable
                  to the Class CE Interest and the Class CE Certificates, to the
                  Reserve Fund to pay to the Class M-1, Class M-2, Class M-3,
                  Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8
                  Certificates, sequentially in that order, any Basis Risk
                  Shortfall Carry Forward Amount for each such Class for such
                  Distribution Date, if any, in each case to the extent not paid
                  pursuant to Section 3.20(c);

                  (E) from any remaining Excess Cashflow, to the Class A
                  Certificates, on a PRO RATA basis, based on the entitlement of
                  each such Class, and then sequentially to the Class M-1, Class
                  M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and
                  Class M-8 Certificates, in that order, the amount of Relief
                  Act Shortfalls and any Prepayment Interest Shortfalls
                  allocated to such Classes of Certificates, to the extent not
                  previously reimbursed;

                  (F) from any remaining Excess Cashflow, to the Swap
                  Administrator for payment to the Swap Provider, any Swap
                  Termination Payments due to a Swap Provider Trigger Event owed
                  by the Trust Fund;

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

                  (H) any remaining amounts to each of the Class R-1, Class R-2,
                  Class R-3 and Class RX Certificates, based on the related
                  REMIC in which such amounts remain.

         On each Distribution Date, all amounts in respect of Prepayment Charges
shall be distributed to the Holders of the Class P Interest and the Class P
Certificates, provided that such distributions shall not be in reduction of the
principal balance thereof. On the Distribution Date immediately following the
expiration of the latest Prepayment Charge term as identified on the Mortgage
Loan Schedule, any amount on deposit in the Class P Certificate Account will be
distributed to the Holders of the Class P Interest and the Class P Certificates
in reduction of the Certificate Principal Balance thereof.



                                      126
<PAGE>


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

         (b) In addition to the foregoing distributions, with respect to any
Subsequent Recoveries, the Master Servicer shall deposit such funds into the
Protected Account pursuant to Section 4.01(b)(iii). If, after taking into
account such Subsequent Recoveries, the amount of a Realized Loss is reduced,
the amount of such Subsequent Recoveries will be applied to increase the
Certificate Principal Balance of the Class of Certificates with the highest
payment priority to which Realized Losses have been allocated, but not by more
than the amount of Realized Losses previously allocated to that Class of
Certificates pursuant to Section 5.05; provided, however, to the extent that no
reductions to a Certificate Principal Balance of any Class of Certificates
currently exists as the result of a prior allocation of a Realized Loss, such
Subsequent Recoveries will be applied as Excess Spread. The amount of any
remaining Subsequent Recoveries will be applied to increase the Certificate
Principal Balance of the Class of Certificates with the next highest payment
priority, up to the amount of such Realized Losses previously allocated to that
Class of Certificates pursuant to Section 5.05, and so on. Holders of such
Certificates will not be entitled to any payment in respect of Current Interest
on the amount of such increases for any Interest Accrual Period preceding the
Distribution Date on which such increase occurs. Any such increases shall be
applied to the Certificate Principal Balance of each Certificate of such Class
in accordance with its respective Percentage Interest.

         (c) Subject to Section 10.02 hereof respecting the final distribution,
on each Distribution Date the Trustee shall make distributions to each
Certificateholder of record on the preceding Record Date either by wire transfer
in immediately available funds to the account of such Holder at a bank or other
entity having appropriate facilities therefor, if such Holder has so notified
the Trustee at least 5 Business Days prior to the related Record Date, or, if
not, by check mailed by first class mail to such Certificateholder at the
address of such Holder appearing in the Certificate Register. Notwithstanding
the foregoing, but subject to Section 10.02 hereof respecting the final
distribution, distributions with respect to Certificates registered in the name
of a Depository shall be made to such Depository in immediately available funds.

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

         Section 5.05 ALLOCATION OF REALIZED LOSSES.

         (a) All Realized Losses on the Mortgage Loans allocated to any REMIC II
Regular Interest pursuant to Section 5.05(c) on the Mortgage Loans shall be
allocated by the Trustee on each Distribution Date as follows: first, to Excess
Spread; second, to the Class CE Interest and Class CE Certificates, until the
Certificate Principal Balance or Uncertificated Principal Balance



                                      127
<PAGE>


thereof, as applicable, has been reduced to zero; third, to the Class M-8
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; fourth, to the Class M-7 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; fifth, to the Class M-6 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero; sixth,
to the Class M-5 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero; seventh, to the Class M-4 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; eighth, to the
Class M-3 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; ninth, to the Class M-2 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; tenth, to the Class M-1
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; eleventh, to the related Class or Classes of Class A Certificates, on a
PRO RATA basis, until the Certificate Principal Balances thereof have been
reduced to zero; and twelfth, to the unrelated Class or Classes of Class A
Certificates, on a PRO RATA basis, until the Certificate Principal Balances
thereof have been reduced to zero; provided, however, any such Realized Losses
otherwise allocable to the Class II-A-1 Certificates shall be allocated first to
the Class II-A-2 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero, and then to the Class II-A-1 Certificates, and any
such Realized Losses otherwise allocable to the Class III-A-1 Certificates shall
be allocated first to the Class III-A-2 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero, and then to the Class
III-A-1 Certificates. All Realized Losses to be allocated to the Certificate
Principal Balances of all Classes on any Distribution Date shall be so allocated
after the actual distributions to be made on such date as provided above. All
references above to the Certificate Principal Balance of any Class of
Certificates shall be to the Certificate Principal Balance of such Class
immediately prior to the relevant Distribution Date, before reduction thereof by
any Realized Losses, in each case to be allocated to such Class of Certificates,
on such Distribution Date.

         (b) Any allocation of Realized Losses to a Class of Certificates on any
Distribution Date shall be made by reducing the Certificate Principal Balance
thereof by the amount so allocated; any allocation of Realized Losses to a Class
CE Interest and Class CE Certificates shall be made by reducing the amount
otherwise payable in respect thereof pursuant to clause (G) of Section
5.04(a)(4). No allocations of any Realized Losses shall be made to the
Certificate Principal Balance or Uncertificated Principal Balance, as
applicable, of the Class P Interest and the Class P Certificates.

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

         As used herein, an allocation of a Realized Loss on a "PRO RATA basis"
among two or more specified Classes of Certificates means an allocation on a PRO
RATA basis, among the various



                                      128
<PAGE>


Classes so specified, to each such Class of Certificates on the basis of their
then outstanding Certificate Principal Balances prior to giving effect to
distributions to be made on such Distribution Date. All Realized Losses and all
other losses allocated to a Class of Certificates hereunder will be allocated
among the Certificates of such Class in proportion to the Percentage Interests
evidenced thereby.

         (c) (i) All Realized Losses on the Group I Loans shall be allocated on
each Distribution Date to REMIC I Regular Interest I-1-A through REMIC I Regular
Interest I-60-B, starting with the lowest numerical denomination until such
REMIC I Regular Interest has been reduced to zero, provided that, for REMIC I
Regular Interests with the same numerical denomination, such Realized Losses
shall be allocated PRO RATA between such REMIC I Regular Interests. All Realized
Losses on the Group II Loans shall be allocated on each Distribution Date to
REMIC I Regular Interest II-1-A through REMIC I Regular Interest II-60-B,
starting with the lowest numerical denomination until such REMIC I Regular
Interest has been reduced to zero, provided that, for REMIC I Regular Interests
with the same numerical denomination, such Realized Losses shall be allocated
PRO RATA between such REMIC I Regular Interests. All Realized Losses on the
Group III Loans shall be allocated on each Distribution Date to REMIC I Regular
Interest III-1-A through REMIC I Regular Interest III-60-B, starting with the
lowest numerical denomination until such REMIC I Regular Interest has been
reduced to zero, provided that, for REMIC I Regular Interests with the same
numerical denomination, such Realized Losses shall be allocated PRO RATA between
such REMIC I Regular Interests.

                  (ii) The REMIC II Marker Percentage of all Realized Losses on
         the Mortgage Loans (without duplication of losses allocated pursuant to
         Section 1.02) shall be allocated by the Trustee on each Distribution
         Date to the following REMIC II Regular Interests in the specified
         percentages, as follows: first, to Uncertificated Accrued Interest
         payable to the REMIC II Regular Interest AA and REMIC II Regular
         Interest ZZ up to an aggregate amount equal to the REMIC II Interest
         Loss Allocation Amount, 98.00% and 2.00%, respectively; second, to the
         Uncertificated Principal Balances of the REMIC II Regular Interest AA
         and REMIC II Regular Interest ZZ up to an aggregate amount equal to the
         REMIC II Principal Loss Allocation Amount, 98.00% and 2.00%,
         respectively; third, to the Uncertificated Principal Balances of REMIC
         II Regular Interest AA, REMIC II Regular Interest M-8 and REMIC II
         Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the
         Uncertificated Principal Balance of REMIC II Regular Interest M-8 has
         been reduced to zero; fourth, to the Uncertificated Principal Balances
         of REMIC II Regular Interest AA, REMIC II Regular Interest M-7 and
         REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively,
         until the Uncertificated Principal Balance of REMIC II Regular Interest
         M-7 has been reduced to zero; fifth, to the Uncertificated Principal
         Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-6
         and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively,
         until the Uncertificated Principal Balance of REMIC II Regular Interest
         M-6 has been reduced to zero; sixth, to the Uncertificated Principal
         Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-5
         and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
         respectively, until the Uncertificated Principal Balance of REMIC II
         Regular Interest M-5 has been reduced to zero; seventh, to the
         Uncertificated Principal Balances of REMIC II Regular Interest AA,
         REMIC II Regular Interest M-4 and REMIC II Regular Interest ZZ, 98.00%,
         1.00% and 1.00%, respectively, until the Uncertificated



                                      129
<PAGE>


         Principal Balance of REMIC II Regular Interest M-4 has been reduced to
         zero; eighth, to the Uncertificated Principal Balances of REMIC II
         Regular Interest AA, REMIC II Regular Interest M-3 and REMIC II Regular
         Interest ZZ, 98.00%, 1.00%, and 1.00%, respectively, until the
         Uncertificated Principal Balance of REMIC II Regular Interest M-3 has
         been reduced to zero; ninth, to the Uncertificated Principal Balances
         of REMIC II Regular Interest AA, REMIC II Regular Interest M-2 and
         REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively,
         until the Uncertificated Principal Balance of REMIC II Regular Interest
         M-2 has been reduced to zero; tenth, to the Uncertificated Principal
         Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-1
         and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
         respectively, until the Uncertificated Principal Balance of REMIC II
         Regular Interest M-1 has been reduced to zero; eleventh, with respect
         to any Realized Losses on the Mortgage Loans, to the Uncertificated
         Principal Balance of REMIC II Regular Interest AA, 98.00%, to the
         Uncertificated Principal Balances of the related REMIC II Regular
         Interests I-A-1, I-A-2, I-A-3, II-A-1, II-A-2, III-A-1 and III-A-2,
         1.00% PRO RATA, and to the Uncertificated Principal Balance of REMIC II
         Regular Interest ZZ, 1.00%, until the Uncertificated Principal Balances
         of such REMIC II Regular Interests I-A-1, I-A-2, I-A-3, II-A-1, II-A-2,
         Class III-A-1 and Class III-A-2 have been reduced to zero; and twelfth,
         with respect to any Realized Losses on the Mortgage Loans, to the
         Uncertificated Principal Balance of REMIC II Regular Interest AA,
         98.00%, to the Uncertificated Principal Balances of the unrelated REMIC
         II Regular Interests I-A-1, I-A-2, I-A-3, II-A-1, II-A-2, III-A-1 and
         III-A-2, 1.00% PRO RATA, and to the Uncertificated Principal Balance of
         REMIC II Regular Interest ZZ, 1.00%, until the Uncertificated Principal
         Balances of such REMIC II Regular Interests I-A-1, I-A-2, I-A-3,
         II-A-1, II-A-2, Class III-A-1 and Class III-A-2 have been reduced to
         zero; provided, however, any such Realized Losses otherwise allocable
         to REMIC II Regular Interest II-A-1 shall be allocated first to REMIC
         II Regular Interest II-A-2, until the Uncertificated Principal Balance
         thereof has been reduced to zero, and then to REMIC II Regular Interest
         II-A-1, and any such Realized Losses otherwise allocable to REMIC II
         Regular Interest III-A-1 shall be allocated first to REMIC II Regular
         Interest III-A-2, until the Uncertificated Principal Balance thereof
         has been reduced to zero, and then to REMIC II Regular Interest
         III-A-1.

                  (iii) The REMIC II Sub WAC Allocation Percentage of all
         Realized Losses shall be applied after all distributions have been made
         on each Distribution Date first, so as to keep the Uncertificated
         Principal Balance of each REMIC II Regular Interest ending with the
         designation "B" equal to 0.01% of the aggregate Stated Principal
         Balance of the Mortgage Loans in the related Loan Group; second, to
         each REMIC II Regular Interest ending with the designation "A" so that
         the Uncertificated Principal Balance of each such REMIC II Regular
         Interest is equal to 0.01% of the excess of (x) the aggregate Stated
         Principal Balance of the Mortgage Loans in the related Loan Group over
         (y) the current Certificate Principal Balances of the Class A
         Certificates related to such Loan Group (except that if any such excess
         is a larger number than in the preceding distribution period, the least
         amount of Realized Losses shall be applied to such REMIC II Regular
         Interests such that the REMIC II Subordinated Balance Ratio is
         maintained); and third, any remaining Realized Losses shall be
         allocated to REMIC II Regular Interest XX.



                                      130
<PAGE>


         Section 5.06 MONTHLY STATEMENTS TO CERTIFICATEHOLDERS.

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

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

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

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

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

                  (v) for each Loan Group, the aggregate of the Stated Principal
         Balance of (A) all of the Mortgage Loans in such Loan Group, (B) the
         first lien Mortgage Loans in such Loan Group, (C) the second lien
         Mortgage Loans in such Loan Group, and (D) the Adjustable Rate Mortgage
         Loans in such Loan Group, for the following Distribution Date;

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

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

                  (viii) the amount of Advances included in the distribution on
         such Distribution Date;

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

                  (x) the number and aggregate Stated Principal Balance of the
         Mortgage Loans in each Loan Group (A) Delinquent (exclusive of Mortgage
         Loans in foreclosure and bankruptcy) (1) 31 to 60 days, (2) 61 to 90
         days and (3) 91 or more days, (B) in foreclosure and delinquent (1) 31
         to 60 days, (2) 61 to 90 days and (3) 91 or more days and (C) in
         bankruptcy and delinquent (1) 31 to 60 days, (2) 61 to 90 days and (3)
         91 or more days, in each case as of the close of business on the last
         day of the calendar month preceding such Distribution Date and
         separately identifying such information for the (1)



                                      131
<PAGE>


         first lien Mortgage Loans, (2) second lien Mortgage Loans, and (3)
         Adjustable Rate Mortgage Loans, in each such Loan Group;

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

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

                  (xiii) the three month rolling average of the percent
         equivalent of a fraction, the numerator of which is the aggregate
         Stated Principal Balance of the Mortgage Loans in each Loan Group that
         are 60 days or more delinquent or are in bankruptcy or foreclosure or
         are REO Properties, and the denominator of which is the aggregate
         Stated Principal Balance of all of the Mortgage Loans in such Loan
         Group as of the last day of such Distribution Date and separately
         identifying such information for the (1) first lien Mortgage Loans, (2)
         second lien Mortgage Loans, and (3) Adjustable Rate Mortgage Loans, in
         each such Loan Group;

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

                  (xv) whether a Trigger Event exists;

                  (xvi) the amount of any Net Swap Payment payable to the Swap
         Administrator, any Net Swap Payment payable to the Swap Provider, any
         Swap Termination Payment payable to the Swap Administrator and any Swap
         Termination Payment payable to the Swap Provider; and

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

         The Trustee may make the foregoing Monthly Statement (and, at its
option, any additional files containing the same information in an alternative
format) available each month to Certificateholders via the Trustee's internet
website. The Trustee's internet website shall initially be located at
"www.etrustee.net". Assistance in using the website can be obtained by calling
the Trustee's customer service desk at (312) 904-7992. Parties that are unable
to use the above distribution options are entitled to have a paper copy mailed
to them via first class mail by calling the customer service desk and indicating
such. The Trustee may change the way Monthly Statements are distributed in order
to make such distributions more convenient or more accessible to the above
parties.

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



                                      132
<PAGE>


         (c) Within a reasonable period of time after the end of each calendar
year, the Trustee shall cause to be furnished upon request to each Person who at
any time during the calendar year was a Certificateholder, a statement
containing the information set forth in clauses (a)(i) and (a)(ii) of this
Section 5.06 aggregated for such calendar year or applicable portion thereof
during which such Person was a Certificateholder. Such obligation of the Trustee
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Trustee pursuant to any
requirements of the Code as from time to time in effect.

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

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

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

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

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

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

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

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

         The information pursuant to clauses (i), (ii), (iii) and (iv) above
shall be provided by the Depositor pursuant to Section 9.12.



                                      133
<PAGE>


         Section 5.07 REMIC DESIGNATIONS AND REMIC DISTRIBUTIONS.

         (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III,
REMIC IV, REMIC V and REMIC VI shall be treated as a REMIC under Section 860D of
the Code. Any inconsistencies or ambiguities in this Agreement or in the
administration of this Agreement shall be resolved in a manner that preserves
the validity of such REMIC elections. The assets of REMIC I shall include the
Mortgage Loans and all interest owing in respect of and principal due thereon,
the Distribution Account, the Protected Account, any REO Property, any proceeds
of the foregoing and any other assets subject to this Agreement (other than the
Reserve Fund, the Swap Agreement, the Swap Account and any rights or obligations
in respect of the Swap Administration Agreement). The REMIC I Regular Interests
shall constitute the assets of REMIC II. The REMIC II Regular Interests shall
constitute the assets of REMIC III. The Class CE Interest shall constitute the
assets of REMIC IV. The Class P Interest shall constitute the assets of REMIC V.
The Class IO Interest shall constitute the assets of REMIC VI.

         (b) (1) On each Distribution Date, the following amounts, in the
following order of priority, shall be distributed by REMIC I to REMIC II on
account of REMIC I Regular Interests I-1-A through I-60-B or withdrawn from the
Distribution Account and distributed to the Holders of the Class R-1
Certificates, as the case may be:

                  (ii) to Holders of each REMIC I Regular Interest I-1-A through
         I-60-B, PRO RATA, in an amount equal to (A) Uncertificated Accrued
         Interest for such REMIC I Regular Interests for such Distribution Date,
         plus (B) any amounts payable in respect thereof remaining unpaid from
         previous Distribution Dates.

                  (iii) to the extent of amounts remaining after the
         distributions made pursuant to clause (i) above, payments of principal
         shall be allocated as follows: to REMIC I Regular interests I-1-A
         through I-60-B starting with the lowest numerical denomination until
         the Uncertificated Principal Balance of each such REMIC I Regular
         Interest is reduced to zero, provided that, for REMIC I Regular
         Interests with the same numerical denomination, such payments of
         principal shall be allocated PRO RATA between such REMIC I Regular
         Interests.

                  (2) On each Distribution Date, the following amounts, in the
following order of priority, shall be distributed by REMIC I to REMIC II on
account of REMIC I Regular Interests II-1-A through II-60-B or withdrawn from
the Distribution Account and distributed to the Holders of the Class R-1
Certificates, as the case may be:

                  (i) to the Holders of each REMIC I Regular Interest II-1-A
         through II-60-B, PRO RATA, in an amount equal to (A) Uncertificated
         Accrued Interest for such REMIC I Regular Interests for such
         Distribution Date, plus (B) any amounts payable in respect thereof
         remaining unpaid from previous Distribution Dates.

                  (ii) to the extent of amounts remaining after the
         distributions made pursuant to clause (i) above, payments of principal
         shall be allocated as follows: to REMIC I Regular interests II-1-A
         through II-60-B starting with the lowest numerical denomination until
         the Uncertificated Principal Balance of each such REMIC I Regular
         Interest is reduced to



                                      134
<PAGE>


     zero, provided that, for REMIC I Regular Interests with the same numerical
     denomination, such payments of principal shall be allocated PRO RATA
     between such REMIC I Regular Interests.

                  (3) On each Distribution Date, the following amounts, in the
following order of priority, shall be distributed by REMIC I to REMIC II on
account of REMIC I Regular Interests III-1-A through III-60-B or withdrawn from
the Distribution Account and distributed to the Holders of the Class R-1
Certificates, as the case may be:

                  (i) to the Holders of each REMIC I Regular Interest III-1-A
         through III-60-B, PRO RATA, in an amount equal to (A) Uncertificated
         Accrued Interest for such REMIC I Regular Interests for such
         Distribution Date, plus (B) any amounts payable in respect thereof
         remaining unpaid from previous Distribution Dates.

                  (ii) to the extent of amounts remaining after the
         distributions made pursuant to clause (i) above, payments of principal
         shall be allocated as follows: to REMIC I Regular Interests III-1-A
         through III-60-B starting with the lowest numerical denomination until
         the Uncertificated Principal Balance of each such REMIC I Regular
         Interest is reduced to zero, provided that, for REMIC I Regular
         Interests with the same numerical denomination, such payments of
         principal shall be allocated PRO RATA between such REMIC I Regular
         Interests.

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

         (c) (1) On each Distribution Date, the following amounts, in the
following order of priority, shall be distributed by REMIC II to REMIC III on
account of the REMIC II Regular Interests or withdrawn from the Distribution
Account and distributed to the Holders of the Class R-2 Certificates, as the
case may be:

                  (i) to the Holders of REMIC II Regular Interest IO, in an
         amount equal to (A) Uncertificated Accrued Interest for such REMIC II
         Regular Interest for such Distribution Date, plus (B) any amounts in
         respect thereof remaining unpaid from previous Distribution Dates.

                  (ii) to the extent of the REMIC II Marker Allocation
         Percentage of the Interest Funds remaining after the distributions
         pursuant to clause (i), to the Holders of each REMIC II Regular
         Interest (other than REMIC II Regular Interests IO, 1A, 1B, 2A, 2B, 3A,
         3B, XX and P) PRO RATA, in an amount equal to (A) Uncertificated
         Accrued Interest for such REMIC II Regular Interest for such
         Distribution Date, plus (B) any amounts in respect thereof remaining
         unpaid from previous Distribution Dates. Amounts payable as
         Uncertificated Accrued Interest in respect of REMIC II Regular Interest
         ZZ shall be



                                      135
<PAGE>


         reduced when the REMIC II Overcollateralization Amount is less than the
         REMIC II Required Overcollateralization Amount, by the lesser of (x)
         the amount of such difference and (y) the Maximum Uncertificated
         Accrued Interest Deferral Amount, and such amount will be payable to
         the Holders of REMIC II Regular Interest I-A-1, REMIC II Regular
         Interest I-A-2, REMIC II Regular Interest I-A-3, REMIC II Regular
         Interest II-A-1, REMIC II Regular Interest II-A-2, REMIC II Regular
         Interest III-A-1, REMIC II Regular Interest III-A-2, REMIC II Regular
         Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest
         M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5,
         REMIC II Regular Interest M-6, REMIC II Regular Interest M-7 and REMIC
         II Regular Interest M-8 in the same proportion as the Extra Principal
         Distribution Amount is allocated to the Corresponding Certificates, and
         the Uncertificated Principal Balance of REMIC II Regular Interest ZZ
         shall be increased by such amount;

                  (iii) to the extent of the REMIC II Sub WAC Allocation
         Percentage of the Interest Funds remaining after the distribution
         pursuant to clause (i), to the Holders of REMIC II Regular Interest 1A,
         REMIC II Regular Interest 1B, REMIC II Regular Interest 2A, REMIC II
         Regular Interest 2B, REMIC II Regular Interest 3A, REMIC II Regular
         Interest 3B and REMIC II Regular Interest XX, PRO RATA, an amount equal
         to (A) the Uncertificated Accrued Interest for such Distribution Date,
         plus (B) any amounts in respect thereof remaining unpaid from previous
         Distribution Dates;

                  (iv) to the Holders of REMIC II Regular Interests (other than
         REMIC II Regular Interests IO, 1A, 1B, 2A, 2B, 3A, 3B, XX and P) in an
         amount equal to the REMIC II Marker Allocation Percentage of the
         remainder of the Interest Funds and Principal Funds for all Loan Groups
         for such Distribution Date after the distributions made pursuant to
         clauses (i), (ii) and (iii) above, allocated as follows:

                           (A) 98% of such remainder to the Holders of REMIC II
                           Regular Interest AA, until the Uncertificated
                           Principal Balance of such REMIC II Regular Interest
                           is reduced to zero;

                           (B) 2% of such remainder, first, to the Holders of
                           REMIC II Regular Interest I A-1, REMIC II Regular
                           Interest I-A-2, REMIC II Regular Interest I-A-3,
                           REMIC II Regular Interest II-A-1, REMIC II Regular
                           Interest II-A-2, REMIC II Regular Interest III-A-1,
                           REMIC II Regular Interest III-A-2, REMIC II Regular
                           Interest M-1, REMIC II Regular Interest M-2, REMIC II
                           Regular Interest M-3, REMIC II Regular Interest M-4,
                           REMIC II Regular Interest M-5, REMIC II Regular
                           Interest M-6, REMIC II Regular Interest M-7 and REMIC
                           II Regular Interest M-8, in an aggregate amount equal
                           to 1% of and in the same proportion as principal
                           payments are allocated to the Corresponding
                           Certificates, until the Uncertificated Principal
                           Balances of such REMIC II Regular Interests are
                           reduced to zero; and second, to the Holders of REMIC
                           II Regular Interest ZZ, until the Uncertificated
                           Principal Balance of such REMIC II Regular Interest
                           is reduced to zero; then



                                      136
<PAGE>


                           (C) any remaining amount to the Holders of the Class
                           R-2 Certificates;

                  (v) to the Holders of REMIC II Regular Interest 1A, REMIC II
         Regular Interest 1B, REMIC II Regular Interest 2A, REMIC II Regular
         Interest 2B, REMIC II Regular Interest 3A, REMIC II Regular Interest 3B
         and REMIC II Regular Interest XX, in an amount equal to the REMIC II
         Sub WAC Allocation Percentage of the remainder of the Interest Funds
         and Principal Funds for all Loan Groups for such Distribution Date
         after the distributions made pursuant to clauses (i), (ii) and (iii)
         above, first, so as to keep the Uncertificated Principal Balance of
         each REMIC II Regular Interest ending with the designation "B" equal to
         0.01% of the aggregate Stated Principal Balance of the Mortgage Loans
         in the related Loan Group; second, to each REMIC II Regular Interest
         ending with the designation "A," so that the Uncertificated Principal
         Balance of each such REMIC II Regular Interest is equal to 0.01% of the
         excess of (x) the aggregate Stated Principal Balance of the Mortgage
         Loans in the related Loan Group over (y) the current Certificate
         Principal Balances of the Class A Certificates related to such Loan
         Group (except that if any such excess is a larger number than in the
         preceding distribution period, the least amount of principal shall be
         distributed to such REMIC II Regular Interests such that the REMIC II
         Subordinated Balance Ratio is maintained); and third, any remaining
         amount to REMIC II Regular Interest XX.

                  (vi) to the Holders of REMIC II Regular Interest P, 100% of
         the amounts deemed distributed on REMIC I Regular Interest P.

         (d) On each Distribution Date, an amount equal to the amounts
distributed pursuant to Sections 5.04(a)(4)(C), (D) and (G) on such date shall
be deemed distributed from REMIC III to REMIC IV in respect of the Class CE
Distribution Amount distributable to the Class CE Interest.

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

         (f) On each Distribution Date, 100% of the amounts deemed distributed
on REMIC II Regular Interest IO shall be deemed distributed by REMIC III to
REMIC VI in respect of the Class IO Interest. Such amounts shall be deemed
distributed by REMIC VI to the Swap Administrator for deposit into the Swap
Account.



                                      137
<PAGE>


                                   ARTICLE VI

                                THE CERTIFICATES

         Section 6.01 THE CERTIFICATES.

         The Certificates shall be substantially in the forms attached hereto as
Exhibits A-1 through A-5. The Certificates shall be issuable in registered form,
in the minimum dollar denominations, integral dollar multiples in excess thereof
(except that one Certificate of each Class may be issued in a different amount
which must be in excess of the applicable minimum dollar denomination) and
aggregate dollar denominations as set forth in the following table:


<TABLE>
<CAPTION>

                         MINIMUM        INTEGRAL MULTIPLE IN    ORIGINAL CERTIFICATE
      CLASS           DENOMINATION       EXCESS OF MINIMUM       PRINCIPAL BALANCE
      -----           ------------       -----------------       -----------------
      <S>             <C>                      <C>               <C>
      I-A-1           $     25,000             $1.00             $   126,914,000.00
      I-A-2           $     25,000             $1.00             $    59,306,000.00
      I-A-3           $     25,000             $1.00             $    13,183,000.00
      II-A-1          $     25,000             $1.00             $    58,232,000.00
      II-A-2          $     25,000             $1.00             $    14,558,000.00
     III-A-1          $     25,000             $1.00             $   215,536,000.00
     III-A-2          $     25,000             $1.00             $    53,884,000.00
       M-1            $     25,000             $1.00             $    52,098,000.00
       M-2            $     25,000             $1.00             $    38,812,000.00
       M-3            $     25,000             $1.00             $    12,238,000.00
       M-4            $     25,000             $1.00             $    10,490,000.00
       M-5            $     25,000             $1.00             $     8,392,000.00
       M-6            $     25,000             $1.00             $     6,993,000.00
       M-7            $     25,000             $1.00             $     6,294,000.00
       M-8            $     25,000             $1.00             $     6,993,000.00
        CE              10%                      1%              $    15,384,646.40
        P               100                     N/A              $           100.00
       R-1             100%                     N/A            N/A
       R-2             100%                     N/A            N/A
       R-3             100%                     N/A            N/A
        RX             100%                     N/A            N/A
</TABLE>


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

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



                                      138
<PAGE>


         Section 6.02 CERTIFICATE REGISTER; REGISTRATION OF TRANSFER AND
EXCHANGE OF CERTIFICATES.

         (a) The Trustee shall maintain, or cause to be maintained in accordance
with the provisions of Section 6.09 hereof, a Certificate Register for the Trust
Fund in which, subject to the provisions of subsections (b) and (c) below and to
such reasonable regulations as it may prescribe, the Trustee shall provide for
the registration of Certificates and of Transfers and exchanges of Certificates
as herein provided. Upon surrender for registration of Transfer of any
Certificate, the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of the same
Class and of like aggregate Percentage Interest.

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

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

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

         (b) Subject to Subsection 6.07 and, in the case of any Global
Certificate or Private Certificate upon the satisfaction of the conditions set
forth below, upon surrender for registration of transfer of any Certificate at
any office or agency of the Trustee maintained for such purpose, the Trustee
shall sign, countersign and shall deliver, in the name of the designated
transferee or transferees, a new Certificate of a like Class and aggregate
Percentage Interest, but bearing a different number.

         (c) Subject to Subsection 6.02(g), so long as a Global Certificate of
such Class is outstanding and is held by or on behalf of the Depository,
transfers of beneficial interests in such Global Certificate, or transfers by
Holders of Individual Certificates of such Class to transferees that take
delivery in the form of beneficial interests in the Global Certificate, may be
made only in accordance with this Subsection 6.02(c) and in accordance with the
rules of the Depository:

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



                                      139
<PAGE>


         (ii) In the case of a beneficial interest in a Class of Global
     Certificates being transferred to a transferee that takes delivery in the
     form of an Individual Certificate or Certificates of such Class, except as
     set forth in clause (i) above, the Trustee shall register such transfer
     only upon compliance with the provisions of Subsection 6.02(h).



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

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

         (d) Subject to Subsection 6.02(g), an exchange of a beneficial interest
in a Global Certificate of a Class for an Individual Certificate or Certificates
of such Class, an exchange of an Individual Certificate or Certificates of a
Class for a beneficial interest in the Global Certificate of such Class and an
exchange of an Individual Certificate or Certificates of a Class for another
Individual Certificate or Certificates of such Class (in each case, whether or
not such exchange is made in anticipation of subsequent transfer, and, in the
case of the Global Certificate of such Class, so long as such Certificate is
outstanding and is held by or on behalf of the Depository) may be made only in
accordance with this Subsection 6.02(d) and in accordance with the rules of the
Depository:

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

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

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

         (e) (i) Upon acceptance for exchange or transfer of an Individual
Certificate of a Class for a beneficial interest in a Global Certificate of such
Class as provided herein, the Trustee shall cancel such Individual Certificate
and shall (or shall request the Depository to) endorse on the schedule affixed
to the applicable Global Certificate (or on a continuation of such schedule
affixed to the Global Certificate and made a part thereof) or otherwise make in
its books and records an appropriate notation evidencing the date of such
exchange or transfer and


                                      140
<PAGE>


an increase in the certificate balance of the Global Certificate equal to the
certificate balance of such Individual Certificate exchanged or transferred
therefor.

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

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

         (g) Subject to the restrictions on transfer and exchange set forth in
this Section 6.02, the Holder of any Individual Certificate may transfer or
exchange the same in whole or in part (in an initial certificate balance equal
to the minimum authorized denomination set forth in Section 6.01 above or any
integral multiple of $1.00 in excess thereof) by surrendering such Certificate
at the Corporate Trust Office, or at the office of any transfer agent, together
with an executed instrument of assignment and transfer satisfactory in form and
substance to the Trustee in the case of transfer and a written request for
exchange in the case of exchange. The Holder of a beneficial interest in a
Global Certificate may, subject to the rules and procedures of the Depository,
cause the Depository (or its nominee) to notify the Trustee in writing of a
request for transfer or exchange of such beneficial interest for an Individual
Certificate or Certificates. Following a proper request for transfer or
exchange, the Trustee shall, within five Business Days of such request made at
the Corporate Trust Office, sign, countersign and deliver at the Corporate Trust
Office, to the transferee (in the case of transfer) or Holder (in the case of
exchange) or send by first class mail at the risk of the transferee (in the case
of transfer) or Holder (in the case of exchange) to such address as the
transferee or Holder, as applicable, may request, an Individual Certificate or
Certificates, as the case may require, for a like aggregate Percentage Interest
and in such authorized denomination or denominations as may be requested. The
presentation for transfer or exchange of any Individual Certificate shall not be
valid unless made at the Corporate Trust Office by the registered Holder in
person, or by a duly authorized attorney-in-fact.

         (h) No Transfer of a Private Certificate shall be made unless such
Transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under the Securities Act and such state securities
laws. In the event that a Transfer is to be made in reliance upon an exemption
from the Securities Act and such laws, in order to assure compliance with the
Securities Act and such laws, the Certificateholder desiring to effect such
Transfer and such Certificateholder's prospective transferee shall each certify
to the Trustee in writing the facts surrounding the Transfer by (x)(i) the
delivery to the Trustee by the Certificateholder desiring to effect such
transfer of a certificate substantially in the form set forth in Exhibit D (the
"Transferor Certificate") and (ii) the delivery by the Certificateholder's
prospective transferee of (A) a letter


                                      141
<PAGE>


in substantially the form of Exhibit E (the "Investment Letter") if the
prospective transferee is an Institutional Accredited Investor or (B) a letter
in substantially the form of Exhibit F (the "Rule 144A and Related Matters
Certificate") if the prospective transferee is a QIB or (y) there shall be
delivered to the Trustee an Opinion of Counsel addressed to the Trustee that
such Transfer may be made pursuant to an exemption from the Securities Act,
which Opinion of Counsel shall not be an expense of the Depositor, the Seller,
the Master Servicer or the Trustee. Notwithstanding the provisions of the
immediately preceding sentence, no restrictions shall apply with respect to the
transfer or registration of transfer of a beneficial interest in any Certificate
that is a Global Certificate of a Class to a transferee that takes delivery in
the form of a beneficial interest in the Global Certificate of such Class
provided that each such transferee shall be deemed to have made such
representations and warranties contained in the Rule 144A and Related Matters
Certificate as are sufficient to establish that it is a QIB. The Depositor shall
provide to any Holder of a Private Certificate and any prospective transferee
designated by any such Holder, information regarding the related Certificates
and the Mortgage Loans and such other information as shall be necessary to
satisfy the condition to eligibility set forth in Rule 144A(d)(4) for Transfer
of any such Certificate without registration thereof under the Securities Act
pursuant to the registration exemption provided by Rule 144A. The Trustee and
the Master Servicer shall cooperate with the Depositor in providing the Rule
144A information referenced in the preceding sentence, including providing to
the Depositor such information regarding the Certificates, the Mortgage Loans
and other matters regarding the Trust Fund as the Depositor shall reasonably
request to meet its obligation under the preceding sentence. Each Holder of a
Private Certificate desiring to effect such Transfer shall, and does hereby
agree to, indemnify the Trustee, the Depositor, the Seller and the Master
Servicer against any liability that may result if the Transfer is not so exempt
or is not made in accordance with such federal and state laws.

         Prior to the termination of the Swap Agreement, no Transfer of a Class
A Certificate or Class M Certificate (other than a Class M-7 Certificate or
Class M-8 Certificate) shall be made unless either (i) the Trustee and the
Master Servicer shall have received a representation from the transferee of such
Certificate acceptable to and in form and substance satisfactory to the Trustee
and the Master Servicer, to the effect that such transferee is not an employee
benefit plan subject to Section 406 of ERISA or a plan subject to Section 4975
of the Code (either a "Plan"), or a Person acting on behalf of a Plan or using
the assets a Plan, or (ii) the transferee provides a representation, or is
deemed to represent in the case of the Global Certificate that the proposed
transfer or holding of such Certificate are eligible for exemptive relief under
an individual or class prohibited transaction exemption, including, but not
limited to, Prohibited Transaction Exemption ("PTE") 84-14, PTE 91-38, PTE 90-1,
PTE 95-60 or PTE 96-23.

         Subsequent to the termination of the Swap Agreement, each beneficial
owner of a Class M Certificate (other than a Class M-7 Certificate or Class M-8
Certificate) or any interest therein shall be deemed to have represented, by
virtue of its acquisition or holding of that certificate or interest therein,
that either (i) it is not a Plan or investing with "Plan Assets", (ii) it has
acquired and is holding such certificate in reliance on the Exemption, and that
it understands that there are certain conditions to the availability of the
Exemption, including that the certificate must be rated, at the time of
purchase, not lower than "BBB-" (or its equivalent) by S&P, Fitch or Moody's,
and the certificate is so rated or (iii) (1) it is an insurance company, (2) the
source of funds used to acquire or hold the certificate or interest therein is
an "insurance company general



                                      142
<PAGE>


account," as such term is defined in PTE 95-60, and (3) the conditions in
Sections I and III of PTE 95-60 have been satisfied.

         Neither the Trustee nor the Master Servicer will be required to
monitor, determine or inquire as to compliance with the transfer restrictions
with respect to the Global Certificates. Any attempted or purported transfer of
any Certificate in violation of the provisions of Subsections (a) or (b) above
shall be void ab initio and such Certificate shall be considered to have been
held continuously by the prior permitted Certificateholder. Any transferor of
any Certificate in violation of such provisions, shall indemnify and hold
harmless the Trustee and the Master Servicer from and against any and all
liabilities, claims, costs or expenses incurred by the Trustee or the Master
Servicer as a result of such attempted or purported transfer. The Trustee shall
have no liability for transfer of any such Global Certificates in or through
book-entry facilities of any Depository or between or among Depository
Participants or Certificate Owners made in violation of the transfer
restrictions set forth herein.

         No Transfer of a Class CE, Class P, Residual, Class M-7 or Class M-8
Certificate shall be made unless either (i) the transferee of such Certificate
provides a representation, or is deemed to represent in the case of a Global
Certificate, to the Trustee and the Master Servicer acceptable to and in form
and substance satisfactory to the Trustee and the Master Servicer, to the effect
that such transferee is not a Plan, or a Person acting on behalf of a Plan or
using the assets of a Plan, or (ii) in the case of any such Certificate
presented for registration in the name of a Plan, or a trustee of a Plan or any
other person acting on behalf of a Plan, the Trustee shall have received an
Opinion of Counsel for the benefit of the Trustee and the Master Servicer and on
which they may rely, satisfactory to the Trustee, to the effect that the
purchase and holding of such Certificate are permissible under applicable law,
will not result in any prohibited transactions under ERISA or Section 4975 of
the Code and will not subject the Trustee, the Master Servicer or the Depositor
to any obligation in addition to those expressly undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Trustee, the Master
Servicer or the Depositor, or (iii) in the case of a Class M-7 Certificate or
Class M-8 Certificate, the transferee provides a representation, or is deemed to
represent in the case of the Global Certificate, or an opinion of counsel to the
effect that the proposed transfer or holding of such Class M-7 Certificate or
Class M-8 Certificate and the servicing, management and operation of the Trust
and its assets: (I) will not result in any prohibited transaction which is not
covered under PTE 84-14, PTE 91-38, PTE 90-1, PTE 95-60 or PTE 96-23 and (II)
will not give rise to any obligation on the part of the Depositor, the Master
Servicer or the Trustee in addition to those expressly undertaken in this
Agreement. Notwithstanding anything else to the contrary herein, any purported
transfer of an ERISA Restricted Certificate to or on behalf of a Plan without
the delivery of the Opinion of Counsel as described above shall be void and of
no effect; provided that the restriction set forth in this sentence shall not be
applicable if there has been delivered to the Trustee an Opinion of Counsel
meeting the requirements of clause (ii) of the first sentence of this paragraph.
Neither the Trustee nor the Master Servicer shall be required to monitor,
determine or inquire as to compliance with the transfer restrictions with
respect to any ERISA Restricted Certificate that is a Book-Entry Certificate,
and neither the Trustee nor the Master Servicer shall have any liability for
transfers of any such Book-Entry Certificates made through the book-entry
facilities of any Depository or between or among participants of the Depository
or Certificate Owners made in violation of the transfer restrictions set forth
herein. Neither the Trustee nor the Master Servicer shall be under any liability
to any Person for any registration of



                                      143
<PAGE>

transfer of any ERISA Restricted Certificate that is in fact not permitted by
this Section 6.02(h) or for making any payments due on such Certificate to the
Holder thereof or taking any other action with respect to such Holder under the
provisions of this Agreement. The Trustee shall be entitled, but not obligated,
to recover from any Holder of any ERISA Restricted Certificate that was in fact
a Plan or a Person acting on behalf of a Plan at the time it became a Holder or,
at such subsequent time as it became a Plan or Person acting on behalf of a
Plan, all payments made on such ERISA Restricted Certificate at and after either
such time. Any such payments so recovered by the Trustee shall be paid and
delivered by the Trustee to the last preceding Holder of such Certificate that
is not a Plan or Person acting on behalf of a Plan.

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

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

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

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

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



                                      144
<PAGE>


                  any Holder of a Residual Certificate that was in fact not a
                  Permitted Transferee at the time it became a Holder or, at
                  such subsequent time as it became other than a Permitted
                  Transferee, all payments made on such Residual Certificate at
                  and after either such time. Any such payments so recovered by
                  the Trustee shall be paid and delivered by the Trustee to the
                  last preceding Permitted Transferee of such Certificate.

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

         The restrictions on Transfers of a Residual Certificate set forth in
this Section 6.02(i) shall cease to apply (and the applicable portions of the
legend on a Residual Certificate may be deleted) with respect to Transfers
occurring after delivery to the Trustee of an Opinion of Counsel addressed to
the Trustee, which Opinion of Counsel shall not be an expense of the Trustee,
the Seller or the Master Servicer to the effect that the elimination of such
restrictions will not cause REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or
REMIC VI, as applicable, to fail to qualify as a REMIC at any time that the
Certificates are outstanding or result in the imposition of any tax on the Trust
Fund, a Certificateholder or another Person. Each Person holding or acquiring
any Ownership Interest in a Residual Certificate hereby consents to any
amendment of this Agreement that, based on an Opinion of Counsel addressed to
the Trustee and furnished to the Trustee, is reasonably necessary (a) to ensure
that the record ownership of, or any beneficial interest in, a Residual
Certificate is not transferred, directly or indirectly, to a Person that is not
a Permitted Transferee and (b) to provide for a means to compel the Transfer of
a Residual Certificate that is held by a Person that is not a Permitted
Transferee to a Holder that is a Permitted Transferee.

         (j) The Class CE Certificate shall not be held by more than one Holder.

         (k) The preparation and delivery of all certificates and opinions
referred to above in this Section 6.02 shall not be an expense of the Trust
Fund, the Trustee, the Depositor, the Seller or the Master Servicer.

         Section 6.03 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.

         If (a) any mutilated Certificate is surrendered to the Trustee, or the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Certificate and of the ownership thereof and (b) there is delivered to
the Trustee such security or indemnity as may be required by them to save each
of them harmless, then, in the absence of notice to the Trustee that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute, authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
Class, tenor and Percentage Interest. In connection with the issuance of any new
Certificate under this Section 6.03, the Trustee may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees and expenses of
the Trustee) connected therewith. Any replacement Certificate issued pursuant to
this Section 6.03 shall constitute complete and indefeasible evidence of
ownership in the Trust Fund, as if originally issued, whether or not the



                                      145
<PAGE>


lost, stolen or destroyed Certificate shall be found at any time. All
Certificates surrendered to the Trustee under the terms of this Section 6.03
shall be canceled and destroyed by the Trustee in accordance with its standard
procedures without liability on its part.

         Section 6.04 PERSONS DEEMED OWNERS.

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

         Section 6.05 ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND ADDRESSES.

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

         Section 6.06 BOOK-ENTRY CERTIFICATES.

         The Regular Certificates (other than the Class M-7, Class M-8, Class CE
and Class P Certificates), upon original issuance, shall be issued in the form
of one or more typewritten Certificates representing the Book-Entry
Certificates, to be delivered to the Depository by or on behalf of the
Depositor. Such Certificates shall initially be registered on the Certificate
Register in the name of the Depository or its nominee, and no Certificate Owner
of such Certificates will receive a definitive certificate representing such
Certificate Owner's interest in such Certificates, except as provided in Section
6.08. Unless and until definitive, fully registered Certificates ("Definitive
Certificates") have been issued to the Certificate Owners of such Certificates
pursuant to Section 6.08:

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

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

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

         (d) the rights of the respective Certificate Owners of such
Certificates shall be exercised only through the Depository and the Depository
Participants and shall be limited to



                                      146
<PAGE>


those established by law and agreements between the Owners of such Certificates
and the Depository and/or the Depository Participants. Pursuant to the
Depository Agreement, unless and until Definitive Certificates are issued
pursuant to Section 6.08, the Depository will make book-entry transfers among
the Depository Participants and receive and transmit distributions of principal
and interest on the related Certificates to such Depository Participants;

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

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

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

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

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

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

         Section 6.07 NOTICES TO DEPOSITORY.

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

         Section 6.08 DEFINITIVE CERTIFICATES.

         If, after Book-Entry Certificates have been issued with respect to any
Certificates, (a) the Depositor or the Depository advises the Trustee that the
Depository is no longer willing or able



                                      147
<PAGE>


to discharge properly its responsibilities under the Depository Agreement with
respect to such Certificates and the Depositor is unable to locate a qualified
successor or (b) the Depositor, at its sole option, advises the Trustee that it
elects to terminate the book-entry system with respect to such Certificates
through the Depository, then the Trustee shall notify all Certificate Owners of
such Certificates, through the Depository, of the occurrence of any such event
and of the availability of Definitive Certificates to applicable Certificate
Owners requesting the same. The Depositor shall provide the Trustee with an
adequate inventory of certificates to facilitate the issuance and transfer of
Definitive Certificates. Upon surrender to the Trustee of any such Certificates
by the Depository, accompanied by registration instructions from the Depository
for registration, the Trustee shall countersign and deliver such Definitive
Certificates. Neither the Depositor nor the Trustee shall be liable for any
delay in delivery of such instructions and each may conclusively rely on, and
shall be protected in relying on, such instructions.

         In addition, if an Event of Default has occurred and is continuing,
each Certificate Owner materially adversely affected thereby may at its option
request a Definitive Certificate evidencing such Certificate Owner's Voting
Rights in the related Class of Certificates. In order to make such request, such
Certificate Owner shall, subject to the rules and procedures of the Depository,
provide the Depository or the related Depository Participant with directions for
the Trustee to exchange or cause the exchange of the Certificate Owner's
interest in such Class of Certificates for an equivalent Voting Right in fully
registered definitive form. Upon receipt by the Trustee of instructions from the
Depository directing the Trustee to effect such exchange (such instructions to
contain information regarding the Class of Certificates and the Certificate
Principal Balance being exchanged, the Depository Participant account to be
debited with the decrease, the registered Holder of and delivery instructions
for the definitive Certificate, and any other information reasonably required by
the Trustee), (i) the Trustee shall instruct the Depository to reduce the
related Depository Participant's account by the aggregate Certificate Principal
Balance of the definitive Certificate, (ii) the Trustee shall execute,
authenticate and deliver, in accordance with the registration and delivery
instructions provided by the Depository, a definitive Certificate evidencing
such Certificate Owner's Voting Rights in such Class of Certificates and (iii)
the Trustee shall execute and authenticate a new Book-Entry Certificate
reflecting the reduction in the Certificate Principal Balance of such Class of
Certificates by the amount of the definitive Certificates.

         Section 6.09 MAINTENANCE OF OFFICE OR AGENCY.

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



                                      148
<PAGE>


                                  ARTICLE VII

                      THE DEPOSITOR AND THE MASTER SERVICER

         Section 7.01 LIABILITIES OF THE DEPOSITOR AND THE MASTER SERVICER.

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

         Section 7.02 MERGER OR CONSOLIDATION OF THE DEPOSITOR OR THE MASTER
SERVICER.

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

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

         Section 7.03 INDEMNIFICATION OF THE TRUSTEE AND THE MASTER SERVICER.

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



                                      149
<PAGE>


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

         Section 7.04 LIMITATIONS ON LIABILITY OF THE DEPOSITOR, THE MASTER
SERVICER AND OTHERS. Subject to the obligation of the Master Servicer to
indemnify the Indemnified Persons pursuant to Section 7.03:

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

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

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

         (d) Neither the Depositor nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal action that is not
incidental to its duties under this Agreement and that in its opinion may
involve it in any expense or liability; provided, however, the Master Servicer
may in its discretion, with the consent of the Trustee (which consent shall not
be unreasonably withheld), undertake any such action which it may deem necessary
or



                                      150
<PAGE>


desirable with respect to this Agreement and the rights and duties of the
parties hereto and the interests of the Certificateholders hereunder. In such
event, the legal expenses and costs of such action and any liability resulting
therefrom (expect any loss, liability or expense incurred by reason of reckless
disregard of obligations and duties hereunder) shall be expenses, costs and
liabilities of the Trust Fund, and the Master Servicer shall be entitled to be
reimbursed therefor out of the Protected Account as provided by Section 4.02.
Nothing in this Subsection 7.04(d) shall affect the Master Servicer's obligation
to service and administer the Mortgage Loans pursuant to Article III.

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

         Section 7.05 MASTER SERVICER NOT TO RESIGN. Except as provided in
Section 7.07, the Master Servicer shall not resign from the obligations and
duties hereby imposed on it except (i) with the prior consent of the Trustee
(which consents shall not be unreasonably withheld) or (ii) upon a determination
that any such duties hereunder are no longer permissible under applicable law
and such impermissibility cannot be cured. Any such determination permitting the
resignation of the Master Servicer shall be evidenced by an Opinion of Counsel,
addressed to and delivered to, the Trustee. No such resignation by the Master
Servicer shall become effective until the Trustee or a successor to the Master
Servicer reasonably satisfactory to the Trustee shall have assumed the
responsibilities and obligations of the Master Servicer in accordance with
Section 8.02 hereof. The Trustee shall notify the Rating Agencies of the
resignation of the Master Servicer.

         Section 7.06 SUCCESSOR MASTER SERVICER. In connection with the
appointment of any successor Master Servicer or the assumption of the duties of
the Master Servicer, the Trustee may make such arrangements for the compensation
of such successor master servicer out of payments on the Mortgage Loans as the
Trustee and such successor master servicer shall agree. If the successor master
servicer does not agree that such market value is a fair price, such successor
master servicer shall obtain two quotations of market value from third parties
actively engaged in the servicing of single family mortgage loans. In no event
shall the compensation of any successor master servicer exceed that permitted
the Master Servicer hereunder without the consent of all of the
Certificateholders.

         Section 7.07 SALE AND ASSIGNMENT OF MASTER SERVICING. The Master
Servicer may sell and assign its rights and delegate its duties and obligations
in its entirety as Master Servicer under this Agreement; provided, however,
that: (i) the purchaser or transferee accepting such assignment and delegation
(a) shall be a Person which shall be qualified to service mortgage loans for
Fannie Mae or Freddie Mac; (b) shall have a net worth of not less than
$10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause
(ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced
in a writing signed by the Trustee); and (d) shall execute and deliver to the
Trustee an agreement, in form and substance reasonably satisfactory to the
Trustee, which contains an assumption by such Person of the due and punctual
performance and observance of each covenant and condition to be performed or
observed by it as



                                      151
<PAGE>


master servicer under this Agreement, any custodial agreement from and after the
effective date of such agreement; (ii) each Rating Agency shall be given prior
written notice of the identity of the proposed successor to the Master Servicer
and each Rating Agency's rating of the Certificates in effect immediately prior
to such assignment, sale and delegation will not be downgraded, qualified or
withdrawn as a result of such assignment, sale and delegation, as evidenced by a
letter to such effect delivered to the Master Servicer, the Trustee; and (iii)
the Master Servicer assigning and selling the master servicing shall deliver to
the Trustee an Officer's Certificate and an Opinion of Counsel addressed to the
Trustee, each stating that all conditions precedent to such action under this
Agreement have been completed and such action is permitted by and complies with
the terms of this Agreement. No such assignment or delegation shall affect any
liability of the Master Servicer arising prior to the effective date thereof.



                                      152
<PAGE>


                                  ARTICLE VIII

                     DEFAULT; TERMINATION OF MASTER SERVICER

         Section 8.01 EVENTS OF DEFAULT.

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

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

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

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

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

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

                  (vi) the Master Servicer assigns or delegates its duties or
         rights under this Agreement in contravention of the provisions
         permitting such assignment or delegation under Sections 7.05 or 7.07;
         or



                                      153
<PAGE>


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

         If an Event of Default shall occur, then, and in each and every such
case, so long as such Event of Default shall not have been remedied, the Trustee
may, and at the direction of the Holders of Certificates evidencing not less
than 25% of the Voting Rights evidenced by the Certificates, the Trustee shall
in the case of any Event of Default described in clauses (i) through (vii)
above, by notice in writing to the Master Servicer (with a copy to each Rating
Agency), terminate all of the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof,
other than its rights as a Certificateholder hereunder. On or after the receipt
by the Master Servicer of such written notice, all authority and power of the
Master Servicer hereunder, whether with respect to the Mortgage Loans or
otherwise, shall pass to and be vested in the Trustee, or any successor
appointed pursuant to Section 8.02 (a "Successor Master Servicer"). Such
Successor Master Servicer shall thereupon if such Successor Master Servicer is a
successor to the Master Servicer, make any Advance required by Article V,
subject, in the case of the Trustee, to Section 8.02. The Trustee is hereby
authorized and empowered to execute and deliver, on behalf of the terminated
Master Servicer, as attorney- in-fact or otherwise, any and all documents and
other instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of any Mortgage Loans and
related documents, or otherwise. Unless expressly provided in such written
notice, no such termination shall affect any obligation of the Master Servicer
to pay amounts owed pursuant to Article VII or Article IX. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the applicable Successor Master Servicer of all cash amounts
which shall at the time be credited to the Protected Account maintained pursuant
to Section 4.02, or thereafter be received with respect to the applicable
Mortgage Loans. The Trustee shall promptly notify the Rating Agencies of the
occurrence of an Event of Default known to the Trustee.

         Notwithstanding any termination of the activities of the Master
Servicer hereunder, the Master Servicer shall be entitled to receive, out of any
late collection of a Scheduled Payment on a Mortgage Loan that was due prior to
the notice terminating the Master Servicer's rights and obligations as Master
Servicer hereunder and received after such notice, that portion thereof to which
the Master Servicer would have been entitled pursuant to Sections 4.02 and to
receive any other amounts payable to the Master Servicer hereunder the
entitlement to which arose prior to the termination of its activities hereunder.

         Notwithstanding the foregoing, if an Event of Default described in
clause (vii) of this Section 8.01 shall occur, the Trustee shall, by notice in
writing to the Master Servicer, which may be delivered by telecopy, immediately
terminate all of the rights and obligations of the Master Servicer thereafter
arising under this Agreement, but without prejudice to any rights it may have as
a Certificateholder or to reimbursement of Advances and other advances of its
own funds, and the Trustee shall act as provided in Section 8.02 to carry out
the duties of the Master Servicer, including the obligation to make any Advance
the nonpayment of which was an Event



                                      154
<PAGE>


of Default described in clause (vii) of this Section 8.01. Any such action
taken by the Trustee must be prior to the distribution on the relevant
Distribution Date.

         Section 8.02 TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.

         On and after the time the Master Servicer receives a notice of
termination pursuant to Section 8.01 hereof the Trustee shall automatically
become the successor to the Master Servicer with respect to the transactions set
forth or provided for herein and after a transition period (not to exceed 90
days), shall be subject to all the responsibilities, duties and liabilities
relating thereto placed on the Master Servicer by the terms and provisions
hereof; provided, however that, pursuant to Article V hereof, the Trustee in its
capacity as successor Master Servicer shall be responsible for making any
Advances required to be made by the Master Servicer immediately upon the
termination of the Master Servicer and any such Advance shall be made on the
Distribution Date on which such Advance was required to be made by the
predecessor Master Servicer. Effective on the date of such notice of
termination, as compensation therefor, the Trustee shall be entitled to all
compensation, reimbursement of expenses and indemnification that the Master
Servicer would have been entitled to if it had continued to act hereunder,
provided, however, that the Trustee shall not be (i) liable for any acts or
omissions of the Master Servicer, (ii) obligated to make Advances if it is
prohibited from doing so under applicable law, (iii) responsible for expenses of
the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses
on any Permitted Investment directed by the Master Servicer. Notwithstanding the
foregoing, the Trustee may, if it shall be unwilling to so act, or shall, if it
is prohibited by applicable law from making Advances pursuant to Article V or if
it is otherwise unable to so act, appoint, or petition a court of competent
jurisdiction to appoint, any established mortgage loan servicing institution the
appointment of which does not adversely affect the then current rating of the
Certificates by each Rating Agency as the successor to the Master Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Master Servicer hereunder. Any Successor Master Servicer
shall (i) be an institution that is a Fannie Mae and Freddie Mac approved
seller/servicer in good standing, that has a net worth of at least $15,000,000,
(ii) be acceptable to the Trustee (which consent shall not be unreasonably
withheld) and (iii) be willing to act as successor servicer of any Mortgage
Loans under this Agreement, and shall have executed and delivered to the
Depositor and the Trustee an agreement accepting such delegation and assignment,
that contains an assumption by such Person of the rights, powers, duties,
responsibilities, obligations and liabilities of the Master Servicer (other than
any liabilities of the Master Servicer hereof incurred prior to termination of
the Master Servicer under Section 8.01 or as otherwise set forth herein), with
like effect as if originally named as a party to this Agreement, provided that
each Rating Agency shall have acknowledged in writing that its rating of the
Certificates in effect immediately prior to such assignment and delegation will
not be qualified or reduced as a result of such assignment and delegation. If
the Trustee assumes the duties and responsibilities of the Master Servicer in
accordance with this Section 8.02, the Trustee shall not resign as Master
Servicer until a Successor Master Servicer has been appointed and has accepted
such appointment. Pending appointment of a successor to the Master Servicer
hereunder, the Trustee, unless the Trustee is prohibited by law from so acting,
shall act in such capacity as hereinabove provided. In connection with such
appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans or otherwise as
it and such successor shall agree; provided that no such compensation unless
agreed to by the Certificateholders shall be in excess of that permitted the



                                      155
<PAGE>


Master Servicer hereunder. The Trustee and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any
such succession. Neither the Trustee nor any other Successor Master Servicer
shall be deemed to be in default hereunder by reason of any failure to make, or
any delay in making, any distribution hereunder or any portion thereof or any
failure to perform, or any delay in performing, any duties or responsibilities
hereunder, in either case caused by the failure of the Master Servicer to
deliver or provide, or any delay in delivering or providing, any cash,
information, documents or records to it.

         The costs and expenses of the Trustee in connection with the
termination of the Master Servicer, appointment of a Successor Master Servicer
and, if applicable, any transfer of servicing, including, without limitation,
all costs and expenses associated with the complete transfer of all servicing
data and the completion, correction or manipulation of such servicing data as
may be required by the Trustee to correct any errors or insufficiencies in the
servicing data or otherwise to enable the Trustee or the Successor Master
Servicer to service the related Mortgage Loans properly and effectively, to the
extent not paid by the terminated Master Servicer, shall be payable to the
Trustee pursuant to Section 9.05. Any successor to the Master Servicer as
successor servicer under any Subservicing Agreement shall give notice to the
applicable Mortgagors of such change of servicer and shall, during the term of
its service as successor servicer maintain in force the policy or policies that
the Master Servicer is required to maintain pursuant to Section 3.08.

         Section 8.03 NOTIFICATION TO CERTIFICATEHOLDERS.

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

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

         Section 8.04 WAIVER OF DEFAULTS.

         The Trustee shall transmit by mail to all Certificateholders, within 60
days after the occurrence of any Event of Default actually known to a
Responsible Officer of the Trustee, unless such Event of Default shall have been
cured, notice of each such Event of Default hereunder known to the Trustee. The
Holders of Certificates evidencing not less than 51% of the Voting Rights may,
on behalf of all Certificateholders, waive any default by the Master Servicer in
the performance of its obligations hereunder and the consequences thereof,
except a default in the making of or the causing to be made of any required
distribution on the Certificates. Upon any such waiver of a past default, such
default shall be deemed to cease to exist, and any Event of Default arising
therefrom shall be deemed to have been timely remedied for every purpose of this
Agreement. No such waiver shall extend to any subsequent or other default or
impair any right consequent thereon except to the extent expressly so waived.
The Trustee shall give notice of any such waiver to the Rating Agencies.



                                      156
<PAGE>


                                   ARTICLE IX

                             CONCERNING THE TRUSTEE

         Section 9.01 DUTIES OF TRUSTEE.

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

         (b) Upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments which are specifically
required to be furnished to the Trustee pursuant to any provision of this
Agreement, the Trustee shall examine them to determine whether they are in the
form required by this Agreement; provided, however, that the Trustee shall not
be responsible for the accuracy or content of any resolution, certificate,
statement, opinion, report, document, order or other instrument furnished by the
Master Servicer; provided, further, that the Trustee shall not be responsible
for the accuracy or verification of any calculation provided to it pursuant to
this Agreement.

         (c) On each Distribution Date, the Trustee shall make monthly
distributions and the final distribution to the Certificateholders from funds in
the Distribution Account as provided in Sections 5.04 and 10.01 herein.

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

                  (i) Prior to the occurrence of an Event of Default, and after
         the curing or waiver of all such Events of Default which may have
         occurred, the duties and obligations of the Trustee shall be determined
         solely by the express provisions of this Agreement, the Trustee shall
         not be liable except for the performance of their respective duties and
         obligations as are specifically set forth in this Agreement, no implied
         covenants or obligations shall be read into this Agreement against the
         Trustee and, in the absence of bad faith on the part of the Trustee,
         the Trustee may conclusively rely, as to the truth of the statements
         and the correctness of the opinions expressed therein, upon any
         certificates or opinions furnished to the Trustee and conforming to the
         requirements of this Agreement;

                  (ii) The Trustee shall not be liable in its individual
         capacity for an error of judgment made in good faith by a Responsible
         Officer or Responsible Officers of the Trustee unless it shall be
         proved that the Trustee was negligent in ascertaining the pertinent
         facts;



                                      157
<PAGE>


                  (iii) The Trustee shall not be liable with respect to any
         action taken, suffered or omitted to be taken by it in good faith in
         accordance with the directions of the Holders of Certificates
         evidencing not less than 25% of the aggregate Voting Rights of the
         Certificates (or such other percentage as specifically set forth
         herein), if such action or non-action relates to the time, method and
         place of conducting any proceeding for any remedy available to the
         Trustee or exercising any trust or other power conferred upon the
         Trustee under this Agreement;

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

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

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

                  (vii) None of the Master Servicer, the Seller, the Depositor
         or the Trustee shall be responsible for the acts or omissions of the
         other, it being understood that this Agreement shall not be construed
         to render them partners, joint venturers or agents of one another.

The Trustee shall not be required to expend or risk its own funds or otherwise
incur financial liability in the performance of any of its duties hereunder, or
in the exercise of any of its rights or powers, if there is reasonable ground
for believing that the repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it, and none of the
provisions contained in this Agreement shall in any event require the Trustee to
perform, or be responsible for the manner of performance of, any of the
obligations of the Master Servicer.

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

         Section 9.02 CERTAIN MATTERS AFFECTING THE TRUSTEE.

         (a) Except as otherwise provided in Section 10.01:

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



                                      158
<PAGE>


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

                  (iii) The Trustee shall not be under any obligation to
         exercise any of the trusts or powers vested in it by this Agreement,
         other than its obligation to give notices pursuant to this Agreement,
         or to institute, conduct or defend any litigation hereunder or in
         relation hereto at the request, order or direction of any of the
         Certificateholders pursuant to the provisions of this Agreement, unless
         such Certificateholders shall have offered to the Trustee reasonable
         security or indemnity against the costs, expenses and liabilities which
         may be incurred therein or thereby. Nothing contained herein shall,
         however, relieve the Trustee of the obligation, upon the occurrence of
         an Event of Default of which a Responsible Officer of the Trustee has
         actual knowledge (which has not been cured or waived), to exercise such
         of the rights and powers vested in it by this Agreement, and to use the
         same degree of care and skill in their exercise, as a prudent person
         would exercise under the circumstances in the conduct of his own
         affairs;

                  (iv) The Trustee shall not be liable in its individual
         capacity for any action taken, suffered or omitted by it in good faith
         and believed by it to be authorized or within the discretion or rights
         or powers conferred upon it by this Agreement;

                  (v) The Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, consent,
         order, approval, bond or other paper or document, unless requested in
         writing to do so by Holders of Certificates evidencing not less than
         25% of the aggregate Voting Rights of the Certificates and provided
         that the payment within a reasonable time to the Trustee of the costs,
         expenses or liabilities likely to be incurred by it in the making of
         such investigation is, in the opinion of the Trustee reasonably assured
         to the Trustee by the security afforded to it by the terms of this
         Agreement. The Trustee may require reasonable indemnity against such
         expense or liability as a condition to taking any such action. The
         reasonable expense of every such examination shall be paid by the
         Certificateholders requesting the investigation;

                  (vi) The Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or through
         Affiliates, agents or attorneys; provided, however, that the Trustee
         may not appoint any paying agent to perform any paying agent functions
         under this Agreement without the express written consent of the Master
         Servicer, which consents will not be unreasonably withheld. The Trustee
         shall not be liable or responsible for the misconduct or negligence of
         any of the Trustee's agents or attorneys or paying agent appointed
         hereunder by the Trustee with due care and, when required, with the
         consent of the Master Servicer;

                  (vii) Should the Trustee deem the nature of any action
         required on its part to be unclear, the Trustee may require prior to
         such action that it be provided by the Depositor with reasonable
         further instructions; the right of the Trustee to perform any
         discretionary act enumerated in this Agreement shall not be construed
         as a duty, and the Trustee shall



                                      159
<PAGE>

         not be accountable for other than its negligence or willful misconduct
         in the performance of any such act;

                  (viii) The Trustee shall not be required to give any bond or
         surety with respect to the execution of the trust created hereby or the
         powers granted hereunder, except as provided in Subsection 9.07; and

                  (ix) The Trustee shall not have any duty to conduct any
         affirmative investigation as to the occurrence of any condition
         requiring the repurchase of any Mortgage Loan by any Person pursuant to
         this Agreement, or the eligibility of any Mortgage Loan for purposes of
         this Agreement.

         (b) The Trustee is hereby directed by the Depositor to execute and
deliver the Swap Administration Agreement. Amounts payable by the Trustee on any
Distribution Date to the Swap Administrator shall be paid by the Trustee as
provided herein. The Trustee in its individual capacity shall have no
responsibility for any of the undertakings, agreements or representations with
respect to the Swap Agreement or the Swap Administration Agreement, including,
without limitation, for making any payments thereunder.

         It is acknowledged and agreed that the Person serving as Trustee
hereunder shall also serve as Swap Administrator under the Swap Administration
Agreement and the Swap Agreement. The Swap Administrator is hereby directed by
the Depositor to execute and deliver the Swap Administration Agreement and the
Swap Agreement, and to make the representations required therein. The Swap
Administrator shall not have any liability for any failure or delay in payments
to the Trust which are required under the Swap Administration Agreement where
such failure or delay is due to the failure or delay of the Swap Provider in
making such payment to the Swap Administrator. The Swap Administrator shall be
entitled to be indemnified and held harmless by the Trust from and against any
and all losses, claims, expenses or other liabilities that arise by reason of or
in connection with the performance or observance by the Swap Administrator of
its duties or obligations under the Swap Agreement or the Swap Administration
Agreement, except to the extent that the same is due to the Swap Administrator's
gross negligence, willful misconduct or fraud. Any Person appointed as successor
trustee pursuant to Section 9.09 shall also be required to serve as successor
Swap Administrator under the Swap Agreement and the Swap Administration
Agreement.

         Section 9.03 TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS.

         The recitals contained herein and in the Certificates (other than the
signature and countersignature of the Trustee on the Certificates) shall be
taken as the statements of the Depositor, and the Trustee shall not have any
responsibility for their correctness. The Trustee makes no representation as to
the validity or sufficiency of the Certificates (other than the signature and
countersignature of the Trustee on the Certificates) or of any Mortgage Loan
except as expressly provided in Sections 2.02 and 2.06 hereof; provided,
however, that the foregoing shall not relieve the Trustee, or the Custodian on
its behalf, of the obligation to review the Mortgage Files pursuant to Section
2.02 of this Agreement. The Trustee's signature and countersignature (or
countersignature of its agent) on the Certificates shall be solely in its
capacity as Trustee and shall not constitute the Certificates an obligation of
the Trustee in any



                                      160
<PAGE>


other capacity. The Trustee shall not be accountable for the use or application
by the Depositor of any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Depositor
with respect to the Mortgage Loans. Subject to Section 2.06, the Trustee shall
not be responsible for the legality or validity of this Agreement or any
document or instrument relating to this Agreement, the validity of the execution
of this Agreement or of any supplement hereto or instrument of further
assurance, or the validity, priority, perfection or sufficiency of the security
for the Certificates issued hereunder or intended to be issued hereunder. The
Trustee shall not at any time have any responsibility or liability for or with
respect to the legality, validity and enforceability of any Mortgage or any
Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance
of any such perfection and priority, or for or with respect to the sufficiency
of the Trust Fund or its ability to generate the payments to be distributed to
Certificateholders, under this Agreement. The Trustee shall not be responsible
for filing any financing or continuation statement in any public office at any
time or to otherwise perfect or maintain the perfection of any security interest
or lien granted to it hereunder or to record this Agreement.

         Section 9.04 TRUSTEE MAY OWN CERTIFICATES.

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

         Section 9.05 TRUSTEE'S FEES AND EXPENSES.

         The Trustee will be entitled to recover from the Distribution Account
pursuant to Section 4.05, the Trustee Fee, all reasonable out of pocket
expenses, disbursements and advances and the expenses of the Trustee in
connection with any Event of Default (or anything related thereto, including any
determination that an Event of Default does or does not exist), any breach of
this Agreement or any claim or legal action (including any pending or threatened
claim or legal action) incurred or made by the Trustee in the administration of
the trusts hereunder (including the reasonable compensation, expenses and
disbursements of its counsel) except any such expense, disbursement or advance
as may arise from its negligence or intentional misconduct or which is the
responsibility of the Certificateholders hereunder. If funds in the Distribution
Account are insufficient therefor, the Trustee shall recover such expenses,
disbursements or advances from the Depositor and the Depositor hereby agrees to
pay such expenses, disbursements or advances. Such compensation and
reimbursement obligation shall not be limited by any provision of law in regard
to the compensation of a trustee of an express trust.

         Section 9.06 ELIGIBILITY REQUIREMENTS FOR TRUSTEE.

         The Trustee and any successor Trustee shall during the entire duration
of this Agreement be a state bank or trust company or a national banking
association organized and doing business under the laws of a state or the United
States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus and undivided profits of at least
$50,000,000, subject to supervision or examination by federal or state authority
and rated "BBB" or higher by Fitch with respect to their long-term rating and
rated "BBB" or higher by S&P and "Baa2" or higher by Moody's with respect to any
outstanding long-term unsecured



                                      161
<PAGE>


unsubordinated debt, and, in the case of a successor Trustee other than pursuant
to Section 9.10, rated in one of the two highest long-term debt categories by
each Rating Agency (at least "AA-" in the case of S&P) or otherwise acceptable
to, each of the Rating Agencies and have a short-term debt rating of at least
"A-1" from S&P, or otherwise acceptable to, S&P. The Trustee shall not be an
Affiliate of the Master Servicer. If the Trustee publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section 9.06
the combined capital and surplus of such corporation shall be deemed to be its
total equity capital (combined capital and surplus) as set forth in its most
recent report of condition so published. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section 9.06, the
Trustee shall resign immediately in the manner and with the effect specified in
Section 9.08.

         Section 9.07 INSURANCE.

         The Trustee, at its own expense, shall at all times maintain and keep
in full force and effect: (i) fidelity insurance, (ii) theft of documents
insurance and (iii) forgery insurance (which may be collectively satisfied by a
"Financial Institution Bond" and/or a "Bankers' Blanket Bond"); provided, that
such insurance may be provided through self-insurance so long as the Trustee is
rated "A" or better by S&P and "A1" or better by Moody's. All such insurance
shall be in amounts, with standard coverage and subject to deductibles, as are
customary for insurance typically maintained by banks or their affiliates which
act as custodians for investor-owned mortgage pools. A certificate of an officer
of the Trustee as to the Trustee's compliance with this Section 9.07 shall be
furnished to any Certificateholder upon reasonable written request.

         Section 9.08 RESIGNATION AND REMOVAL OF TRUSTEE.

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

         If at any time (i) the Trustee shall cease to be eligible in accordance
with the provisions of Section 9.06 hereof and shall fail to resign after
written request thereto by the Depositor, (ii) the Trustee shall become
incapable of acting, or shall be adjudged as bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, or
(iii)(A) a tax is imposed with respect to the Trust Fund by any state in which
the Trustee or the Trust Fund is located, (B) the imposition of such tax would
be avoided by the appointment of a different trustee and (C) the Trustee fails
to indemnify the Trust Fund against such tax, then the Depositor or the Master
Servicer may remove the Trustee and appoint a successor trustee by written
instrument, in multiple copies, a copy of which instrument shall be delivered to
the Trustee, the Master Servicer and the successor trustee.



                                      162
<PAGE>


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

         Any resignation or removal of LaSalle Bank National Association as
Trustee shall also result in the resignation or removal, as applicable, of
LaSalle Bank National Association as Swap Administrator. Any resignation or
removal of the Trustee and appointment of a successor trustee pursuant to any of
the provisions of this Section 9.08 shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 9.09 hereof and upon
acceptance of appointment by a successor swap administrator under the Swap
Administration Agreement.

         Section 9.09 SUCCESSOR TRUSTEE.

         Any successor trustee appointed as provided in Section 9.08 hereof
shall execute, acknowledge and deliver to the Depositor, to its predecessor
trustee, the Master Servicer an instrument accepting such appointment hereunder
and thereupon the resignation or removal of the predecessor trustee shall become
effective and such successor trustee without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as trustee herein.

         No successor trustee shall accept appointment as provided in this
Section 9.09 unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 9.07 hereof and its appointment
shall not adversely affect the then current rating of the Certificates.

         Upon acceptance of appointment by a successor trustee as provided in
this Section 9.09, the successor trustee shall mail notice of the succession of
such trustee hereunder to all Holders of Certificates. If the successor trustee
fails to mail such notice within ten days after acceptance of appointment, the
Depositor shall cause such notice to be mailed at the expense of the Trust Fund.

         Section 9.10 MERGER OR CONSOLIDATION OF TRUSTEE.

         Any corporation, state bank or national banking association into which
the Trustee may be merged or converted or with which it may be consolidated or
any corporation, state bank or national banking association resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation, state bank or national banking association succeeding to
substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such corporation shall be
eligible under the provisions of Section 9.06 hereof without the execution or
filing of any paper or further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.



                                      163
<PAGE>


         Section 9.11 APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.

         Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust Fund or property securing any Mortgage Note may at the
time be located, the Master Servicer and the Trustee acting jointly shall have
the power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Trustee to act as co-trustee or co-trustees jointly with
the Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity and for the
benefit of the Certificateholders, such title to the Trust Fund or any part
thereof, whichever is applicable, and, subject to the other provisions of this
Section 9.11, such powers, duties, obligations, rights and trusts as the Master
Servicer and the Trustee may consider necessary or desirable. If the Master
Servicer shall not have joined in such appointment within 15 days after the
receipt by it of a request to do so, or in the case an Event of Default shall
have occurred and be continuing, the Trustee alone shall have the power to make
such appointment. No co-trustee or separate trustee hereunder shall be required
to meet the terms of eligibility as a successor trustee under Section 9.06 and
no notice to Certificateholders of the appointment of any co-trustee or separate
trustee shall be required under Section 9.09.

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

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

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

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

         Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article IX. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Trustee or separately, as
may be provided



                                      164
<PAGE>


therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the
liability of, or affording protection to, the Trustee. Every such instrument
shall be filed with the Trustee and a copy thereof given to the Master Servicer
and the Depositor.

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

         Section 9.12 TAX MATTERS.

         It is intended that the Trust Fund shall constitute, and that the
affairs of the Trust Fund shall be conducted so that each REMIC formed hereunder
qualifies as, a "real estate mortgage investment conduit" as defined in and in
accordance with the REMIC Provisions. In furtherance of such intention, the
Trustee covenants and agrees that it shall act as agent (and the Trustee is
hereby appointed to act as agent) on behalf of the Trust Fund. The Trustee, as
agent on behalf of the Trust Fund, shall do or refrain from doing, as
applicable, the following: (a) the Trustee shall prepare and file, or cause to
be prepared and filed, in a timely manner, U.S. Real Estate Mortgage Investment
Conduit Income Tax Returns (Form 1066 or any successor form adopted by the
Internal Revenue Service) and prepare and file or cause to be prepared and filed
with the Internal Revenue Service and applicable state or local tax authorities
income tax or information returns for each taxable year with respect to each
such REMIC containing such information and at the times and in the manner as may
be required by the Code or state or local tax laws, regulations, or rules, and
furnish or cause to be furnished to Certificateholders the schedules, statements
or information at such times and in such manner as may be required thereby; (b)
the Trustee shall apply for an employer identification number with the Internal
Revenue Service via a Form SS-4 or other comparable method for each REMIC that
is or becomes a taxable entity, and within thirty days of the Closing Date,
furnish or cause to be furnished to the Internal Revenue Service, on Forms 8811
or as otherwise may be required by the Code, the name, title, address, and
telephone number of the Person that the Holders of the Certificates may contact
for tax information relating thereto, together with such additional information
as may be required by such Form, and update such information at the time or
times in the manner required by the Code for the Trust Fund; (c) the Trustee
shall make or cause to be made elections, on behalf of each REMIC formed
hereunder to be treated as a REMIC on the federal tax return of such REMIC for
its first taxable year (and, if necessary, under applicable state law); (d) the
Trustee shall prepare and forward, or cause to be prepared and forwarded, to the
Certificateholders and to the Internal Revenue Service and, if necessary, state
tax authorities, all information returns and reports as and when required to be
provided to them in accordance with the REMIC Provisions, including without
limitation, the calculation of any original issue discount using the Prepayment
Assumption; (e) the Trustee shall provide information necessary for the
computation of tax imposed on the Transfer of a Residual Certificate to a Person
that is not a Permitted Transferee, or an agent (including a broker, nominee or
other middleman) of a Person that is not a Permitted Transferee, or a
pass-through entity in which a Person that is not a Permitted Transferee is the
record Holder of an interest (the reasonable cost of computing and furnishing
such information



                                      165
<PAGE>


may be charged to the Person liable for such tax); (f) the Trustee shall, to the
extent under its control, conduct the affairs of the Trust Fund at all times
that any Certificates are outstanding so as to maintain the status of each REMIC
formed hereunder as a REMIC under the REMIC Provisions; (g) the Trustee shall
not knowingly or intentionally take any action or omit to take any action that
would cause the termination of the REMIC status of any REMIC formed hereunder;
(h) the Trustee shall pay, from the sources specified in the penultimate
paragraph of this Section 9.12, the amount of any federal, state and local
taxes, including prohibited transaction taxes as described below, imposed on any
REMIC formed hereunder prior to the termination of the Trust Fund when and as
the same shall be due and payable (but such obligation shall not prevent the
Trustee or any other appropriate Person from contesting any such tax in
appropriate proceedings and shall not prevent the Trustee from withholding
payment of such tax, if permitted by law, pending the outcome of such
proceedings); (i) the Trustee shall maintain records relating to each REMIC
formed hereunder including but not limited to the income, expenses, assets and
liabilities of each such REMIC and adjusted basis of the Trust Fund property
determined at such intervals as may be required by the Code, as may be necessary
to prepare the foregoing returns, schedules, statements or information; (j) the
Trustee shall, for federal income tax purposes, maintain books and records with
respect to the REMICs on a calendar year and on an accrual basis; (k) the
Trustee shall not enter into any arrangement not otherwise provided for in this
Agreement by which the REMICs will receive a fee or other compensation for
services nor permit the REMICs to receive any income from assets other than
"qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted
investments" as defined in Section 860G(a)(5) of the Code; and (l) as and when
necessary and appropriate, the Trustee, at the expense of the Trust Fund, shall
represent the Trust Fund in any administrative or judicial proceedings relating
to an examination or audit by any governmental taxing authority, request an
administrative adjustment as to any taxable year of any REMIC formed hereunder,
enter into settlement agreements with any governmental taxing agency, extend any
statute of limitations relating to any tax item of the Trust Fund, and otherwise
act on behalf of each REMIC formed hereunder in relation to any tax matter
involving any such REMIC.

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

         In the event that any tax is imposed on "prohibited transactions" of
any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI as defined in
Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of
the Trust Fund as defined in Section 860G(c) of the Code, on any contribution to
any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI after the
Startup Day pursuant to Section 860G(d) of the Code, or



                                      166
<PAGE>


any other tax is imposed, including, without limitation, any federal, state or
local tax or minimum tax imposed upon any of REMIC I, REMIC II, REMIC III, REMIC
IV, REMIC V or REMIC VI, and is not paid as otherwise provided for herein, such
tax shall be paid by (i) the Trustee, if any such other tax arises out of or
results from a breach by the Trustee of any of its obligations under this
Agreement, (ii) any party hereto (other than the Trustee) to the extent any such
other tax arises out of or results from a breach by such other party of any of
its obligations under this Agreement or (iii) in all other cases, or in the
event that any liable party hereto fails to honor its obligations under the
preceding clauses (i) or (ii), any such tax will be paid first with amounts
otherwise to be distributed to the Class R Certificateholders, and second with
amounts otherwise to be distributed to all other Certificateholders in the
following order of priority: first, to the Class M-8 Certificates, second, to
the Class M-7 Certificates, third, to the Class M-6 Certificates, fourth, to the
Class M-5 Certificates, fifth, to the Class M-4 Certificates, sixth, to the
Class M-3 Certificates, seventh, to the Class M-2 Certificates, eighth, to the
Class M-1 Certificates, and ninth, to the Class A Certificates (PRO RATA based
on the amounts to be distributed). Notwithstanding anything to the contrary
contained herein, to the extent that such tax is payable by the Holder of any
Certificates, the Trustee is hereby authorized to retain on any Distribution
Date, from the Holders of the Class R Certificates (and, if necessary, second,
from the Holders of the other Certificates in the priority specified in the
preceding sentence), funds otherwise distributable to such Holders in an amount
sufficient to pay such tax. The Trustee shall promptly notify in writing the
party liable for any such tax of the amount thereof and the due date for the
payment thereof.

         The Trustee agrees that, in the event it should obtain any information
necessary for the other party to perform its obligations pursuant to this
Section 9.12, it will promptly notify and provide such information to such other
party.



                                      167
<PAGE>


                                   ARTICLE X

                                   TERMINATION

         Section 10.01 TERMINATION UPON LIQUIDATION OR REPURCHASE OF ALL
MORTGAGE LOANS.

         Subject to Section 10.03, the obligations and responsibilities of the
Depositor, the Master Servicer, the Seller and the Trustee created hereby with
respect to the Trust Fund shall terminate upon the earlier of (a) the purchase
by the Majority Class CE Certificateholder (or its designee) or the Master
Servicer, as applicable, of all of the Mortgage Loans (and REO Properties)
remaining in the Trust Fund at a price (the "Mortgage Loan Purchase Price")
equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage
Loan (other than in respect of REO Property), (ii) accrued interest thereon at
the applicable Mortgage Rate to, but not including, the first day of the month
of such purchase, (iii) the appraised value of any REO Property in the Trust
Fund (up to the Stated Principal Balance of the related Mortgage Loan), such
appraisal to be conducted by an appraiser mutually agreed upon by the Master
Servicer and the Trustee, (iv) unreimbursed out-of pocket costs of the Master
Servicer, including unreimbursed servicing advances and the principal portion of
any unreimbursed Advances, made on the Mortgage Loans prior to the exercise of
such repurchase right, (v) any unreimbursed costs and expenses of the Trustee
payable pursuant to Section 9.05 and (b) the later of (i) the maturity or other
liquidation (or any Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund and the disposition of all REO Property and (ii) the
distribution to Certificateholders of all amounts required to be distributed to
them pursuant to this Agreement, as applicable. In no event shall the trusts
created hereby continue beyond the earlier of (i) the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late Ambassador of the United States to the Court of St. James, living on the
date hereof and (ii) the Latest Possible Maturity Date.

         The right to repurchase all Mortgage Loans and REO Properties by the
Majority Class CE Certificateholder pursuant to clause (a) in the preceding
paragraph shall be conditioned upon the Stated Principal Balance of all of the
Mortgage Loans in the Trust Fund, at the time of any such repurchase,
aggregating 10% or less of the aggregate Cut-off Date Principal Balance of all
of the Mortgage Loans. If the Majority Class CE Certificateholder does not
exercise this option, the Master Servicer has the right to repurchase all
Mortgage Loans and REO Properties pursuant to clause (a) in the preceding
paragraph, conditioned upon the Stated Principal Balance of all of the Mortgage
Loans in the Trust Fund, at the time of any such repurchase, aggregating 5% or
less of the aggregate Cut-off Date Principal Balance of all of the Mortgage
Loans.

         Section 10.02 FINAL DISTRIBUTION ON THE CERTIFICATES.

         If on any Determination Date, (i) the Master Servicer determines that
there are no Outstanding Mortgage Loans and no other funds or assets in the
Trust Fund other than the funds in the Protected Account, the Master Servicer
shall direct the Trustee to send a final distribution notice promptly to each
Certificateholder or (ii) the Trustee determines that a Class of Certificates
shall be retired after a final distribution on such Class, the Trustee shall
notify the Certificateholders within five (5) Business Days after such
Determination Date that the final



                                      168
<PAGE>


distribution in retirement of such Class of Certificates is scheduled to be made
on the immediately following Distribution Date. Any final distribution made
pursuant to the immediately preceding sentence will be made only upon
presentation and surrender of the related Certificates at the Corporate Trust
Office of the Trustee. If the Majority Class CE Certificateholder or the Master
Servicer, as applicable, elects to terminate the Trust Fund pursuant to Section
10.01, at least 20 days prior to the date notice is to be mailed to the
Certificateholders, the Majority Class CE Certificateholder or the Master
Servicer, as applicable, shall notify the Depositor and the Trustee of the date
the Majority Class CE Certificateholder or the Master Servicer, as applicable,
intends to terminate the Trust Fund. The Master Servicer shall remit the
Mortgage Loan Purchase Price to the Trustee on the Business Day prior to the
Distribution Date for such Optional Termination by the Majority Class CE
Certificateholder or the Master Servicer, as applicable.

         Notice of any termination of the Trust Fund, specifying the
Distribution Date on which Certificateholders may surrender their Certificates
for payment of the final distribution and cancellation, shall be given promptly
by the Trustee by letter to Certificateholders mailed not later than two
Business Days after the Determination Date in the month of such final
distribution. Any such notice shall specify (a) the Distribution Date upon which
final distribution on the Certificates will be made upon presentation and
surrender of Certificates at the office therein designated, (b) the amount of
such final distribution, (c) the location of the office or agency at which such
presentation and surrender must be made and (d) that the Record Date otherwise
applicable to such Distribution Date is not applicable, distributions being made
only upon presentation and surrender of the Certificates at the office therein
specified. The Trustee will give such notice to each Rating Agency at the time
such notice is given to Certificateholders.

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

         Upon presentation and surrender of the Certificates, the Trustee shall
cause to be distributed to Certificateholders of each Class the amounts
allocable to such Certificates held in the Distribution Account in the order and
priority set forth in Section 5.04 hereof on the final Distribution Date and in
proportion to their respective Percentage Interests.

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



                                      169
<PAGE>


Fund. If within one year after the second notice all Certificates
shall not have been surrendered for cancellation, the Class R Certificateholders
shall be entitled to all unclaimed funds and other assets of the Trust Fund that
remain subject hereto.

         Section 10.03 ADDITIONAL TERMINATION REQUIREMENTS.

         (a) Upon exercise by the Majority Class CE Certificateholder or the
Master Servicer, as applicable, of its purchase option as provided in Section
10.01, the Trust Fund shall be terminated in accordance with the following
additional requirements, unless the Trustee has been supplied with an Opinion of
Counsel addressed to the Trustee, at the expense of the Majority Class CE
Certificateholder or the Master Servicer, as applicable, to the effect that the
failure of the Trust Fund to comply with the requirements of this Section 10.03
will not (i) result in the imposition of taxes on "prohibited transactions" of a
REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding:

                  (1) The Majority Class CE Certificateholder or the Master
         Servicer, as applicable, shall establish a 90-day liquidation period
         and notify the Trustee thereof, and the Trustee shall in turn specify
         the first day of such period in a statement attached to the tax return
         for any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI
         pursuant to Treasury Regulation Section 1.860F-1. The Majority Class CE
         Certificateholder or the Master Servicer, as applicable, shall satisfy
         all the requirements of a qualified liquidation under Section 860F of
         the Code and any regulations thereunder, as evidenced by an Opinion of
         Counsel obtained at the expense of the Majority Class CE
         Certificateholder or the Master Servicer, as applicable;

                  (2) During such 90-day liquidation period, and at or prior to
         the time of making the final payment on the Certificates, the Trustee
         shall sell all of the assets of REMIC I, REMIC II, REMIC III, REMIC IV,
         REMIC V or REMIC VI for cash; and

                  (3) At the time of the making of the final payment on the
         Certificates, the Trustee shall distribute or credit, or cause to be
         distributed or credited, to the Holders of the Residual Certificates
         all cash on hand (other than cash retained to meet claims), and REMIC I
         shall terminate at that time.

         (b) By their acceptance of the Certificates, the Holders thereof hereby
authorize the adoption of a 90-day liquidation period and the adoption of a plan
of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or
REMIC VI, which authorization shall be binding upon all successor
Certificateholders.

         (c) The Trustee as agent for each REMIC hereby agrees to adopt and sign
such a plan of complete liquidation meeting the requirements for a qualified
liquidation under Section 860F of the Code and any regulations thereunder upon
the written request of the Majority Class CE Certificateholder or the Master
Servicer, as applicable, and the receipt of the Opinion of Counsel referred to
in Section 10.03(a)(1) and to take such other action in connection therewith as
may be



                                      170
<PAGE>


reasonably requested by the Majority Class CE Certificateholder or the
Master Servicer, as applicable.



                                      171
<PAGE>



                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

         Section 11.01 AMENDMENT.

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

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

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

         Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel



                                      172
<PAGE>


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

         Notwithstanding any of the other provisions of this Section 11.01, none
of the Depositor, the Master Servicer or the Trustee shall enter into any
amendment to Section 3.20 or Section 5.04(a)(4)(F) of this Agreement without the
prior written consent of the Swap Provider.

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

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

         Section 11.02 RECORDATION OF AGREEMENT; COUNTERPARTS.

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

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

         Section 11.03 GOVERNING LAW.

         THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND
TO BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES



                                      173
<PAGE>


HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF (OTHER THAN
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS).

         Section 11.04 INTENTION OF PARTIES.

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

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

         Section 11.05 NOTICES.

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

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

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

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

                  (iv) The repurchase or substitution of Mortgage Loans pursuant
         to Sections 2.02, 2.03, 3.18 and 10.01; and

                  (v) The final payment to Certificateholders.



                                      174
<PAGE>


         (b) All directions, demands and notices hereunder shall be in writing
and shall be deemed to have been duly given when delivered at or mailed by
registered mail, return receipt requested, postage prepaid, or by recognized
overnight courier, or by facsimile transmission to a number provided by the
appropriate party if receipt of such transmission is confirmed to (i) in the
case of the Depositor, Bear Stearns Asset Backed Securities I LLC, 383 Madison
Avenue, New York, New York 10179, Attention: Chief Counsel; (ii) in the case of
the Seller or the Master Servicer, EMC Mortgage Corporation, 909 Hidden Ridge
Drive, Irving, Texas 75038, Attention: Ralene Ruyle or such other address as may
be hereafter furnished to the other parties hereto by the Master Servicer in
writing; (iii) in the case of the Trustee, at each Corporate Trust Office or
such other address as the Trustee may hereafter furnish to the other parties
hereto and (iv) in the case of the Rating Agencies, (x) Moody's Investors
Service, Inc., 99 Church Street, New York, New York 10007, Attention: Home
Equity Monitoring and (y) Standard & Poor's, 55 Water Street, 41st Floor, New
York, New York 10041, Attention: Mortgage Surveillance Group. Any notice
delivered to the Seller, the Master Servicer or the Trustee under this Agreement
shall be effective only upon receipt. Any notice required or permitted to be
mailed to a Certificateholder, unless otherwise provided herein, shall be given
by first-class mail, postage prepaid, at the address of such Certificateholder
as shown in the Certificate Register; any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the Certificateholder receives such notice.

         Section 11.06 SEVERABILITY OF PROVISIONS.

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

         Section 11.07 ASSIGNMENT.

         Notwithstanding anything to the contrary contained herein, except as
provided pursuant to Section 7.02, this Agreement may not be assigned by the
Master Servicer, the Seller or the Depositor.

         Section 11.08 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.

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

         No Certificateholder shall have any right to vote (except as provided
herein) or in any manner otherwise control the operation and management of the
Trust Fund, or the obligations of the parties hereto, nor shall anything herein
set forth or contained in the terms of the Certificates be construed so as to
constitute the Certificateholders from time to time as partners or members



                                      175
<PAGE>


of an association; nor shall any Certificateholder be under any liability to any
third party by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.

         No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement,
unless such Holder previously shall have given to the Trustee a written notice
of an Event of Default and of the continuance thereof, as hereinbefore provided,
the Holders of Certificates evidencing not less than 25% of the Voting Rights
evidenced by the Certificates shall also have made written request to the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses, and liabilities to be incurred therein
or thereby, and the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity shall have neglected or refused to institute any
such action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce any
right under this Agreement, except in the manner herein provided and for the
common benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section 11.08, each and every Certificateholder or the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

         Section 11.09 INSPECTION AND AUDIT RIGHTS.

         The Master Servicer agrees that, on reasonable prior notice, it will
permit any representative of the Depositor or the Trustee during the Master
Servicer's normal business hours, to examine all the books of account, records,
reports and other papers of the Master Servicer relating to the Mortgage Loans,
to make copies and extracts therefrom, to cause such books to be audited by
independent certified public accountants selected by the Depositor and the
Trustee and to discuss its affairs, finances and accounts relating to such
Mortgage Loans with its officers, employees and independent public accountants
(and by this provision the Master Servicer hereby authorizes such accountants to
discuss with such representative such affairs, finances and accounts), all at
such reasonable times and as often as may be reasonably requested. Any
out-of-pocket expense incident to the exercise by the Depositor or the Trustee
of any right under this Section 11.09 shall be borne by the party requesting
such inspection, subject to such party's right to reimbursement hereunder (in
the case of the Trustee, pursuant to Section 9.05 hereof.

         Section 11.10 CERTIFICATES NONASSESSABLE AND FULLY PAID.

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



                                      176
<PAGE>


         Section 11.11 THIRD PARTY RIGHTS.

         The Swap Provider and the Swap Administrator shall be third-party
beneficiaries of this Agreement to the same extent as if they were parties
hereto, and shall have the right to enforce the provisions of this Agreement.


                                      * * *



                                      177
<PAGE>


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

                                   BEAR STEARNS ASSET BACKED SECURITIES I LLC,
                                   as Depositor


                                   By:  /s/ Baron Silverstein
                                        ---------------------------------------
                                   Name:   Baron Silverstein
                                   Title:  Vice President



                                   EMC MORTGAGE CORPORATION,
                                   as Seller and Master Servicer


                                   By: /s/ Sherri Lauritsen
                                       ---------------------------------------
                                   Name:   Sherri Lauritsen
                                   Title:  Executive Vice President



                                   LASALLE BANK NATIONAL ASSOCIATION,
                                   as Trustee


                                   By: /s/ Christopher Lewis
                                       ---------------------------------------
                                   Name:   Christopher Lewis
                                   Title:  Assistant Vice President



                                      178
<PAGE>


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

         On this 31st day of March, 2005, before me, a notary public in and for
said State, appeared Baron Silverstein, personally known to me on the basis of
satisfactory evidence to be an authorized representative of Bear Stearns Asset
Backed Securities I LLC, one of the companies that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such limited liability company and acknowledged to me that such limited
liability company executed the within instrument.

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



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



                                      179
<PAGE>


STATE OF TEXAS    )
                  ) ss.:
COUNTY OF DALLAS  )

         On this 31st day of March, 2005, before me, a notary public in and for
said State, appeared _______________, personally known to me on the basis of
satisfactory evidence to be an authorized representative of EMC Mortgage
Corporation, one of the corporations that executed the within instrument, and
also known to me to be the person who executed it on behalf of such corporation
and acknowledged to me that such corporation executed the within instrument.

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



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



                                      180
<PAGE>


STATE OF ILLINOIS )
                  ) ss.:
COUNTY OF COOK    )

         On this 31st day of March, 2005, before me, a notary public in and for
said State, appeared _________________ , personally known to me on the basis of
satisfactory evidence to be an authorized representative of LaSalle Bank
National Association that executed the within instrument, and also known to me
to be the person who executed it on behalf of such corporation, and acknowledged
to me that such corporation executed the within instrument.

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



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



                                      181
<PAGE>


                                   EXHIBIT A-1

                          Form of Class A Certificates

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

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

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

         EACH HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO
HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 6.02(H) OF THE POOLING
AGREEMENT.



                                     A-1-1
<PAGE>


<TABLE>
<CAPTION>
<S>                                                          <C>
Certificate No. 1                                            Variable Pass-Through Rate

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

Date of Pooling and Servicing Agreement                      Aggregate Initial Certificate Principal Balance of
and Cut-off Date: March 1, 2005                              this Certificate as of the Cut-off Date:
                                                             $[___________]

First Distribution Date:                                     Initial   Certificate   Principal   Balance   of  this
April 25, 2005                                               Certificate as of the Cut-off Date:
                                                             $[___________]

Master Servicer:                                             CUSIP: [_____]
EMC Mortgage Corporation

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


                            ASSET-BACKED CERTIFICATE
                                 SERIES 2005-HE3

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

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

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this



                                     A-1-2
<PAGE>


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

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

         Each holder of a Certificate or beneficial ownership shall be deemed to
have made the representations set forth in Section 6.02(h) of the Pooling
Agreement.

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

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



                                     A-1-3
<PAGE>


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

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

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

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

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

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

         The obligations created by the Agreement and the Trust Fund created
thereby (other than the obligations to make payments to Certificateholders with
respect to the termination of the Agreement) shall terminate upon the earlier of
(i) the later of (A) the maturity or other liquidation (or Advance with respect
thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement, or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other



                                     A-1-4
<PAGE>


assets of the Trust Fund in accordance with the terms of the Agreement. Such
optional repurchase may be made only on or after the first Distribution Date on
which the aggregate Stated Principal Balance of the Mortgage Loans is less than
or equal to a certain percentage of the aggregate Stated Principal Balance of
the Mortgage Loans as of the Cut-off Date as set forth in the Agreement. The
exercise of such right will effect the early retirement of the Certificates. In
no event, however, will the Trust Fund created by the Agreement continue beyond
the expiration of 21 years after the death of certain persons identified in the
Agreement.

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



                                     A-1-5
<PAGE>


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


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


                                            By:________________________________
                                                     Authorized Signatory




                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

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


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


                                            By:________________________________
                                                     Authorized Signatory

<PAGE>


                                   ASSIGNMENT
                                   ----------

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

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

_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________


Dated:
                                    ___________________________________________
                                       Signature by or on behalf of assignor


                                                     __________________________
                                                        Signature Guaranteed




                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of _________________________ account number _____________, or, if mailed by
check, to ______________________________. Applicable statements should be mailed
to _____________________________________________.

         This information is provided by __________________, the assignee named
above, or ________________________, as its agent.

<PAGE>


                                   EXHIBIT A-2

              Form of Class M-[1][2][3][4][5][6][7][8] Certificates

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

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

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

         [FOR CLASS M-1, CLASS M-2, CLASS M-3, CLASS M-4, CLASS M-5 AND CLASS
M-6] [EACH HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO
HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 6.02(H) OF THE POOLING
AGREEMENT.]

         [FOR CLASS M-1, CLASS M-2, CLASS M-3, CLASS M-4, CLASS M-5 AND CLASS
M-6] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]

         [FOR CLASS M-7 AND CLASS M-8] [THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS
CERTIFICATE, AGREES



                                     A-2-1
<PAGE>


THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY
(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
"INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE
501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH
ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY
THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND
(B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE
THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.]

         [FOR CLASS M-7 AND CLASS M-8] [THIS CERTIFICATE MAY NOT BE ACQUIRED
DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED, UNLESS THE TRANSFEREE CERTIFIES OR REPRESENTS THAT THE
PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT AND
OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED
TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS PROHIBITED
TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED TRANSACTION
EXEMPTION ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60 OR PTE 96-23 AND (II)
WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR,
THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE
DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL
CERTIFICATE OR UNLESS AN OPINION SPECIFIED IN SECTION 6.02 OF THE AGREEMENT IS
PROVIDED.]



                                     A-2-2
<PAGE>


<TABLE>
<CAPTION>
<S>                                                          <C>
Certificate No.1                                             Variable Pass-Through Rate

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

Date of Pooling and Servicing Agreement                      Aggregate  Initial  Certificate  Principal  Balance of
and Cut-off Date: March 1, 2005                              this Certificate as of the Cut-off Date:
                                                             $[___________]

First Distribution Date:                                     Initial   Certificate   Principal   Balance   of  this
April 25, 2005                                               Certificate as of the Cut-off Date:
                                                             $[___________]

Master Servicer:                                             CUSIP: [_____]
EMC Mortgage Corporation

Last Scheduled Distribution Date:
March 25, 2035
</TABLE>


                            ASSET-BACKED CERTIFICATE
                                 SERIES 2005-HE3

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

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

         This certifies that ____________________ is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in a trust (the "Trust Fund")
generally consisting of conventional,



                                     A-2-3
<PAGE>


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

         [For Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class
M-6] [Interest on this Certificate will accrue from and including the
immediately preceding Distribution Date (or with respect to the First
Distribution Date, the Closing Date) to and including the day prior to the
current Distribution Date on the Certificate Principal Balance hereof at a per
annum rate equal to the Pass-Through Rate set forth above. The Trustee will
distribute on the 25th day of each month, or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the
Business Day immediately preceding such Distribution Date so long as such
Certificate remains in book-entry form (and otherwise, the close of business on
the last Business Day of the month immediately preceding the month of such
Distribution Date), an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount (of interest and principal, if any)
required to be distributed to the Holders of Certificates of the same Class as
this Certificate. The Assumed Final Distribution Date is the Distribution Date
in the month following the latest scheduled maturity date of any Mortgage Loan.]

         [For Class M-7 and Class M-8] [Interest on this Certificate will accrue
from and including the immediately preceding Distribution Date (or with respect
to the First Distribution Date, the Closing Date) to and including the day prior
to the current Distribution Date on the Certificate Principal Balance hereof at
a per annum rate equal to the Pass-Through Rate set forth above. The Trustee
will distribute on the 25th day of each month, or, if such 25th day is not a
Business Day, the immediately following Business Day (each, a "Distribution
Date"), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered at the close of business on the
last Business Day of the month immediately preceding the month of such
Distribution date so long as this Certificate remains in non book-entry form
(and otherwise, the close of business on the Business Day immediately preceding
such Distribution Date) an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount (of interest and
principal, if any) required to be distributed to the Holders of Certificates of
the same Class as this Certificate. The Assumed Final Distribution Date is the
Distribution Date in the month following the latest scheduled maturity date of
any Mortgage Loan.]



                                     A-2-4
<PAGE>


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

         [For Class M-7 and Class M-8] [No transfer of this Class M-7
Certificate or Class M-8 Certificate will be made unless such transfer is (i)
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws and (ii) made in accordance with Section 6.02 of the
Agreement. In the event that such transfer is to be made the Trustee shall
register such transfer if, (i) made to a transferee who has provided the Trustee
with evidence as to its QIB status; or (ii) (A) the transferor has advised the
Trustee in writing that the Certificate is being transferred to an Institutional
Accredited Investor and (B) prior to such transfer the transferee furnishes to
the Trustee an Investment Letter; provided that if based upon an Opinion of
Counsel to the effect that (A) and (B) above are not sufficient to confirm that
such transfer is being made pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and other
applicable laws, the Trustee shall as a condition of the registration of any
such transfer require the transferor to furnish such other certifications, legal
opinions or other information prior to registering the transfer of this
Certificate as shall be set forth in such Opinion of Counsel.]

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

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

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

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the rights of the Certificateholders under the Agreement from time
to time by the parties thereto with the consent of the Holders of the Class or
Classes of Certificates affected thereby evidencing over 50% of the Voting
Rights of such Class or Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in lieu hereof whether or not notation of such



                                     A-2-5
<PAGE>


consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.

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

         [For Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class
M-6] [Each holder of a Certificate or beneficial ownership shall be deemed to
have made the representations set forth in Section 6.02(h) of the Pooling
Agreement.]

         [For Class M-7 and Class M-8] [This Certificate may not be acquired
directly or indirectly by, or on behalf of, an employee benefit plan or other
retirement arrangement which is subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue
Code of 1986, as amended, unless the transferee certifies or represents that the
proposed transfer and holding of a Certificate and the servicing, management and
operation of the trust and its assets: (i) will not result in any prohibited
transaction which is not covered under an individual or class prohibited
transaction exemption, including, but not limited to, Prohibited Transaction
Exemption ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60 or PTE 96-23 and (ii)
will not give rise to any additional obligations on the part of the Depositor,
the Master Servicer or the Trustee, which will be deemed represented by an owner
of a Book-Entry Certificate or a Global Certificate or unless an opinion
specified in section 6.02 of the Agreement is provided. This Certificate is one
of a duly authorized issue of Certificates designated as set forth on the face
hereof (the "Certificates"). The Certificates, in the aggregate, evidence the
entire beneficial ownership interest in the Trust Fund formed pursuant to the
Agreement.]

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

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

         The obligations created by the Agreement and the Trust Fund created
thereby (other than the obligations to make payments to Certificateholders with
respect to the termination



                                     A-2-6
<PAGE>


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

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



                                     A-2-7
<PAGE>


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


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


                                            By:________________________________
                                                     Authorized Signatory




                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

         This is one of the Class M-[1][2][3][4][5][6][7][8] Certificates
referred to in the within-mentioned Agreement.

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


                                            By:________________________________
                                                     Authorized Signatory

<PAGE>


                                   ASSIGNMENT
                                   ----------

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

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

_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________


Dated:
                                    ___________________________________________
                                       Signature by or on behalf of assignor


                                                     __________________________
                                                        Signature Guaranteed




                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of _________________________ account number _____________, or, if mailed by
check, to ______________________________. Applicable statements should be mailed
to _____________________________________________.

         This information is provided by __________________, the assignee named
above, or ________________________, as its agent.

<PAGE>


                                   EXHIBIT A-3

                           Form of Class P Certificate

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

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

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
"INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE
501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH
ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY
THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND
(B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE
THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.



                                     A-3-1
<PAGE>


         NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 6.02(H) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE
AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER OR
THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.



                                     A-3-2
<PAGE>


<TABLE>
<CAPTION>
<S>                                                          <C>
Certificate No.1                                             Percentage Interest: 100%

Class P

Date of Pooling and Servicing Agreement and                  Aggregate Initial Certificate  Principal Balance of this
Cut-off Date: March 1, 2005                                  Certificate as of the Cut-off Date:
                                                             $100.00

First Distribution Date:                                     Initial   Certificate    Principal   Balance   of   this
April 25, 2005                                               Certificate as of the Cut-off Date:
                                                             $100.00

Master Servicer:                                             CUSIP:  [_____]
EMC Mortgage Corporation

Last Scheduled Distribution Date:
March 25, 2035
</TABLE>


                            ASSET-BACKED CERTIFICATE
                                 SERIES 2005-HE3

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

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

         This certifies that ___________________ is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in a trust (the "Trust Fund")
generally consisting primarily of a pool of fixed and adjustable interest rate,
conventional, closed-end mortgage loans that are secured by first and second
liens on one- to four-family residences (collectively, the "Mortgage



                                     A-3-3
<PAGE>


Loans") sold by Bear Stearns Asset Backed Securities I LLC ("BSABS I"). The
Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to BSABS I. EMC
will act as master servicer of the Mortgage Loans (in that capacity, the "Master
Servicer," which term includes any successors thereto under the Agreement
referred to below). The Trust Fund was created pursuant to the Pooling and
Servicing Agreement, dated as of the Cut-off Date specified above (the
"Agreement"), among BSABS I, as depositor (the "Depositor"), EMC Mortgage
Corporation as seller and Master Servicer and LaSalle Bank National Association,
as trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, capitalized
terms used herein shall have the meaning ascribed to them in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of its acceptance hereof assents and by which such Holder is bound.

         Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Depositor will have the right, in
its sole discretion and without notice to the Holder of this Certificate, to
sell this Certificate to a purchaser selected by the Depositor, which purchaser
may be the Depositor, or any affiliate of the Depositor, on such terms and
conditions as the Depositor may choose.

         The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last day (or if such last day is not a Business Day, the
Business Day immediately preceding such last day) of the calendar month
immediately preceding the month in which the Distribution Date occurs, an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amounts required to be distributed to the Holders of Certificates of the
same Class as this Certificate.

         Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.

         No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933



                                     A-3-4
<PAGE>


Act"), and an effective registration or qualification under applicable state
securities laws, or is made in a transaction that does not require such
registration or qualification. In the event that such a transfer of this
Certificate is to be made without registration or qualification, the Trustee
shall require receipt of (i) if such transfer is purportedly being made in
reliance upon Rule 144A under the 1933 Act, written certifications from the
Holder of the Certificate desiring to effect the transfer, and from such
Holder's prospective transferee, substantially in the forms attached to the
Agreement as Exhibit D and either Exhibit E or Exhibit F, as applicable, and
(ii) in all other cases, an Opinion of Counsel satisfactory to it that such
transfer may be made without such registration or qualification (which Opinion
of Counsel shall not be an expense of the Trust Fund or of the Depositor, the
Trustee or the Master Servicer in their respective capacities as such), together
with copies of the written certification(s) of the Holder of the Certificate
desiring to effect the transfer and/or such Holder's prospective transferee upon
which such Opinion of Counsel is based. Neither the Depositor nor the Trustee is
obligated to register or qualify the Class of Certificates specified on the face
hereof under the 1933 Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Depositor, the Seller and the Master Servicer against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

         No transfer of this Class P Certificate will be made unless the Trustee
shall have received either (i) the opinion of counsel set forth in Section
6.02(h) of the Agreement or (ii) a representation letter under Section 6.02 of
the Agreement, in the form as described by the Agreement, stating that the
transferee is not an employee benefit or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code (a "Plan"), or any
other person (including an investment manager, a named fiduciary or a trustee of
any Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan.

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

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

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

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the rights of the Certificateholders under the Agreement from time
to time by the parties thereto with the consent of the Holders of the Class or
Classes of Certificates affected thereby evidencing over 50% of the Voting
Rights of such Class or Classes. Any such consent by the Holder of this
Certificate shall



                                     A-3-5
<PAGE>


be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

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

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

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

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

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



                                     A-3-6
<PAGE>


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


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


                                            By:________________________________
                                                     Authorized Signatory




                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

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

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


                                            By:________________________________
                                                     Authorized Signatory

<PAGE>


                                   ASSIGNMENT
                                   ----------

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

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

_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________


Dated:
                                    ___________________________________________
                                       Signature by or on behalf of assignor


                                                     __________________________
                                                        Signature Guaranteed




                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of _________________________ account number _____________, or, if mailed by
check, to ______________________________. Applicable statements should be mailed
to _____________________________________________.

         This information is provided by __________________, the assignee named
above, or ________________________, as its agent.

<PAGE>


                                   EXHIBIT A-4

                          Form of Class CE Certificates

         THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR
CERTIFICATES AND THE CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS
DEFINED BELOW).

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

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
"INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE
501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH
ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY
THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND
(B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE
THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.

         NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 6.02(H) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE
AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE



                                     A-4-1
<PAGE>


LAW, WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS
UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA") OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE,
MASTER SERVICER OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO
THOSE UNDERTAKEN IN THE AGREEMENT.



                                     A-4-2
<PAGE>


<TABLE>
<CAPTION>
<S>                                                          <C>
Certificate No.1                                             Percentage Interest: 100%

Class CE                                                     Variable Pass-Through Rate

Date of Pooling and Servicing Agreement                      Initial Certificate  Notional Amount of this Certificate
and Cut-off Date: March 1, 2005                              as of the Cut-off Date:
                                                             $[_________]

First Distribution Date:                                     Aggregate    Certificate   Notional   Amount   of   this
April 25, 2005                                               Certificate as of the Cut-off Date:
                                                             $[_________]

Master Servicer:                                             CUSIP: [_____]
EMC Mortgage Corporation

Last Scheduled Distribution Date:
March 25, 2035
</TABLE>


                            ASSET-BACKED CERTIFICATE
                                 SERIES 2005-HE3

         evidencing a fractional undivided interest in the distributions
         allocable to the Class CE Certificates with respect to a Trust Fund
         consisting primarily of a pool of fixed and adjustable interest rate,
         conventional, closed-end mortgage loans that are secured by first and
         second liens on one- to four-family residences sold by BEAR STEARNS
         ASSET BACKED SECURITIES I LLC.

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

         This certifies that __________________ is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in a trust (the "Trust Fund")
generally consisting primarily of a pool of fixed and adjustable interest rate,
conventional, closed-end mortgage loans that are secured by first and second
liens on one- to four-family residences (collectively, the "Mortgage Loans")
sold by Bear



                                     A-4-3
<PAGE>


Stearns Asset Backed Securities I LLC ("BSABS I"). The Mortgage Loans were sold
by EMC Mortgage Corporation ("EMC") to BSABS I. EMC will act as master servicer
of the Mortgage Loans (in that capacity, the "Master Servicer," which term
includes any successors thereto under the Agreement referred to below). The
Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated as
of the Cut-off Date specified above (the "Agreement"), among BSABS I, as
depositor (the "Depositor"), EMC Mortgage Corporation as seller and Master
Servicer and LaSalle Bank National Association, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein shall have the
meaning ascribed to them in the Agreement. This Certificate is issued under and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.

         The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last day (or if such last day is not a Business Day, the
Business Day immediately preceding such last day) of the calendar month
immediately preceding the month in which the Distribution Date occurs, an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amounts required to be distributed to the Holders of Certificates of the
same Class as this Certificate.

         Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.

         No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee shall require receipt of (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the 1933
Act, written certifications from the Holder of the Certificate desiring to
effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit D and either
Exhibit E or Exhibit F, as applicable, and (ii) in all other cases, an Opinion
of Counsel satisfactory to it that such transfer may be made without such
registration or qualification (which Opinion of Counsel shall not be an expense
of the Trust Fund or of the Depositor, the Trustee, or the Master Servicer in
their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder's prospective transferee upon which such Opinion of
Counsel is based. Neither the Depositor nor the Trustee is obligated to register
or qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law



                                     A-4-4
<PAGE>


or to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any Holder
desiring to effect a transfer of this Certificate shall be required to indemnify
the Trustee, the Depositor, the Seller and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

         No transfer of this Class CE Certificate will be made unless the
Trustee shall have received either (i) the opinion of counsel set forth in
Section 6.02(h) of the Agreement or (ii) a representation letter under Section
6.02 of the Agreement, in the form as described by the Agreement, stating that
the transferee is not an employee benefit or other plan subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code (a
"Plan"), or any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan.

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

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

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

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

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

         The Certificates are issuable only as registered Certificates without
coupons in the Classes and denominations specified in the Agreement. As provided
in the Agreement and



                                     A-4-5
<PAGE>


subject to certain limitations therein set forth, this Certificate is
exchangeable for one or more new Certificates evidencing the same Class and in
the same aggregate Percentage Interest, as requested by the Holder surrendering
the same.

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

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

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



                                     A-4-6
<PAGE>


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


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


                                            By:________________________________
                                                     Authorized Signatory




                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

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

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


                                            By:________________________________
                                                     Authorized Signatory

<PAGE>


                                   ASSIGNMENT
                                   ----------

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

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

_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________


Dated:
                                    ___________________________________________
                                       Signature by or on behalf of assignor


                                                     __________________________
                                                        Signature Guaranteed




                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of _________________________ account number _____________, or, if mailed by
check, to ______________________________. Applicable statements should be mailed
to _____________________________________________.

         This information is provided by __________________, the assignee named
above, or ________________________, as its agent.

<PAGE>


                                   EXHIBIT A-5

                   Form of Class R[-1][-2][-3][X] Certificates

         THIiS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED
STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

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

         NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 6.02(H) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE
AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER OR
THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER
SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES,
OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN
INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO
TAX AND EXCEPT FOR FREDDIE MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT
SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C)
ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS
TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN
SECTION 1381(A)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER
SECTION 775(A) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE



                                     A-5-1
<PAGE>


FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION,
(2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX
AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION
IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE
OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.



                                     A-5-2
<PAGE>


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

Class R[-1][-2][-3][X]                                       Percentage Interest: 100%

Date of Pooling and Servicing  Agreement and
Cut-off Date: March 1, 2005

First Distribution Date:
April 25, 2005

Master Servicer:                                             CUSIP: [_____]
EMC Mortgage Corporation

Last Scheduled Distribution Date:
March 25, 2035
</TABLE>


                            ASSET-BACKED CERTIFICATE
                                 SERIES 2005-HE3

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

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

         This certifies that Bear, Stearns Securities Corp. is the registered
owner of the Percentage Interest evidenced hereby in the beneficial ownership
interest of Certificates of the same Class as this Certificate in a trust (the
"Trust Fund") generally consisting of conventional, closed-end first and second
lien, fixed and adjustable rate mortgage loans secured by one- to four- family
residences (collectively, the "Mortgage Loans") sold by Bear Stearns Asset
Backed Securities I LLC ("BSABS I"). The Mortgage Loans were sold by EMC
Mortgage Corporation ("EMC") to BSABS I. EMC will act as master servicer of the
Mortgage Loans (in that capacity,



                                     A-5-3
<PAGE>


the "Master Servicer," which term includes any successors thereto under the
Agreement referred to below). The Trust Fund was created pursuant to the Pooling
and Servicing Agreement, dated as of the Cut-off Date specified above (the
"Agreement"), among BSABS I, as depositor (the "Depositor"), EMC Mortgage
Corporation as seller and Master Servicer and LaSalle Bank National Association
as trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, capitalized
terms used herein shall have the meaning ascribed to them in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of its acceptance hereof assents and by which such Holder is bound.

         Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Depositor will have the right, in
its sole discretion and without notice to the Holder of this Certificate, to
sell this Certificate to a purchaser selected by the Depositor, which purchaser
may be the Depositor, or any affiliate of the Depositor, on such terms and
conditions as the Depositor may choose.

         The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last day (or if such last day is not a Business Day, the
Business Day immediately preceding such last day) of the calendar month
immediately preceding the month in which the Distribution Date occurs, an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amounts required to be distributed to the Holders of Certificates of the
same Class as this Certificate.

         Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.

         No transfer of this Class R[-1][-2][-3][X] Certificate will be made
unless the Trustee shall have received either (i) the opinion of counsel set
forth in Section 6.02(h) of the Agreement or (ii) a representation letter under
Section 6.02 of the Agreement, in the form as described by the Agreement,
stating that the transferee is not an employee benefit or other plan subject to
the prohibited transaction provisions of ERISA or Section 4975 of the Code (a
"Plan"),



                                     A-5-4
<PAGE>


or any other person (including an investment manager, a named fiduciary or a
trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing
any Certificate with "plan assets" of any Plan.

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

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

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

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

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

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

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



                                     A-5-5
<PAGE>


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

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



                                     A-5-6
<PAGE>


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


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


                                            By:________________________________
                                                     Authorized Signatory




                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

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

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


                                            By:________________________________
                                                     Authorized Signatory

<PAGE>


                                   ASSIGNMENT
                                   ----------

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

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

_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________


Dated:
                                    ___________________________________________
                                       Signature by or on behalf of assignor


                                                     __________________________
                                                        Signature Guaranteed




                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of _________________________ account number _____________, or, if mailed by
check, to ______________________________. Applicable statements should be mailed
to _____________________________________________.

         This information is provided by __________________, the assignee named
above, or ________________________, as its agent.

<PAGE>


                                    EXHIBIT B

                             MORTGAGE LOAN SCHEDULE

                             [provided upon request]





                                      B-1
<PAGE>


                                    EXHIBIT C

                           FORM OF TRANSFER AFFIDAVIT


                                               Affidavit pursuant to Section
                                               860E(e)(4) of the Internal
                                               Revenue Code of 1986, as amended,
                                               and for other purposes


STATE OF          )
                  )ss:
COUNTY OF         )

         [NAME OF OFFICER], being first duly sworn, deposes and says:

         1.       That he/she is [Title of Officer] of [Name of Investor] (the
"Investor"), a [savings institution] [corporation] duly organized and existing
under the laws of [the State of _____] [the United States], on behalf of which
he makes this affidavit.

         2.       That (i) the Investor is not a "disqualified organization" as
defined in Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
(the "Code"), or an electing large partnership as defined in Section 775(a) of
the Code, and will not be a disqualified organization or an electing large
partnership as of [Closing Date] [date of purchase]; (ii) it is not acquiring
the Bear Stearns Asset Backed Securities I LLC Asset-Backed Certificates, Series
2005-HE3, Class R[-1][-2][-3][X] Certificates (the "Residual Certificates") for
the account of a disqualified organization or an electing large partnership;
(iii) it consents to any amendment of the Pooling and Servicing Agreement that
shall be deemed necessary by Bear Stearns Asset Backed Securities I LLC (upon
advice of counsel) to constitute a reasonable arrangement to ensure that the
Residual Certificates will not be owned directly or indirectly by a disqualified
organization or an electing large partnership; and (iv) it will not transfer
such Residual Certificates unless (a) it has received from the transferee an
affidavit in substantially the same form as this affidavit containing these same
sevem representations and (b) as of the time of the transfer, it does not have
actual knowledge that such affidavit is false.

         3.       That the Investor is one of the following: (i) a citizen or
resident of the United States, (ii) a corporation or partnership (including an
entity treated as a corporation or partnership for federal income tax purposes)
created or organized in, or under the laws of, the United States or any state
thereof or the District of Columbia (except, in the case of a partnership, to
the extent provided in regulations), provided that no partnership or other
entity treated as a partnership for United States federal income tax purposes
shall be treated as a United States person within the meaning of the Code unless
all persons that own an interest in such partnership either directly or through
any entity that is not a corporation for United States federal income tax
purposes are United States persons, (iii) an estate whose income is subject to
United States federal income tax regardless of its source, or (iv) a trust other
than a "foreign trust" as defined in Section 7701 (a)(31) of the Code.

         4.       That the Investor's taxpayer identification number is
______________________.



                                      C-1
<PAGE>


         5.       That no purpose of the acquisition of the Residual
Certificates is to avoid or impede the assessment or collection of tax.

         6.       That the Investor understands that, as the holder of the
Residual Certificates, the Investor may incur tax liabilities in excess of any
cash flows generated by such Residual Certificates.

         7.       That the Investor intends to pay taxes associated with holding
the Residual Certificates as they become due.

         IN WITNESS WHEREOF, the Investor has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[Title of Officer] this ____ day of _________, 20__.


                                        [NAME OF INVESTOR]


                                        By:___________________________________
                                        [Name of Officer]
                                        [Title of Officer]
                                        [Address of Investor for receipt of
                                        distributions]


                                        Address of Investor for receipt of tax
                                        information:



                                      C-2
<PAGE>


         Personally appeared before me the above-named [Name of Officer], known
or proved to me to be the same person who executed the foregoing instrument and
to be the [Title of Officer] of the Investor, and acknowledged to me that he/she
executed the same as his/her free act and deed and the free act and deed of the
Investor.

         Subscribed and sworn before me this ___ day of _______, 20___.

NOTARY PUBLIC

COUNTY OF

STATE OF


My commission expires the ___ day of ___________________, 20___.

<PAGE>


                                    EXHIBIT D

                         FORM OF TRANSFEROR CERTIFICATE

                              ______________,200___


Bear Stearns Asset Backed Securities I LLC
383 Madison Avenue
New York, New York 10179

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

Attention: Bear Stearns Asset Backed Securities Trust 2005-HE3

         Re:      Bear Stearns Asset Backed Securities I LLC ASSET-BACKED
                  CERTIFICATES, SERIES 2005-HE3, CLASS[ ]

Ladies and Gentlemen:

         In connection with the sale by ___________ (the "Seller") to ________
(the "Purchaser") of $_________ Initial Certificate Principal Balance of
Asset-Backed Certificates, Series 2005-HE3, Class _____ (the "Certificates"),
issued pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of March 1, 2005, among Bear Stearns Asset
Backed Securities I LLC, as depositor (the "Depositor"), EMC Mortgage
Corporation, as seller and master servicer and LaSalle Bank National
Association, as trustee (the "Trustee"). The Seller hereby certifies, represents
and warrants to, a covenants with, the Depositor and the Trustee that:

         Neither the Seller nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Certificate, any
interest in any Certificate or any other similar security to any person in any
manner, (b) has solicited any offer to buy or to accept a pledge, disposition or
other transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner, or
(e) has taken any other action, that (as to any of (a) through (e) above) would
constitute a distribution of the Certificates under the Securities Act of 1933
(the "Act"), that would render the disposition of any Certificate a violation of
Section 5 of the Act or any state securities law, or that would require
registration or qualification pursuant thereto. The Seller will not act in any
manner set forth in the foregoing sentence with respect to any Certificate. The
Seller has not and will not sell or otherwise transfer any of the Certificates,
except in compliance with the provisions of the Pooling and Servicing Agreement.



                                      D-1
<PAGE>


                                             Very truly yours,


                                             ______________________________
                                             (Seller)

                                             By:___________________________

                                             Name:_________________________

                                             Title:________________________

<PAGE>


                                    EXHIBIT E

                     FORM OF INVESTMENT LETTER-NON RULE 144A

                                                                   [Date]

[SELLER]

Bear Stearns Asset Backed Securities I LLC
383 Madison Avenue
New York, New York 10179

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

         Re:      Bear Stearns Asset Backed Securities I Trust 2005-HE3,
                  Asset-Backed Certificates, Series 2005-HE3 (the
                  "Certificates"), including the Class __ CERTIFICATES (THE
                  "PRIVATELY OFFERED CERTIFICATES")

Dear Ladies and Gentlemen:

         In connection with our purchase of Privately Offered Certificates, we
confirm that:

                  (i)      we understand that the Privately Offered Certificates
                           are not being registered under the Securities Act of
                           1933, as amended (the "Act") or any applicable state
                           securities or "Blue Sky" laws, and are being sold to
                           us in a transaction that is exempt from the
                           registration requirements of such laws;

                  (ii)     any information we desired concerning the
                           Certificates, including the Privately Offered
                           Certificates, the trust in which the Certificates
                           represent the entire beneficial ownership interest
                           (the "Trust") or any other matter we deemed relevant
                           to our decision to purchase Privately Offered
                           Certificates has been made available to us;

                  (iii)    we are able to bear the economic risk of investment
                           in Privately Offered Certificates; we are an
                           institutional "accredited investor" as defined in
                           Section 501(a) of Regulation D promulgated under the
                           Act and a sophisticated institutional investor;

                  (iv)     we are acquiring Privately Offered Certificates for
                           our own account, not as nominee for any other person,
                           and not with a present view to any distribution or
                           other disposition of the Privately Offered
                           Certificates;

                  (v)      we agree the Privately Offered Certificates must be
                           held indefinitely by us (and may not be sold,
                           pledged, hypothecated or in any way disposed of)
                           unless subsequently registered under the Act and any
                           applicable state securities or "Blue Sky" laws or an
                           exemption from the registration



                                      E-1
<PAGE>


                           requirements of the Act and any applicable state
                           securities or "Blue Sky" laws is available;

                  (vi)     we agree that in the event that at some future time
                           we wish to dispose of or exchange any of the
                           Privately Offered Certificates (such disposition or
                           exchange not being currently foreseen or
                           contemplated), we will not transfer or exchange any
                           of the Privately Offered Certificates unless:

                                    (A) (1) the sale is to an Eligible Purchaser
                           (as defined below), (2) if required by the Pooling
                           and Servicing Agreement (as defined below) a letter
                           to substantially the same effect as either this
                           letter or, if the Eligible Purchaser is a Qualified
                           Institutional Buyer as defined under Rule 144A of the
                           Act, the Rule 144A and Related Matters Certificate in
                           the form attached to the Pooling and Servicing
                           Agreement (as defined below) (or such other
                           documentation as may be acceptable to the Trustee) is
                           executed promptly by the purchaser and delivered to
                           the addressees hereof and (3) all offers or
                           solicitations in connection with the sale, whether
                           directly or through any agent acting on our behalf,
                           are limited only to Eligible Purchasers and are not
                           made by means of any form of general solicitation or
                           general advertising whatsoever; and

                                    (B) if the Privately Offered Certificate is
                           not registered under the Act (as to which we
                           acknowledge you have no obligation), the Privately
                           Offered Certificate is sold in a transaction that
                           does not require registration under the Act and any
                           applicable state securities or "blue sky" laws and,
                           if LaSalle Bank National Association (the "Trustee")
                           so requests, a satisfactory Opinion of Counsel is
                           furnished to such effect, which Opinion of Counsel
                           shall be an expense of the transferor or the
                           transferee;

                  (vii)    we agree to be bound by all of the terms (including
                           those relating to restrictions on transfer) of the
                           Pooling and Servicing, pursuant to which the Trust
                           was formed; we have reviewed carefully and understand
                           the terms of the Pooling and Servicing Agreement;

                  (viii)   we either: (i) are not acquiring the Privately
                           Offered Certificate directly or indirectly by, or on
                           behalf of, an employee benefit plan or other
                           retirement arrangement which is subject to Title I of
                           the Employee Retirement Income Security Act of 1974,
                           as amended, and/or section 4975 of the Internal
                           Revenue Code of 1986, as amended, or (ii) in the case
                           of the Privately Offered Certificates, have provided
                           the Opinion of Counsel required by the Agreement.

                  (ix)     We understand that each of the Privately Offered
                           Certificates bears, and will continue to bear, a
                           legend to substantiate the following effect: THIS
                           CERTIFICATE HAS NOT BEEN AND WILL NOT BE



                                      E-2
<PAGE>


                           REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
                           AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE
                           SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING
                           THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
                           REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
                           ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
                           APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A
                           UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON
                           THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
                           INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
                           (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
                           PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER
                           HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
                           PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
                           RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM
                           REGISTRATION PROVIDED BY RULE 144 UNDER THE
                           SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED
                           FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN
                           THE MEANING THEREOF IN RULE 501(A)(1), (2), (3) OR
                           (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN
                           WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
                           PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN
                           VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
                           RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN
                           THE FORM PROVIDED IN THE AGREEMENT AND (B) THE
                           RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE
                           ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE,
                           PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE
                           SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH
                           CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
                           LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
                           JURISDICTION. [In the case of the Class M-7
                           Certificates and Class M-8 Certificates]: THIS
                           CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR
                           INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT
                           PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT
                           TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
                           ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE
                           INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE
                           TRANSFEREE CERTIFIES OR REPRESENTS THAT THE PROPOSED
                           TRANSFER AND HOLDING OF A CERTIFICATE AND THE
                           SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND
                           ITS ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED
                           TRANSACTION WHICH IS NOT COVERED



                                      E-3
<PAGE>


                           UNDER AN INDIVIDUAL OR CLASS PROHIBITED TRANSACTION
                           EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED
                           TRANSACTION EXEMPTION ("PTE") 84-14, PTE 91-38, PTE
                           90-1, PTE 95-60 OR PTE 96-23 AND (II) WILL NOT GIVE
                           RISE TO ANY ADDITIONAL OBLIGATIONS ON THE PART OF THE
                           DEPOSITOR, THE MASTER SERVICER OR THE TRUSTEE, WHICH
                           WILL BE DEEMED REPRESENTED BY AN OWNER OF A
                           BOOK-ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE OR
                           UNLESS AN OPINION SPECIFIED IN SECTION 6.02 OF THE
                           AGREEMENT IS PROVIDED.

                           [In the case of the Class P Certificates and Class CE
                           Certificates]: NO TRANSFER OF THIS CERTIFICATE MAY BE
                           MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES
                           EITHER A CERTIFICATION PURSUANT TO SECTION 6.02(H) OF
                           THE AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY
                           TO THE TRUSTEE THAT THE PURCHASE AND HOLDING OF THIS
                           CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW,
                           WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT
                           PROHIBITED TRANSACTIONS UNDER SECTION 406 OF THE
                           EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
                           AMENDED ("ERISA") OR SECTION 4975 OF THE CODE AND
                           WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER OR THE
                           DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION
                           TO THOSE UNDERTAKEN IN THE AGREEMENT.]

         "ELIGIBLE PURCHASER" means a corporation, partnership or other entity
which we have reasonable grounds to believe and do believe (i) can make
representations with respect to itself to substantially the same effect as the
representations set forth herein, and (ii) is either a Qualified Institutional
Buyer as defined under Rule 144A of the Act or an institutional "Accredited
Investor" as defined under Rule 501 of the Act.

         Terms not otherwise defined herein shall have the meanings assigned to
them in the Pooling and Servicing Agreement, dated as of March 1, 2005, among
Bear Stearns Asset Backed Securities I LLC, as depositor, EMC Mortgage
Corporation, as seller and master servicer and LaSalle Bank National
Association, as Trustee (the "Pooling and Servicing Agreement').

         If the Purchaser proposes that its Certificates be registered in the
name of a nominee on its behalf, the Purchaser has identified such nominee
below, and has caused such nominee to complete the Nominee Acknowledgment at the
end of this letter.

Name of Nominee (if any):____________________________



                                      E-4
<PAGE>


         IN WITNESS WHEREOF, this document has been executed by the undersigned
who is duly authorized to do so on behalf of the undersigned Eligible Purchaser
on the ___ day of ________, 20___.


                                              Very truly yours,

                                              [PURCHASER]


                                              By:______________________________
                                                     (Authorized Officer)


                                              By:______________________________
                                                     (Attorney-in-fact)

<PAGE>


                             Nominee Acknowledgment

         The undersigned hereby acknowledges and agrees that as to the
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Purchaser identified above, for whom the undersigned is acting
as nominee.


                                              [NAME OF NOMINEE]


                                              By:______________________________
                                                     (Authorized Officer)


                                              By:______________________________
                                                     (Attorney-in-fact)

<PAGE>


                                    EXHIBIT F

                FORM OF RULE 144A AND RELATED MATTERS CERTIFICATE

[SELLER]

Bear Stearns Asset Backed Securities I LLC
383 Madison Avenue
New York, New York 10179

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

         Re:      Bear Stearns Asset Backed Securities I Trust 2005-HE3,
                  Asset-Backed Certificates, Series 2005-HE3 (the
                  "Certificates"), including the Class __ CERTIFICATES (THE
                  "PRIVATELY OFFERED CERTIFICATES")

Dear Ladies and Gentlemen:

         In connection with our purchase of Privately Offered Certificates, the
undersigned certifies to each of the parties to whom this letter is addressed
that it is a qualified institutional buyer (as defined in Rule 144A under the
Securities Act of 1933, as amended (the "Act")) as follows:

1.       It owned and/or invested on a discretionary basis eligible securities
(excluding affiliate's securities, bank deposit notes and CD's, loan
participations, repurchase agreements, securities owned but subject to a
repurchase agreement and swaps), as described below:

         Date: ______________, 20__ (must be on or after the close of its most
recent fiscal year)

         Amount: $ _____________________; and

2.       The dollar amount set forth above is:

         a.       greater than $100 million and the undersigned is one of the
                  following entities:

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

                  (y)   [-]   an investment company registered under the
                              Investment Company Act or any business
                              development company as defined in Section
                              2(a)(48) of the Investment Company Act of
                              1940; or

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



                                      F-1
<PAGE>


                  (z)   [-]   a Small Business Investment Company licensed
                              by the U.S. Small Business Administration
                              under Section 301(c) or (d) of the Small
                              Business Investment Act of 1958; or

                  (aa)  [-]   a plan (i) established and maintained by a
                              state, its political subdivisions, or any
                              agency or instrumentality of a state or its
                              political subdivisions, the laws of which
                              permit the purchase of securities of this
                              type, for the benefit of its employees and
                              (ii) the governing investment guidelines of
                              which permit the purchase of securities of
                              this type; or

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

                  (cc)  [-]   a corporation (other than a U.S. bank,
                              savings and loan association or equivalent
                              foreign institution), partnership,
                              Massachusetts or similar business trust, or
                              an organization described in Section
                              501(c)(3) of the Internal Revenue Code; or

                  (dd)  [-]   a U.S. bank, savings and loan association or
                              equivalent foreign institution, which has an
                              audited net worth of at least $25 million as
                              demonstrated in its latest annual financial
                              statements; or

                  (ee)  [-]   an investment adviser registered under the
                              Investment Advisers Act; or

         b.    [-]   greater than $10 million, and the
                     undersigned is a broker-dealer registered
                     with the SEC; or

         c.    [-]   less than $10 million, and the undersigned
                     is a broker-dealer registered with the SEC
                     and will only purchase Rule 144A securities
                     in transactions in which it acts as a
                     riskless principal (as defined in Rule
                     144A); or

         d.    [-]   less than $100 million, and the undersigned
                     is an investment company registered under
                     the Investment Company Act of 1940, which,
                     together with one or more registered
                     investment companies having the same or an
                     affiliated investment adviser, owns at least
                     $100 million of eligible securities; or

         e.    [-]   less than $100 million, and the undersigned
                     is an entity, all the equity owners of which
                     are qualified institutional buyers.

         The undersigned further certifies that it is purchasing a Privately
Offered Certificate for its own account or for the account of others that
independently qualify as "Qualified Institutional Buyers" as defined in Rule
144A. It is aware that the sale of the Privately Offered Certificates is being
made in reliance on its continued compliance with Rule 144A. It is aware that
the transferor may rely on the exemption from the provisions of Section 5 of the
Act provided by



                                      F-2
<PAGE>


Rule 144A. The undersigned understands that the Privately Offered Certificates
may be resold, pledged or transferred only to (i) a person reasonably believed
to be a Qualified Institutional Buyer that purchases for its own account or for
the account of a Qualified Institutional Buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance in Rule 144A, or (ii) an
institutional "accredited investor," as such term is defined under Rule 501 of
the Act in a transaction that otherwise does not constitute a public offering.

         The undersigned agrees that if at some future time it wishes to dispose
of or exchange any of the Privately Offered Certificates, it will not transfer
or exchange any of the Privately Offered Certificates to a Qualified
Institutional Buyer without first obtaining a Rule 144A and Related Matters
Certificate in the form hereof from the transferee and delivering such
certificate to the addressees hereof. Prior to making any transfer of Privately
Offered Certificates, if the proposed Transferee is an institutional "accredited
investor," the transferor shall obtain from the transferee and deliver to the
addressees hereof an Investment Letter in the form attached to the Pooling and
Servicing Agreement, dated as of March 1, 2005, among Bear Stearns Asset Backed
Securities I LLC, EMC Mortgage Corporation and LaSalle Bank National
Association, as Trustee, pursuant to which the Certificates were issued.

         The undersigned certifies that it either: (i) is not acquiring the
Privately Offered Certificate directly or indirectly by, or on behalf of, an
employee benefit plan or other retirement arrangement which is subject to Title
I of the Employee Retirement Income Security Act of 1974, as amended, and/or
section 4975 of the Internal Revenue Code of 1986, as amended, or (ii) in the
case of the Privately Offered Certificates, has provided the Opinion of Counsel
required by the Agreement.

         If the Purchaser proposes that its Certificates be registered in the
name of a nominee on its behalf, the Purchaser has identified such nominee
below, and has caused such nominee to complete the Nominee Acknowledgment at the
end of this letter.

Name of Nominee (if any):___________________________



                                      F-3
<PAGE>


         IN WITNESS WHEREOF, this document has been executed by the undersigned
who is duly authorized to do so on behalf of the undersigned Eligible Purchaser
on the ___ day of ________, 20___.


                                              Very truly yours,

                                              [PURCHASER]


                                              By:______________________________
                                                     (Authorized Officer)


                                              By:______________________________
                                                     (Attorney-in-fact)

<PAGE>


                             Nominee Acknowledgment

         The undersigned hereby acknowledges and agrees that as to the
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Purchaser identified above, for whom the undersigned is acting
as nominee.


                                              [NAME OF NOMINEE]


                                              By:______________________________
                                                     (Authorized Officer)


                                              By:______________________________
                                                     (Attorney-in-fact)

<PAGE>


                                    EXHIBIT G

                           FORM OF REQUEST FOR RELEASE

To:      LaSalle Bank National Association
         135 South LaSalle Street, Suite 1625
         Chicago, Illinois 60603


RE:      Pooling and Servicing Agreement, dated as of March 1, 2005, among Bear
         Stearns Asset Backed Securities I LLC, as Depositor, EMC Mortgage
         Corporation, as seller and master SERVICER AND LASALLE BANK NATIONAL
         ASSOCIATION, AS TRUSTEE

         In connection with the administration of the Mortgage Loans held by you
pursuant to the above-captioned Pooling and Servicing Agreement, we request the
release, and hereby acknowledge receipt, of the Mortgage File for the Mortgage
Loan described below, for the reason indicated.

MORTGAGE LOAN NUMBER:

Mortgagor Name, Address & Zip Code:

Reason for Requesting Documents (check one):

_____    1.       Mortgage Paid in Full and proceeds have been deposited into
                  the Custodial Account

_____    2.       Foreclosure

_____    3.       Substitution

_____    4.       Other Liquidation

_____    5.       Nonliquidation              Reason:_______________________

_____    6.       California Mortgage Loan paid in full


                                           By:______________________________
                                                    (authorized signer)

                                           Issuer:__________________________
                                           Address:_________________________

                                           Date:____________________________



                                      G-1
<PAGE>


                                    EXHIBIT H

                          DTC Letter of Representations
                             [provided upon request]





                                      H-1
<PAGE>


                                    EXHIBIT I

                   Schedule of Mortgage Loans with Lost Notes
                             [provided upon request]





                                      I-1
<PAGE>


                                    EXHIBIT J

                           FORM OF CUSTODIAL AGREEMENT
                           ---------------------------

         THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of March 31, 2005, by and among LASALLE BANK
NATIONAL ASSOCIATION, not individually but solely as trustee under the Pooling
and Servicing Agreement defined below (including its successors under the
Pooling and Servicing Agreement defined below, in that capacity, the "Trustee")
and as custodian (together with any successor in interest or any successor
appointed hereunder, in that capacity, the "Custodian"), BEAR STEARNS ASSET
BACKED SECURITIES I LLC, as depositor (together with any successor in interest,
the "Depositor") and EMC MORTGAGE CORPORATION, as seller (in that capacity, the
"Seller") and master servicer (together with any successor in interest or
successor under the Pooling and Servicing Agreement referred to below, the
"Master Servicer").


                                WITNESSETH THAT:
                                ----------------

         WHEREAS, the Depositor, the Seller, the Master Servicer and the Trustee
have entered into a Pooling and Servicing Agreement, dated as of March 1, 2005,
relating to the issuance of Bear Stearns Asset Backed Securities I Trust
2005-HE3, Asset-Backed Certificates, Series 2005-HE3 (as in effect on the date
of this Agreement, the "Original Pooling and Servicing Agreement," and as
amended and supplemented from time to time, the "Pooling and Servicing
Agreement"); and all custodian obligations are defined herein. In the event any
custodian obligations are defined in the Pooling and Servicing Agreement, this
custodial agreement shall supercede.

         WHEREAS, the Custodian has agreed to act as agent for the Trustee on
behalf of the Certificateholders for the purposes of receiving and holding
certain documents and other instruments delivered by the Depositor, the Seller
or the Master Servicer under the Pooling and Servicing Agreement and the
Servicers, if any, under their respective Servicing Agreements, all upon the
terms and conditions and subject to the limitations hereinafter set forth;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trustee, the Depositor, the
Seller, the Master Servicer and the Custodian hereby agree as follows:


                                   ARTICLE I.
                                   DEFINITIONS

DEFINITIONS. For the purposes of this Agreement, the following terms shall have
the indicated meanings unless the context or use indicates another or different
meaning and intent, the definitions of such terms are equally applicable to the
singular and the plural forms of such terms, the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Agreement as a whole
and not to any particular section or other subdivision, and section references
refer to sections of this Agreement.

         "AGREEMENT" shall mean this Custodial Agreement, as further
supplemented or amended from time to time.



                                      J-1
<PAGE>


         "BUSINESS DAY" shall mean any day other than (i) a Saturday or a
Sunday, or (ii) a day on which banking institutions in The City of New York, New
York, Chicago, Illinois, Minneapolis, Minnesota or the city in which the
Corporate Trust Office of the Trustee or the principal office of the Master
Servicer is located are authorized or obligated by law or executive order to be
closed.

         "CLOSING DATE" shall mean March 31, 2005.

         "MASTER SERVICER" shall mean EMC Mortgage Corporation, in its capacity
as master servicer, and its successors and assigns.

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

         "MERS MORTGAGE LOAN" shall mean any Mortgage Loan registered with MERS
on the MERS(R) system.

         "MERS(R) SYSTEM" shall mean the system of recording transfers of
Mortgages electronically maintained by MERS.

         "MIN" shall mean the Mortgage Identification Number for Mortgage Loans
registered with MERS on the MERS System.

         "MOM LOAN" shall mean with respect to any Mortgage Loan, MERS acting as
the mortgagee of such Mortgage Loan, solely as nominee for the originator of
such Mortgage Loan and its successors and assigns, at the origination thereof.

         "MORTGAGE" shall mean the mortgage, deed of trust or other instrument
creating a first or second lien on or first or second priority ownership
interest in an estate in fee simple in real property securing a Mortgage Note.

         "MORTGAGE ASSIGNMENT" shall mean an assignment of the Mortgage in
recordable form, sufficient under the laws of the jurisdiction wherein the
related Mortgaged Property is located to reflect the sale of the Mortgage.

         "MORTGAGE FILE" shall have the meaning set forth in Section 2 hereof.

         "MORTGAGE LOAN" shall mean a first or subordinate lien mortgage loan on
a one-to-four family residential property.

         "MORTGAGE LOAN SCHEDULE" shall mean the electronic schedule of Mortgage
Loans identified in Schedule A.

         "MORTGAGED PROPERTY" shall mean the real property securing repayment of
a Mortgage Loan.

         "MORTGAGOR" shall mean the obligor on a Mortgage Note.



                                      J-2
<PAGE>


         "NOTE" shall mean any promissory note or other evidence of indebtedness
evidencing the indebtedness of a Mortgagor under a Mortgage Loan.

         "SERVICER" shall mean the related servicer of the Mortgage Loans as
designated by Owner.

         "TRUSTEE" shall mean LaSalle Bank National Association, a national
banking association, not in its individual capacity, but solely in its capacity
as trustee for the benefit of the Certificateholders under this Agreement, and
any successor thereto, and any corporation or national banking association
resulting from or surviving any consolidation or merger to which it or its
successors may be a party and any successor trustee as may from time to time be
serving as successor trustee hereunder.

         Any Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned in the Original Pooling and Servicing
Agreement, unless otherwise required by the context herein.


                                   ARTICLE II.
                          CUSTODY OF MORTGAGE DOCUMENTS

         Section 2.1. CUSTODIAN TO ACT AS AGENT: ACCEPTANCE OF MORTGAGE FILES.
The Custodian, as the duly appointed custodial agent of the Trustee for these
purposes, acknowledges (subject to any exceptions noted in the Initial
Certification referred to in Section 2.3(a)) receipt of the Mortgage Files
relating to the Mortgage Loans identified on the Schedule attached hereto (the
"Mortgage Loan Schedule") and declares that it holds and will hold such Mortgage
Files as agent for the Trustee, in trust, for the use and benefit of all present
and future Certificateholders.

         Section 2.2. RECORDATION OF ASSIGNMENTS. If any Mortgage File includes
one or more assignments of Mortgage that have not been recorded and the related
Mortgage Loan is not a MERS Loan or the Custodian has not received written
instructions from the Seller or the Trustee that the related Mortgaged
Properties are located in jurisdictions under the laws of which the recordation
of such assignment is not necessary to protect the Trustee's interest therein,
each such assignment shall be delivered by the Custodian to the Seller for the
purpose of recording it in the appropriate public office for real property
records, and the Seller, at no expense to the Custodian, shall promptly cause to
be recorded in the appropriate public office for real property records each such
assignment of Mortgage and, upon receipt thereof from such public office, shall
return each such assignment of Mortgage to the Custodian.

         Section 2.3. REVIEW OF MORTGAGE FILES.

         (a)      The documents set forth in the definition "Mortgage File"
herein shall be delivered and released to the Custodian relating to each of the
Mortgage Loans to be purchased on a Closing Date. The related Mortgage Loans
shall be identified in the Mortgage Loan Schedule in electronic format which
shall be delivered to the Custodian at least two Business Days prior to each
Closing Date. On or prior to the Closing Date, the Custodian shall deliver to
the Seller and the Trustee an Initial Certification in the form annexed hereto
as Exhibit One



                                      J-3
<PAGE>


evidencing receipt (subject to any exceptions noted therein) of a Mortgage File
for each of the Mortgage Loans listed on Schedule A attached hereto (the
"Mortgage Loan Schedule").

         (b)      Within 90 days thereafter, the Custodian agrees, for the
benefit of Certificateholders, to review each such document, and shall deliver
to the Seller, the Master Servicer and the Trustee an Interim Certification in
the form annexed hereto as Exhibit Two to the effect that all such documents
have been executed and received and that such documents relate to the Mortgage
Loans identified on the Mortgage Loan Schedule, except for any exceptions listed
on Schedule A attached to such Interim Certification. The Custodian shall be
under no duty or obligation to inspect, review or examine said documents,
instruments, certificates or other papers to determine that the same are
genuine, enforceable, or appropriate for the represented purpose or that they
have actually been recorded or that they are other than what they purport to be
on their face.

         (c)      Not later than 180 days after the Closing Date, the Custodian
shall review, for the benefit of Certificateholders, the Mortgage Files and
deliver to the Seller, the Master Servicer and the Trustee a Final Certification
in the form annexed hereto as Exhibit Three evidencing whether each document
required to be recorded has been returned from the recording office with
evidence of recording thereon and the Custodian has received either an original
or a copy thereof. If the Custodian finds any document missing, or to be
unrelated, determined on the basis of the mortgagor name, original principal
balance and loan number, to the mortgage loans identified on the Mortgage Loan
Schedule or to appear defective on its face, the Custodian shall note such
defect in the exception report attached to the Final Certification and shall
promptly notify the Trustee.

         (d)      In reviewing the Mortgage Files as provided herein, the
Custodian shall make no representation as to and shall not be responsible to
verify (i) the validity, legality, enforceability, due authorization,
recordability, sufficiency or genuineness of any of the documents included in
any Mortgage File or (ii) the collectibility, insurability, effectiveness or
suitability of any of the documents in any Mortgage File.

         In performing any such review, the Custodian may conclusively rely on
the purported due execution and genuineness of any such document and on the
purported genuineness of any signature thereon.

         Upon receipt of written request from the Trustee, the Custodian shall
as soon as practicable supply the Trustee with a list of all of the documents
relating to the Mortgage Loans missing from the Mortgage Files.

         Section 2.4. CUSTODIAN TO COOPERATE: RELEASE OF MORTGAGE FILES. Upon
receipt of written notice per Exhibit Four or Electronic Release Request per
Exhibit Five from the Trustee that the Seller has repurchased a Mortgage Loan
pursuant to Article II of the Pooling and Servicing Agreement, and a request for
release (a "Request for Release") confirming that the purchase price therefore
has been paid as required under the Pooling and Servicing Agreement, then the
Custodian agrees to promptly release to the Seller the related Mortgage File.



                                      J-4
<PAGE>


         Upon the Custodian's receipt of a Request for Release substantially in
the form of Exhibit Four or Three attached hereto or Electronic Release Request
per Exhibit Five, stating that it has received payment in full of a Mortgage
Loan or that payment in full will be escrowed in a manner customary for such
purposes, the Custodian agrees promptly to release to the Master Servicer, the
related Mortgage File. The Depositor shall deliver to the Custodian and the
Custodian agrees to review in accordance with the provisions of the Custodial
Agreement the Mortgage Note and other documents constituting the Mortgage File
with respect to any Replacement Mortgage Loan.

         From time to time as is appropriate for the servicing or foreclosure of
any Mortgage Loan, the Master Servicer shall deliver to the Custodian a Request
for Release per Exhibit Four or Electronic Release Request per Exhibit Five
requesting that possession of all of the Mortgage File be released to the Master
Servicer and certifying as to the reason for such release. Upon receipt of the
foregoing, the Custodian shall deliver the Mortgage File to the Master Servicer.
The Master Servicer shall cause each Mortgage File or any document therein so
released to be returned to the Custodian when the need therefore by the Master
Servicer no longer exists, unless (i) the Mortgage Loan has been liquidated, or
(ii) the Mortgage File or such document has been delivered to an attorney, or to
a public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property.

         Section 2.5. ASSUMPTION AGREEMENTS. In the event that any assumption
agreement, substitution of liability agreement or sale of servicing agreement is
entered into with respect to any Mortgage Loan subject to this Agreement, the
Master Servicer shall notify the Custodian that such assumption or substitution
agreement has been completed by forwarding to the Custodian the original of such
assumption or substitution agreement, which shall be added to the related
Mortgage File and, for all purposes, shall be considered a part of such Mortgage
File to the same extent as all other documents and instruments constituting
parts thereof.


                                  ARTICLE III.
                            CONCERNING THE CUSTODIAN

         Section 3.1. CUSTODIAN A BAILEE AND AGENT OF THE TRUSTEE. With respect
to each Mortgage Note, Mortgage and other documents constituting each Mortgage
File which are delivered to the Custodian, the Custodian is exclusively the
bailee and custodial agent of the Trustee and has no instructions to hold any
Mortgage Note or Mortgage for the benefit of any person other than the Trustee
and the Certificateholders and undertakes to perform such duties and only such
duties as are specifically set forth in this Agreement. Except upon compliance
with the provisions of Section 2.4 of this Agreement, no Mortgage Note, Mortgage
or Mortgage File shall be delivered by the Custodian to the Seller, the
Depositor or the Master Servicer or otherwise released from the possession of
the Custodian.

         Section 3.2. CUSTODIAN MAY OWN CERTIFICATES. The Custodian in its
individual or any other capacity may become the owner or pledgee of interests in
the Mortgage Loans with the same rights it would have if it were not Custodian.



                                      J-5
<PAGE>


         Section 3.3. MASTER SERVICER TO PAY CUSTODIAN'S FEES AND EXPENSES. The
Master Servicer covenants and agrees to pay to the Custodian from time to time,
and the Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith. A separate fee schedule will apply between the
Custodian and the Master Servicer.

         Section 3.4. CUSTODIAN MAY RESIGN; TRUSTEE MAY REMOVE CUSTODIAN. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such written notice of resignation, the Trustee shall
either take custody of the Mortgage Files itself and give prompt written notice
thereof to the Depositor, the Master Servicer and the Custodian, or promptly
appoint a successor Custodian by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning Custodian and one copy to
the successor Custodian. If the Trustee shall not have taken custody of the
Mortgage Files and no successor Custodian shall have been so appointed and have
accepted appointment within 30 days after the giving of such written notice of
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.

         The Trustee may remove the Custodian at any time upon 60 days prior
written notice to Custodian. In such event, the Trustee shall appoint, or
petition a court of competent jurisdiction to appoint, a successor Custodian
hereunder. Any successor Custodian shall be a depository institution subject to
supervision or examination by federal or state authority shall be able to
satisfy the other requirements contained in Section 3.7 and shall be
unaffiliated with the Master Servicer and the Depositor.

                  Any resignation or removal of the Custodian and appointment of
a successor Custodian pursuant to any of the provisions of this Section 3.4
shall become effective upon acceptance of appointment by the successor
Custodian. The Trustee shall give prompt notice to the Depositor and the Master
Servicer of the appointment of any successor Custodian. Notwithstanding anything
to the contrary set forth herein, no successor Custodian shall be appointed by
the Trustee without the prior approval of the Depositor and the Master Servicer.

         Section 3.5. MERGER OR CONSOLIDATION OF CUSTODIAN. Any Person into
which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

         Section 3.6. REPRESENTATIONS OF THE CUSTODIAN. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or



                                      J-6
<PAGE>


state authority, has a combined capital and surplus of at least $15,000,000 and
is qualified to do business in the jurisdictions in which it will hold any
Mortgage File.

         Section 3.7. LIMITATION ON LIABILITY. Neither the Custodian nor any of
its directors, officers, agents or employees, shall be liable for any action
taken or omitted to be taken by it or them hereunder or in connection herewith
in good faith and believed (which belief may be based upon the opinion or advice
of counsel selected by it in the exercise of reasonable care) by it or them to
be within the purview of this Agreement, except for its or their own negligence,
lack of good faith or willful misconduct. The Custodian and any director,
officer, employee or agent of the Custodian may rely in good faith on any
document of any kind prima facie properly executed and submitted by any person
respecting any matters arising hereunder. In no event shall the Custodian or its
directors, officers, agents and employees be held liable for any special,
indirect or consequential damages resulting from any action taken or omitted to
be taken by it or them hereunder or in connection herewith even if advised of
the possibility of such damages.

         Notwithstanding anything herein to the contrary, the Custodian agrees
to indemnify the Trust Fund, the Trustee and each of their respective officers,
directors and agents for any and all liabilities, obligations, losses, damages,
payments, costs or expenses of any kind whatsoever that may be imposed on,
incurred by or asserted against the Trustee or Trust Fund, due to any negligent
performance by the Custodian of its duties and responsibilities under this
Agreement; provided, however, that the Custodian shall not be liable to any of
the foregoing Persons for any amount and any portion of any such amount
resulting from the willful misfeasance, bad faith or negligence of such person,
and the Custodian's reliance on instructions from the Trustee or the Master
Servicer. The provisions of this Section 3.7 shall survive the termination of
this Custodial Agreement.

         The Custodian and its directors, officers, employees and agents shall
be entitled to indemnification and defense from the Trust Fund for any loss,
liability or expense incurred without negligence, willful misconduct, bad faith
on their part, arising out of, or in connection with, the acceptance or
administration of the custodial arrangement created hereunder, including the
costs and expenses of defending themselves against any claim or liability in
connection with the exercise or performance of any of their powers or duties
hereunder.

         Section 3.8. LIMITATION OF DUTIES. THE CUSTODIAN IN ITS CAPACITY AS
SUCH:

         (a)      in the course of its review of the Mortgage Files, shall not
be required to make determinations (1) of a legal nature or (2) as to the
authority of any officer or agent of the Master Servicer, Trustee or other
entity who has executed (or certified with respect to) any document which is
part of the Mortgage File;

         (b)      shall have no duties or obligations other than those
specifically set forth herein or as may subsequently be agreed upon in writing
by the parties hereto and shall use the same degree of care and skill as is
reasonably expected of financial institutions acting in comparable capacities;



                                      J-7
<PAGE>


         (c)      will be regarded as making no representations and having no
responsibilities as to the validity, sufficiency, value, genuineness, ownership
or transferability of any Mortgage Loans and will not be required to and will
not make any representations as to the validity, value or genuineness of the
Mortgage Loans;

         (d)      shall not be obligated to take any legal action hereunder
which might in its judgment involve any expense or liability unless it has been
furnished with reasonable indemnity;

         (e)      may rely on and shall be protected in acting upon any
certificate, instrument, opinion, notice, letter, telegram or other document, or
any security, delivered to it and reasonably believed by it to be genuine and to
have been signed by the Master Servicer or the Trustee;

         (f)      may rely on and shall be protected in acting upon the written
instructions of the Master Servicer or the Trustee and such employees and
representatives of the Master Servicer and the Trustee, as applicable, may
hereinafter designate in writing;

         (g)      may consult counsel satisfactory to it (including counsel for
the Trustee or the Master Servicer) and the opinion of such counsel shall be
full and complete authorization and protection in respect of any action taken,
suffered, or omitted by it hereunder in good faith and in accordance with the
opinion of such counsel (provided that the fees of such counsel in connection
with such consultation and opinion shall be paid by the Custodian); and

         (h)      shall not be liable for any error of judgment, or for any act
done or step taken or omitted by it, in good faith, or for any mistake of fact
or law, or for anything which it may do or refrain from doing in connection
therewith, except in the case of a breach of any of the Custodian's obligations
hereunder, negligence or willful misconduct.

         The Custodian shall be held to the same standard of conduct, and shall
be entitled to the same protections, privileges and immunities as other
custodians acting in a custodial capacity are generally afforded.

         No covenant or agreement contained herein shall be deemed to be the
covenant or agreement of any member of the Board of Directors, or any director,
officer, agent, employee or representative of the Trustee, Master Servicer or
the Custodian in his or her individual capacity and none of such persons shall
be subject to any personal liability or accountability by reason of the
execution of this Agreement, whether by virtue of any constitution, statute or
rule of law or by the enforcement of any assessment or penalty, or otherwise.


                                   ARTICLE IV.
                            MISCELLANEOUS PROVISIONS

         Section 4.1. NOTICES. All notices, requests, consents and demands and
other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed



                                      J-8
<PAGE>


by the particular party whose address is stated herein by similar notice in
writing), in which case the notice will be deemed delivered when received.

         Section 4.2. AMENDMENTS. No modification or amendment of or supplement
to this Agreement shall be valid or effective unless the same is in writing and
signed by all parties hereto. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling and Servicing Agreement
and furnish the Custodian with written copies thereof.

         Section 4.3. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW.

         Section 4.4. RECORDATION OF AGREEMENT. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Depositor and at the Trust's expense, but
only upon direction accompanied by an Opinion of Counsel reasonably satisfactory
to the Depositor to the effect that the failure to effect such recordation is
likely to materially and adversely affect the interests of the
Certificateholders.

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

         Section 4.5. SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.


                            [Signature Page Attached]



                                      J-9
<PAGE>


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


Address:                                      LASALLE BANK NATIONAL ASSOCIATION,
                                              not individually but solely as
                                              Trustee
135 South LaSalle Street
Chicago, IL 60603

Attention:  BSABS I 2005-HE3                  By:__________________________
Telecopy:                                     Name:
Confirmation:                                 Title:



Address:                                      LASALLE BANK NATIONAL ASSOCIATION,
                                              as Custodian

2571 Busse Rd., Suite 200
Elk Grove Village, IL 60007                   By:__________________________
                                              Name:
                                              Title:



Address:                                      BEAR STEARNS ASSET BACKED
                                              SECURITIES I LLC

383 Madison Avenue
New York, New York 10179                      By:__________________________
                                              Name:
                                              Title:



Address:                                      EMC MORTGAGE CORPORATION

909 Hidden Ridge Drive, Suite 200
Irving, Texas 75038                           By:__________________________
                                              Name:
                                              Title:

<PAGE>


STATE OF ILLINOIS     )
                      ) ss:
COUNTY OF COOK        )


         On the 31st day of March 2005 before me, a notary public in and for
said State, personally appeared _____________________________________ , known to
me to be a(n) __________________________ of LaSalle Bank National Association,
one of the parties that executed the within agreement, and also known to me to
be the person who executed the within agreement on behalf of said party and
acknowledged to me that such party executed the within instrument.

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


                                              ______________________________
                                                     Notary Public


[SEAL]

<PAGE>


STATE OF ILLINIOS   )
                    ) ss:
COUNTY OF           )


         On the 31st day of March 2005 before me, a notary public in and for
said State, personally appeared _____________________________________, known to
me to be a(n) ____________________________ of LaSalle Bank National Association,
one of the parties that executed the within instrument, and also known to me to
be the person who executed it on behalf of said party, and acknowledged to me
that such party executed the within instrument.

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


                                              ______________________________
                                                     Notary Public


[Notarial Seal]

<PAGE>


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


         On the 31st day of March 2005 before me, a notary public in and for
said State, personally appeared ___________________________, known to me to be
a(n) ____________________ of Bear Stearns Asset Backed Securities I LLC, and
also known to me to be the person who executed the within instrument on behalf
of said party, and acknowledged to me that such party executed the within
instrument.

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


                                              ______________________________
                                                     Notary Public


[SEAL]

<PAGE>


STATE OF TEXAS      )
                    ) ss:
COUNTY OF DALLAS    )


         On the 31st day of March 2005 before me, a notary public in and for
said State, personally appeared __________________, known to me to be a/an
___________________ of EMC Mortgage Corporation, one of the parties that
executed the within instrument, and also known to me to be the person who
executed the within instrument on behalf of said party, and acknowledged to me
that such party executed the within instrument.

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


                                              ______________________________
                                                     Notary Public


[Notarial Seal]

<PAGE>


                                   SCHEDULE A
                             (Provided upon request)





                                      J-A-1
<PAGE>


                                   EXHIBIT ONE

                     FORM OF CUSTODIAN INITIAL CERTIFICATION

                                                March 31, 2005


LaSalle Bank National Association
135 South LaSalle Street
Chicago, IL 60603

EMC Mortgage Corporation
909 Hidden Ridge Drive, Suite 200
Irving, Texas 75038

Attention: Bear Stearns Asset Backed Securities I LLC, Series 2005-HE3

         Re:      Custodial Agreement, dated as of March 31, 2005, by and among
                  LaSalle Bank National Association, Bear Stearns Asset Backed
                  Securities I LLC, and EMC Mortgage Corporation, relating to
                  Bear Stearns Asset Backed Securities I Trust 2005-HE3,
                  Asset-Backed Certificates, SERIES 2005-HE3

Ladies and Gentlemen:

         In accordance with Section 2.3(a) of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
the following documents with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto: (i) an original note, including any riders thereto, endorsed without
recourse to the order of LaSalle Bank National Association, as Trustee for
certificateholders of ___________________________ and showing an unbroken chain
of endorsements from the original payee thereof to the person endorsing it to
the Trustee; (ii) an original mortgage and, if the related mortgage loan is a
MERS Loan, registered with MERS, noting the presence of the mortgage
identification number and language indicating that such mortgage loan is a MERS
Loan, which shall have been recorded (or if the original is not available, a
copy) with evidence of such recording indicated thereon (or if clause (x) in the
proviso below applies, shall be in recordable form); (iii) unless the mortgage
loan is a MERS Loan, the assignment (either an original or a copy, which may be
in the form of a blanket assignment if permitted in the jurisdiction in which
the mortgage property is located) to the Trustee of the mortgage with respect to
each mortgage loan in the name of ___________________________, which shall have
been recorded (of if clause (x) in the proviso below applies, shall be in
recordable form); (iv) an original or a copy of all intervening assignments of
the mortgage, if any, with evidence of recording thereon; (v) the original
policy of title insurance or mortgagee's certificate of title insurance or
commitment or binder for title insurance, if available, or a copy thereof, or,
in the event that such original title insurance policy is unavailable, a
photocopy thereof, or in lieu thereof, a current lien search on the related
mortgaged property; and (vi) originals or copies of all available assumption,
modification or



                                     J-1-1
<PAGE>


substitution agreements, if any; provided, however, that in lieu of the
foregoing, the Seller may deliver the following documents, under the
circumstances set forth below: (x) if any mortgage, assignment thereof to the
Trustee or intervening assignments thereof have been delivered or are being
delivered to recording offices for recording and have not been returned in time
to permit their delivery as specified above, the Depositor may deliver a true
copy thereof with a certification by the Seller or the title company issuing the
commitment for title insurance, on the face of such copy, substantially as
follows: "Certified to be a true and correct copy of the original, which has
been transmitted for recording"; and (y) in lieu of the mortgage notes relating
to the mortgage loans identified in the list attached hereto, the Depositor may
deliver a lost note affidavit and indemnity and a copy of the original note, if
available.

         Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.


                                             LASALLE BANK NATIONAL ASSOCIATION


                                             By:______________________________
                                             Name:____________________________
                                             Title:___________________________



                                     J-1-2
<PAGE>


                                   SCHEDULE A

                             (PROVIDED UPON REQUEST)





                                     J-1-3
<PAGE>


                                   EXHIBIT TWO

                     FORM OF CUSTODIAN INTERIM CERTIFICATION

                                                     [DATE]

LaSalle Bank National Association
135 South LaSalle Street
Chicago, IL 60603

EMC Mortgage Corporation
909 Hidden Ridge Drive, Suite 200
Irving, Texas 75038

Attention: Bear Stearns Asset Backed Securities I LLC, Series 2005-HE3

         Re:      Custodial Agreement, dated as of March 31, 2005, by and among
                  LaSalle Bank National Association, Bear Stearns Asset Backed
                  Securities I LLC, and EMC Mortgage Corporation, relating to
                  Bear Stearns Asset Backed Securities I Trust 2005-HE3,
                  Asset-Backed Certificates, SERIES 2005-HE3

Ladies and Gentlemen:

         In accordance with Section 2.3(b) of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
and reviewed the documents described in its initial certification dated March
31, 2005 and has determined that: all documents have been executed and received
and that such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached hereto.

         Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.


                                             LASALLE BANK NATIONAL ASSOCIATION


                                             By:______________________________
                                             Name:____________________________
                                             Title:___________________________



                                     J-2-1
<PAGE>


                                   SCHEDULE A

                             (PROVIDED UPON REQUEST)





                                     J-2-2
<PAGE>


                                  EXHIBIT THREE

                      FORM OF CUSTODIAN FINAL CERTIFICATION

                                                       [DATE]

LaSalle Bank National Association
135 South LaSalle Street
Chicago, IL 60603

EMC Mortgage Corporation
909 Hidden Ridge Drive, Suite 200
Irving, Texas 75038

Attention: Bear Stearns Asset Backed Securities I LLC, Series 2005-HE3

         Re:      Custodial Agreement, dated as of March 31, 2005, by and among
                  LaSalle Bank National Association, Bear Stearns Asset Backed
                  Securities I LLC, and EMC Mortgage Corporation, relating to
                  Bear Stearns Asset Backed Securities I Trust 2005-HE3,
                  Asset-Backed Certificates, SERIES 2005-HE3

Ladies and Gentlemen:

         In accordance with Section 2.3(c) of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
and reviewed the documents described in its initial certification dated March
31, 2005 and has determined that: all documents have been executed and received
and that such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached hereto.

         Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.


                                             LASALLE BANK NATIONAL ASSOCIATION


                                             By:______________________________
                                             Name:____________________________
                                             Title:___________________________



                                     J-3-1
<PAGE>


                                   SCHEDULE A

                             (PROVIDED UPON REQUEST)





                                     J-3-2
<PAGE>


                                  EXHIBIT FOUR

              FORM OF REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT


To:      [Name/Address of Owner]


Attention:


         Re:      Custodial Agreement, dated as of March 31, 2005, by and among
                  LaSalle Bank National Association, Bear Stearns Asset Backed
                  Securities I LLC, and EMC Mortgage Corporation, relating to
                  Bear Stearns Asset Backed Securities I Trust 2005-HE3,
                  Asset-Backed Certificates, SERIES 2005-HE3

         In connection with the Mortgage Files that you hold pursuant to the
Custodial Agreement, we request the release, and acknowledge receipt of the
Mortgage file/[specify document] for the Mortgage Loan described below, the
reason indicated.


Mortgagor's Name, Address and Zip Code:


Mortgage Loan Number:


Reason for Requesting Documents:  (check one)

         _____ 1. Mortgage Loan paid in full. ([The Master Servicer] [A
Servicer] [the Trustee] hereby certifies that all amounts received in connection
therewith have been credited to
__________________________________________________________________________.)

         _____ 2. Mortgage Loan in foreclosure.

         _____ 3. Repurchase. (The [Master Servicer] [Trustee] hereby certifies
that the repurchase price has been credited to ______________________________.)

         _____ 4. Mortgage Loan liquidated by ______________________________.
([The Master Servicer] [A Servicer] [The Trustee] hereby certifies that all
proceeds of the foreclosure, insurance, condemnation or other liquidation have
been finally received and credited to _____________________________________.

         _____ 5. Other (explain):



                                     J-4-1
<PAGE>


                                  EXHIBIT FIVE

                       ELECTRONIC RELEASE REQUEST (Excel)
                       ----------------------------------

------------------------------   -----------------------------------------------
Collateral Release Tasks
------------------------------   -----------------------------------------------

------------------------------   -----------------------------------------------
Required Field Header            Description
------------------------------   -----------------------------------------------

------------------------------   -----------------------------------------------
CUSTOMER                         Value can be constant of '1018'
------------------------------   -----------------------------------------------

------------------------------   -----------------------------------------------
POOLNUM                          pool number if available, can be left blank as
                                 well
------------------------------   -----------------------------------------------

------------------------------   -----------------------------------------------
LOANID                           EMC loan#, required field
------------------------------   -----------------------------------------------

------------------------------   -----------------------------------------------
LOC_CODE                         Codes must be mutually agreed upon with
                                 custodian. Examples are PDPO= loans released
                                 for payoff, FORC = loans released for
                                 foreclosure, OLIQ= loans released for
                                 repurchase, NLIQ = loans released for
                                 non-liquidation/correction.
------------------------------   -----------------------------------------------

------------------------------   -----------------------------------------------
REL_CODE                         Codes must be mutually agreed upon with
                                 custodian. Examples are 1 = payoff, 2 =
                                 foreclosure, 4 = repurchase, 5 =
                                 non-liquidation.
------------------------------   -----------------------------------------------

------------------------------   -----------------------------------------------
REL_DOCLIST                      Can be left blank
------------------------------   -----------------------------------------------

------------------------------   -----------------------------------------------
NOTATION                         "Name of Person File Being Released To @
                                 Company Name" (i.e. Sharon Ayers@EMC)
------------------------------   -----------------------------------------------

------------------------------   -----------------------------------------------
REQSTR                           Can be left blank
------------------------------   -----------------------------------------------

------------------------------   -----------------------------------------------
REQSTR_SIG                       Signatory code assigned to requestor, TBD
------------------------------   -----------------------------------------------

------------------------------   -----------------------------------------------
AMEND                            0 = new release  request,  1= amend an existing
                                 released record (ie. FORC to PDPO)
------------------------------   -----------------------------------------------



                                     J-5-1
<PAGE>


                                    EXHIBIT K

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

         This certificate is being delivered pursuant to Section 3.16 of the
Pooling and Servicing Agreement, dated as of March 1, 2005 (the "Agreement"),
among Bear Stearns Asset Backed Securities I LLC, as depositor (the
"Depositor"), EMC Mortgage Corporation as seller (in that capacity, the
"Seller") and master servicer (in that capacity, the "Master Servicer") and
LaSalle Bank National Association as trustee (the "Trustee"). Capitalized terms
used herein and not otherwise defined have the meanings set forth in the
Agreement.

         I, [identify the certifying individual], on behalf of LaSalle Bank
National Association, as trustee (the "Trustee") certify that:

         1.       I have reviewed the annual report on Form 10-K for the fiscal
year [___], and all reports on Form 8-K containing distribution or servicing
reports filed in respect of periods included in the year covered by that annual
report, of the trust (the "Trust") created pursuant to the Pooling and Servicing
Agreement, dated March 1, 2005 (the "P&S Agreement"); and

         2.       Based on my knowledge, the distribution information in these
reports and any other information provided by the Trustee for inclusion in these
reports, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which the statements were made, not misleading
as of the last day of the period covered by that annual report.


                                        Date:____________________________

                                        [Signature]
                                        Name:
                                        Title:



                                      K-1
<PAGE>


                                    EXHIBIT L

                    FORM OF MORTGAGE LOAN PURCHASE AGREEMENT

         MORTGAGE LOAN PURCHASE AGREEMENT, dated as of March 31, 2005, as
amended and supplemented by any and all amendments hereto (collectively, "THIS
AGREEMENT"), by and among EMC MORTGAGE CORPORATION, a Delaware corporation (the
"MORTGAGE LOAN SELLER"), BEAR STEARNS ASSET BACKED SECURITIES I LLC, a Delaware
limited liability company (the "PURCHASER"), Encore Credit Corp. ("ENCORE") and
People's Choice Home Loan, Inc. ("PEOPLE'S CHOICE").

         Upon the terms and subject to the conditions of this Agreement, the
Mortgage Loan Seller agrees to sell, and the Purchaser agrees to purchase,
certain conventional, closed-end, fixed rate and adjustable rate, first and
second lien mortgage loans secured by one- to four-family residences
(collectively, the "MORTGAGE LOANS") as described herein. The Purchaser intends
to deposit the Mortgage Loans into a trust fund (the "TRUST FUND") and create
Bear Stearns Asset-Backed Securities I Trust 2005-HE3, Asset-Backed
Certificates, Series 2005-HE3 (the "CERTIFICATES"), under a pooling and
servicing agreement, to be dated as of March 31, 2005 (the "POOLING AND
SERVICING AGREEMENT"), among the Purchaser, as depositor, the Mortgage Loan
Seller, as seller and master servicer (in that capacity, the "MASTER SERVICER")
and LaSalle Bank National Association, as trustee (the "TRUSTEE").

         The Purchaser has filed with the Securities and Exchange Commission
(the "COMMISSION") a registration statement on Form S-3 (Number 333-113636)
relating to its Mortgage Pass-Through Certificates and the offering of certain
series thereof (including certain classes of the Certificates) from time to time
in accordance with Rule 415 under the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder (the
"SECURITIES ACT"). Such registration statement, when it became effective under
the Securities Act, and the prospectus relating to the public offering of
certain classes of the Certificates by the Purchaser (the "PUBLIC OFFERING"), as
each may be amended or supplemented from time to time pursuant to the Securities
Act or otherwise, are referred to herein as the "REGISTRATION STATEMENT" and the
"PROSPECTUS," respectively. The "PROSPECTUS SUPPLEMENT" shall mean that
supplement, dated March 29, 2005, to the Prospectus, dated April 26, 2004,
relating to certain classes of the Certificates. With respect to the Public
Offering of certain classes of the Certificates, Bear, Stearns & Co. Inc. ("BEAR
STEARNS") and the Purchaser have entered into a terms agreement, dated as of
March 29, 2005, to an underwriting agreement dated January 25, 2005 (together,
the "UNDERWRITING AGREEMENT") between Bear Stearns and the Purchaser.

         Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties hereto agree as follows:

         SECTION 1. DEFINITIONS. Certain terms are defined herein. Capitalized
terms used herein but not defined herein shall have the meanings specified in
the Pooling and Servicing Agreement. The following other terms are defined as
follows:

<PAGE>


         ACQUISITION PRICE: Cash in an amount equal to $ * (plus $ * in accrued
interest) and the retained certificates.

         BEAR STEARNS: Bear, Stearns & Co. Inc.

         CLOSING DATE: March 31, 2005.

         CUSTODIAL AGREEMENT: An agreement, dated as March 31, 2005, among the
Depositor, the Seller, the Master Servicer, the Trustee and the Custodian.

         CUT-OFF DATE: March 1, 2005.

         CUT-OFF DATE BALANCE: Shall mean $699,307,646.40.

         DELETED MORTGAGE LOAN: A Mortgage Loan replaced or to be replaced by a
Replacement Mortgage Loan.

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

         ENCORE: Encore Credit Corp., or its successors in interest.

         LASALLE: LaSalle Bank National Association, or its successors in
interest.

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

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

         MOODY'S: Moody's Investors Service, Inc., or its successors in
interest.

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

         MORTGAGE FILE: The items referred to in EXHIBIT 1 pertaining to a
particular Mortgage Loan and any additional documents required to be added to
such documents pursuant to this Agreement.

         MORTGAGE RATE: The annual rate of interest borne by a Mortgage Note as
stated herein.

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


----------
* Please contact Bear Stearns for pricing information.



                                      L-2
<PAGE>


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

         OPINION OF COUNSEL: A written opinion of counsel, who may be counsel
for the Mortgage Loan Seller or the Purchaser, reasonably acceptable to the
Trustee.

         PEOPLE'S CHOICE: People's Choice Home Loan, Inc., or its successors in
interest.

         PERSON: Any legal person, including any individual, corporation,
partnership, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

         PURCHASE PRICE: With respect to any Mortgage Loan required to be
purchased by the Mortgage Loan Seller, Encore or People's Choice pursuant to the
applicable provisions of this Agreement, an amount equal to the sum of (i) 100%
of the principal remaining unpaid on such Mortgage Loan as of the date of
purchase (including if a foreclosure has already occurred, the principal balance
of the related Mortgage Loan at the time the Mortgaged Property was acquired),
(ii) accrued and unpaid interest thereon at the Mortgage Interest Rate through
and including the last day of the month of purchase and (iii) any costs and
damages (if any) incurred by the Trust in connection with any violation of such
Mortgage Loan of any anti-predatory lending laws.

         RATING AGENCIES: Standard & Poor's and Moody's, each a "RATING AGENCY."

         REPLACEMENT MORTGAGE LOAN: A mortgage loan substituted for a Deleted
Mortgage Loan which must meet on the date of such substitution the requirements
stated herein and in the Pooling and Servicing Agreement; upon such
substitution, such mortgage loan shall be a "Mortgage Loan" hereunder.

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

         STANDARD & POOR'S: Standard & Poor's, a division of The McGraw-Hill
Companies, Inc. or its successors in interest.

         VALUE: The value of the Mortgaged Property at the time of origination
of the related Mortgage Loan, such value being the lesser of (i) the value of
such property set forth in an appraisal accepted by the applicable originator of
the Mortgage Loan or (ii) the sales price of such property at the time of
origination.

         SECTION 2. PURCHASE AND SALE OF THE MORTGAGE LOANS AND RELATED RIGHTS.
(a) Upon satisfaction of the conditions set forth in Section 11 hereof, the
Mortgage Loan Seller agrees to sell, and the Purchaser agrees to purchase
Mortgage Loans having an aggregate outstanding principal balance as of the
Cut-off Date equal to the Cut-off Date Balance.



                                      L-3
<PAGE>


         (b)      The closing for the purchase and sale of the Mortgage Loans
and the closing for the issuance of the Certificates will take place on the
Closing Date at the office of the Purchaser's counsel in New York, New York or
such other place as the parties shall agree.

         (c)      Upon the satisfaction of the conditions set forth in Section
11 hereof, on the Closing Date, the Purchaser shall pay to the Mortgage Loan
Seller the Acquisition Price for the Mortgage Loans in immediately available
funds by wire transfer to such account or accounts as shall be designated by the
Mortgage Loan Seller.

         SECTION 3. MORTGAGE LOAN SCHEDULES. The Mortgage Loan Seller agrees to
provide to the Purchaser as of the date hereof a preliminary listing of the
Mortgage Loans (the "PRELIMINARY MORTGAGE LOAN SCHEDULE") setting forth the
information listed on EXHIBIT 2 to this Agreement with respect to each of the
Mortgage Loans being sold by the Mortgage Loan Seller. If there are changes to
the Preliminary Mortgage Loan Schedule, the Mortgage Loan Seller shall provide
to the Purchaser as of the Closing Date a final schedule (the "FINAL MORTGAGE
LOAN SCHEDULE") setting forth the information listed on EXHIBIT 2 to this
Agreement with respect to each of the Mortgage Loans being sold by the Mortgage
Loan Seller to the Purchaser. The Final Mortgage Loan Schedule shall be
delivered to the Purchaser on the Closing Date, shall be attached to an
amendment to this Agreement to be executed on the Closing Date by the parties
hereto and shall be in form and substance mutually agreed to by the Mortgage
Loan Seller and the Purchaser (the "AMENDMENT"). If there are no changes to the
Preliminary Mortgage Loan Schedule, the Preliminary Mortgage Loan Schedule shall
be the Final Mortgage Loan Schedule for all purposes hereof.

         SECTION 4. MORTGAGE LOAN TRANSFER.

         (a)      The Purchaser will be entitled to all scheduled payments of
principal and interest on the Mortgage Loans due after the Cut-off Date
(regardless of when actually collected) and all payments thereof. The Mortgage
Loan Seller will be entitled to all scheduled payments of principal and interest
on the Mortgage Loans due on or before the Cut-off Date (including payments
collected after the Cut-off Date) and all payments thereof. Such principal
amounts and any interest thereon belonging to the Mortgage Loan Seller as
described above will not be included in the aggregate outstanding principal
balance of the Mortgage Loans as of the Cut-off Date as set forth on the Final
Mortgage Loan Schedule.

         (b)      Pursuant to various conveyancing documents to be executed on
the Closing Date and pursuant to the Pooling and Servicing Agreement, the
Purchaser will assign on the Closing Date all of its right, title and interest
in and to the Mortgage Loans to the Trustee for the benefit of the
Certificateholders. In connection with the transfer and assignment of the
Mortgage Loans, the Mortgage Loan Seller has delivered or will deliver or cause
to be delivered to the Trustee, or the Custodian on behalf of the Trustee, by
the Closing Date or such later date as is agreed to by the Purchaser and the
Mortgage Loan Seller (each of the Closing Date and such later date is referred
to as a "MORTGAGE FILE DELIVERY DATE"), the items of the Custodian's Mortgage
File, PROVIDED, HOWEVER, that in lieu of the foregoing, the Mortgage Loan Seller
may deliver the following documents, under the circumstances set forth below:
(x) in lieu of the original Mortgage, assignments to the Trustee or intervening
assignments thereof which have been delivered, are being delivered or will upon
receipt of recording information relating to the



                                      L-4
<PAGE>


Mortgage required to be included thereon, be delivered to recording offices for
recording and have not been returned in time to permit their delivery as
specified above, the Mortgage Loan Seller may deliver a true copy thereof with a
certification by the Mortgage Loan Seller or the Master Servicer, on the face of
such copy, substantially as follows: "Certified to be a true and correct copy of
the original, which has been transmitted for recording;" (y) in lieu of the
Mortgage, assignments to the Trustee or intervening assignments thereof, if the
applicable jurisdiction retains the originals of such documents or if the
originals are lost (in each case, as evidenced by a certification from the
Mortgage Loan Seller or the Master Servicer to such effect), the Mortgage Loan
Seller may deliver photocopies of such documents containing an original
certification by the judicial or other governmental authority of the
jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage
Notes relating to the Mortgage Loans, each identified in the list delivered by
the Purchaser to the Trustee on the Closing Date and attached hereto as EXHIBIT
5 the Mortgage Loan Seller may deliver lost note affidavits and indemnities of
the Mortgage Loan Seller; and provided further, however, that in the case of
Mortgage Loans which have been prepaid in full after the Cut-off Date and prior
to the Closing Date, the Mortgage Loan Seller, in lieu of delivering the above
documents, may deliver to the Trustee a certification by the Mortgage Loan
Seller or the Master Servicer to such effect. The Mortgage Loan Seller shall
deliver such original documents (including any original documents as to which
certified copies had previously been delivered) or such certified copies to the
Trustee, or the Custodian on behalf of the Trustee, promptly after they are
received. The Mortgage Loan Seller shall cause the Mortgage and intervening
assignments, if any, and the assignment of the Mortgage to be recorded not later
than 180 days after the Closing Date unless such assignment is not required to
be recorded under the terms set forth in Section 6(a) hereof.

         (c)      In connection with the assignment of any Mortgage Loan
registered on the MERS(R) System, the Mortgage Loan Seller further agrees that
it will cause, at the Mortgage Loan Seller's own expense, within 30 days after
the Closing Date, the MERS(R) System to indicate that such Mortgage Loans have
been assigned by the Mortgage Loan Seller to the Purchaser and by the Purchaser
to the Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased in accordance with this Agreement) in such computer files
(a) the code in the field which identifies the specific Trustee and (b) the code
in the field "Pool Field" which identifies the series of the Certificates issued
in connection with such Mortgage Loans. The Mortgage Loan Seller further agrees
that it will not, and will not permit the Master Servicer to, and the Master
Servicer agrees that it will not, alter the codes referenced in this paragraph
with respect to any Mortgage Loan during the term of the Pooling and Servicing
Agreement unless and until such Mortgage Loan is repurchased in accordance with
the terms of the Pooling and Servicing Agreement.

         (d)      The Mortgage Loan Seller and the Purchaser acknowledge
hereunder that all of the Mortgage Loans will ultimately be assigned to LaSalle
Bank National Association, as Trustee for the benefit of the Certificateholders,
on the date hereof.



                                      L-5
<PAGE>


         SECTION 5. EXAMINATION OF MORTGAGE FILES.

         (a)      On or before the Mortgage File Delivery Date, the Mortgage
Loan Seller will have made the Mortgage Files available to the Purchaser or its
agent for examination which may be at the offices of the Trustee or the Mortgage
Loan Seller and/or the Mortgage Loan Seller's custodian. The fact that the
Purchaser or its agent has conducted or has failed to conduct any partial or
complete examination of the Mortgage Files shall not affect the Purchaser's
rights to demand cure, repurchase, substitution or other relief as provided in
this Agreement. In furtherance of the foregoing, the Mortgage Loan Seller shall
make the Mortgage Files available to the Purchaser or its agent from time to
time so as to permit the Purchaser to confirm the Mortgage Loan Seller's
compliance with the delivery and recordation requirements of this Agreement and
the Pooling and Servicing Agreement. In addition, upon request of the Purchaser,
the Mortgage Loan Seller agrees to provide to the Purchaser, Bear Stearns and to
any investors or prospective investors in the Certificates information regarding
the Mortgage Loans and their servicing, to make the Mortgage Files available to
the Purchaser, Bear Stearns and to such investors or prospective investors
(which may be at the offices of the Mortgage Loan Seller and/or the Mortgage
Loan Seller's custodian) and to make available personnel knowledgeable about the
Mortgage Loans for discussions with the Purchaser, Bear Stearns and such
investors or prospective investors, upon reasonable request during regular
business hours, sufficient to permit the Purchaser, Bear Stearns and such
investors or potential investors to conduct such due diligence as any such party
reasonably believes is appropriate.

         (b)      Pursuant to the Pooling and Servicing Agreement, on the
Closing Date the Trustee (or the Custodian as obligated under the Custodial
Agreement) for the benefit of the Certificateholders will review items of the
Mortgage Files as set forth on EXHIBIT 1 and will deliver to the Mortgage Loan
Seller an initial certification in the form attached as Exhibit One to the
Custodial Agreement.

         (c)      Within 90 days of the Closing Date, the Trustee or the
Custodian on its behalf shall, in accordance with the provisions of Section 2.02
of the Pooling and Servicing Agreement, deliver to the Mortgage Loan Seller and
the Trustee an Interim Certification in the form attached as Exhibit Two to the
Custodial Agreement to the effect that all such documents have been executed and
received and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached
to such Interim Certification. The Custodian shall be under no duty or
obligation to inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine,
enforceable, or appropriate for the represented purpose or that they have
actually been recorded or that they are other than what they purport to be on
their face.

         (d)      The Trustee or the Custodian on its behalf will review the
Mortgage Files within 180 days of the Closing Date and will deliver to the
Mortgage Loan Seller and the Master Servicer, and if reviewed by the Custodian,
the Trustee, a final certification substantially in the form of Exhibit Three to
the Custodial Agreement. If the Trustee or the Custodian on its behalf is unable
to deliver a final certification with respect to the items listed in EXHIBIT 1
due to any document that is missing, has not been executed, is unrelated,
determined on the basis of the Mortgagor name, original principal balance and
loan number, to the Mortgage Loans identified



                                      L-6
<PAGE>


in the Final Mortgage Loan Schedule (a "MATERIAL DEFECT"), the Trustee or the
Custodian on its behalf shall notify the Mortgage Loan Seller of such Material
Defect. The Mortgage Loan Seller shall correct or cure any such Material Defect
within 90 days from the date of notice from the Trustee, the Depositor or the
Master Servicer of the Material Defect and if the Mortgage Loan Seller does not
correct or cure such Material Defect within such period and such defect
materially and adversely affects the interests of the Certificateholders in the
related Mortgage Loan, the Mortgage Loan Seller will, in accordance with the
terms of the Pooling and Servicing Agreement, within 90 days of the date of
notice, provide the Trustee with a Replacement Mortgage Loan (if within two
years of the Closing Date) or purchase the related Mortgage Loan at the
applicable Purchase Price; PROVIDED, HOWEVER, that if such defect relates solely
to the inability of the Mortgage Loan Seller to deliver the original security
instrument or intervening assignments thereof, or a certified copy because the
originals of such documents, or a certified copy, have not been returned by the
applicable jurisdiction, the Mortgage Loan Seller shall not be required to
purchase such Mortgage Loan if the Mortgage Loan Seller delivers such original
documents or certified copy promptly upon receipt, but in no event later than
360 days after the Closing Date. The foregoing repurchase obligation shall not
apply in the event that the Mortgage Loan Seller cannot deliver such original or
copy of any document submitted for recording to the appropriate recording office
in the applicable jurisdiction because such document has not been returned by
such office; provided that the Mortgage Loan Seller shall instead deliver a
recording receipt of such recording office or, if such receipt is not available,
a certificate of Mortgage Loan Seller or a Servicing Officer confirming that
such documents have been accepted for recording, and delivery to the Trustee
shall be effected by the Mortgage Loan Seller within thirty days of its receipt
of the original recorded document.

         (e)      At the time of any substitution, the Mortgage Loan Seller
shall deliver or cause to be delivered the Replacement Mortgage Loan, the
related Mortgage File and any other documents and payments required to be
delivered in connection with a substitution pursuant to the Pooling and
Servicing Agreement. At the time of any purchase or substitution, the Trustee
shall (i) assign the selected Mortgage Loan to the Mortgage Loan Seller and
shall release or cause the Custodian to release the documents (including, but
not limited to, the Mortgage, Mortgage Note and other contents of the Mortgage
File) in the possession of the Trustee or the Custodian, as applicable relating
to the Deleted Mortgage Loan and (ii) execute and deliver such instruments of
transfer or assignment, in each case without recourse, as shall be necessary to
vest in the Mortgage Loan Seller title to such Deleted Mortgage Loan.

         SECTION 6. RECORDATION OF ASSIGNMENTS OF MORTGAGE.

         (a)      The Mortgage Loan Seller will, promptly after the Closing
Date, cause each Mortgage and each assignment of Mortgage from the Mortgage Loan
Seller to the Trustee, and all unrecorded intervening assignments, if any,
delivered on or prior to the Closing Date, to be recorded in all recording
offices in the jurisdictions where the related Mortgaged Properties are located;
PROVIDED, HOWEVER, the Mortgage Loan Seller need not cause to be recorded any
assignment which relates to a Mortgage Loan that is a MOM Loan or for which the
related Mortgaged Property is located in any jurisdiction under the laws of
which, as evidenced by an Opinion of Counsel delivered by the Mortgage Loan
Seller to the Trustee and the Rating Agencies, the recordation of such
assignment is not necessary to protect the Trustee's interest in



                                      L-7
<PAGE>


the related Mortgage Loan; PROVIDED, HOWEVER, notwithstanding the delivery of
any Opinion of Counsel, each assignment of Mortgage shall be submitted for
recording by the Mortgage Loan Seller in the manner described above, at no
expense to the Trust Fund or Trustee, upon the earliest to occur of (i)
reasonable direction by the Holders of Certificates evidencing Percentage
Interests aggregating not less than 25% of the Trust, (ii) the occurrence of an
Event of Default, (iii) the occurrence of a bankruptcy, insolvency or
foreclosure relating to the Mortgage Loan Seller under the Pooling and Servicing
Agreement, (iv) the occurrence of a servicing transfer or an assignment of the
servicing as described in Section 7.07 of the Pooling and Servicing Agreement or
(iv) with respect to any one assignment of Mortgage, the occurrence of a
bankruptcy, insolvency or foreclosure relating to the Mortgagor under the
related Mortgage.

         While each such Mortgage or assignment is being recorded, if necessary,
the Mortgage Loan Seller shall leave or cause to be left with the Trustee or the
Custodian on its behalf a certified copy of such Mortgage or assignment. In the
event that, within 180 days of the Closing Date, the Trustee has not been
provided with an Opinion of Counsel as described above or received evidence of
recording with respect to each Mortgage Loan delivered to the Purchaser pursuant
to the terms hereof or as set forth above and the related Mortgage Loan is not a
MOM Loan, the failure to provide evidence of recording or such Opinion of
Counsel shall be considered a Material Defect, and the provisions of Section
5(c) and (d) shall apply. All customary recording fees and reasonable expenses
relating to the recordation of the assignments of mortgage to the Trustee or the
Opinion of Counsel, as the case may be, shall be borne by the Mortgage Loan
Seller.

         (b)      It is the express intent of the parties hereto that the
conveyance of the Mortgage Loans by the Mortgage Loan Seller to the Purchaser,
as contemplated by this Agreement be, and be treated as, a sale. It is, further,
not the intention of the parties that such conveyance be deemed a pledge of the
Mortgage Loans by the Mortgage Loan Seller to the Purchaser to secure a debt or
other obligation of the Mortgage Loan Seller. However, in the event that,
notwithstanding the intent of the parties, the Mortgage Loans are held by a
court to continue to be property of the Mortgage Loan Seller, then (a) this
Agreement shall also be deemed to be a security agreement within the meaning of
Articles 8 and 9 of the applicable Uniform Commercial Code; (b) the transfer of
the Mortgage Loans provided for herein shall be deemed to be a grant by the
Mortgage Loan Seller to the Purchaser of a security interest in all of the
Mortgage Loan Seller's right, title and interest in and to the Mortgage Loans
and all amounts payable to the holders of the Mortgage Loans in accordance with
the terms thereof and all proceeds of the conversion, voluntary or involuntary,
of the foregoing into cash, instruments, securities or other property, to the
extent the Purchaser would otherwise be entitled to own such Mortgage Loans and
proceeds pursuant to Section 4 hereof, including all amounts, other than
investment earnings, from time to time held or invested in any accounts created
pursuant to the Pooling and Servicing Agreement, whether in the form of cash,
instruments, securities or other property; (c) the possession by the Purchaser
or the Trustee (or the Custodian on its behalf) of Mortgage Notes and such other
items of property as constitute instruments, money, negotiable documents or
chattel paper shall be deemed to be "possession by the secured party" for
purposes of perfecting the security interest pursuant to Section 9-305 (or
comparable provision) of the applicable Uniform Commercial Code; and (d)
notifications to persons holding such property, and acknowledgments, receipts or
confirmations from persons holding such property, shall be



                                      L-8
<PAGE>


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

         SECTION 7. REPRESENTATIONS AND WARRANTIES OF MORTGAGE LOAN SELLER
CONCERNING THE MORTGAGE LOANS. The Mortgage Loan Seller hereby represents and
warrants to the Purchaser as of the Closing Date or such other date as may be
specified below with respect to each Mortgage Loan being sold by it:

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

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

         (c)      If any of the Mortgage Loans are secured by a leasehold
interest, with respect to each leasehold interest: the use of leasehold estates
for residential properties is an accepted practice in the area where the related
Mortgaged Property is located; residential property in such area consisting of
leasehold estates is readily marketable; the lease is recorded and no party is
in any way in breach of any provision of such lease; the leasehold is in full
force and effect and is not subject to any prior lien or encumbrance by which
the leasehold could be terminated or subject to any charge or penalty; and the
remaining term of the lease does not terminate less than ten years after the
maturity date of such Mortgage Loan.

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

         (e)      The terms of the Mortgage Note and the Mortgage have not been
impaired, waived, altered or modified in any respect, except by written
instruments which in the case of the Mortgage Loans are in the Mortgage File and
have been or will be recorded, if necessary to protect the interests of the
Trustee, and which have been or will be delivered to the Trustee, all in
accordance with this Agreement. The substance of any such waiver, alteration or
modification has been approved by the title insurer, to the extent required by
the related policy.



                                      L-9
<PAGE>


No Mortgagor has been released, in whole or in part, except in connection with
an assumption agreement approved by the title insurer, to the extent required by
the policy, and which assumption agreement in the case of the Mortgage Loans is
part of the Mortgage File.

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

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

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

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

         (j)      The Mortgage is a valid, existing and enforceable first or
second lien on the Mortgaged Property, including all improvements on the
Mortgaged Property, if any, subject only to (1) the lien of current real
property taxes and assessments not yet due and payable, (2) covenants,
conditions and restrictions, rights of way, easements and other matters of the
public record as of the date of recording being acceptable to mortgage lending
institutions generally and specifically referred to in the lender's title
insurance policy delivered to the originator of the



                                      L-10
<PAGE>


Mortgage Loan and which do not adversely affect the Appraised Value of the
Mortgaged Property and (3) other matters to which like properties are commonly
subject which do not materially interfere with the benefits of the security
intended to be provided by the Mortgage. The Mortgage Loan Seller has full right
to sell and assign the Mortgage to the Purchaser.

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

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

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

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

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

         (p)      The Mortgage Loan is covered by an ALTA lender's title
insurance policy or equivalent form acceptable to the Department of Housing and
Urban Development, or any successor thereto, and qualified to do business in the
jurisdiction where the Mortgaged Property is located, insuring (subject to the
exceptions contained in clause (i) above) the Mortgage Loan Seller (as
assignee), its successors and assigns as to the first priority lien of the
Mortgage in the



                                      L-11
<PAGE>


original principal amount of the Mortgage Loan. Additionally, such lender's
title insurance policy affirmatively insures ingress and egress, and against
encroachments by or upon the Mortgaged Property or any interest therein. With
respect to each Mortgage Loan, the Mortgage Loan Seller (as assignee) is the
sole insured of such lender's title insurance policy, and such lender's title
insurance policy is in full force and effect. No claims have been made under
such lender's title insurance policy, and no prior holder of the related
Mortgage, including the Mortgage Loan Seller, has done, by act or omission,
anything which would impair the coverage of such lender's title insurance
policy.

         (q)      Except as provided in clause (b), immediately prior to the
Cut-off Date, there was no default, breach, violation or event of acceleration
existing under the Mortgage or the Mortgage Note and there was no event which,
with the passage of time or with notice and the expiration of any grace or cure
period, would constitute a default, breach, violation or event of acceleration,
and the Mortgage Loan Seller has not waived any default, breach, violation or
event of acceleration.

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

         (s)      At the time of origination, each Mortgaged Property was the
subject of an appraisal which conformed to the underwriting requirements of the
originator of the Mortgage Loan and, the appraisal is in a form acceptable to
Fannie Mae or FHLMC.

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

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

         (v)      The Mortgage contains customary and enforceable provisions to
render the rights and remedies of the holder thereof adequate for the
realization against the Mortgaged Property of the benefits of the security
intended to be provided thereby, including, (1) in the case of a Mortgage
designated as a deed of trust, by trustee's sale, and (2) otherwise by judicial
foreclosure. There is no other exemption available to the Mortgagor which would
interfere with the right to sell the Mortgaged Property at a trustee's sale or
the right to foreclose the Mortgage.



                                      L-12
<PAGE>


The Mortgagor has not notified the Mortgage Loan Seller and the Mortgage Loan
Seller has no knowledge of any relief requested or allowed to the Mortgagor
under the Servicemembers Civil Relief Act.

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

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

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

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

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

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

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

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

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

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



                                      L-13
<PAGE>


         (gg)     None of the Mortgage Loans are (a) loans subject to 12 CFR
Part 226.31, 12 CFR Part 226.32 or 12 CFR Part 226.34 of Regulation Z, the
regulation implementing TILA, which implements the Home Ownership and Equity
Protection Act of 1994 ("HOEPA") or (b) classified and/or defined as a "high
cost home loan" (or a similarly classified loan using different terminology
under a law imposing heightened regulatory scrutiny or additional legal
liability for residential mortgage loans having high interest rates, points
and/or fees) under any federal, state, or local law, including, but not limited
to, the States of Georgia or North Carolina.

         (hh)     None of the Mortgage Loans originated on or after October 1,
2002 and before March 7, 2003 was secured by property located in the State of
Georgia.

         (ii)     None of the Mortgage Loans that are secured by property
located in the State of Illinois are in violation of the provisions of the
Illinois Interest Act.

         (jj)     All points and fees related to each Group II Loan were
disclosed in writing to the borrower in accordance with applicable state and
federal law and regulation. Except in the case of a Group II Loan in an original
principal amount of less than $60,000 which would have resulted in an
unprofitable origination, no mortgagor was charged "points and fees" (whether or
not financed) in an amount greater than 5% of the principal amount of such loan,
such 5% limitation is calculated in accordance with Fannie Mae's anti-predatory
lending requirements as set forth in the Fannie Mae Selling Guide.

         (kk)     With respect to each Group II Loan that contains a provision
permitting imposition of a premium upon a prepayment prior to maturity, the
prepayment premium is disclosed to the borrower in the loan documents pursuant
to applicable state and federal law.

         (ll)     No Group II Loan is a "High-Risk Home Loan" as defined in the
Illinois High-Risk Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat.
137/1 et seq.).

         (mm)     All fees and charges (including finance charges) and whether
or not financed, assessed, collected or to be collected in connection with the
origination and servicing of each Group II Loan has been disclosed in writing to
the borrower in accordance with applicable state and federal law and regulation.

         (nn)     With respect to a Group II Loan (other than a Group II Loan
originated by Encore or People's Choice), no borrower was encouraged or required
to select a Group II Loan product offered by the Group II Loan's originator
which is a higher cost product designed for less creditworthy borrowers, unless
at the time of the Group II Loan's origination, such borrower did not qualify
taking into account credit history and debt-to-income ratios for a lower-cost
credit product then offered by the Group II Loan's originator or any affiliate
of that originator. If, at the time of loan application, the borrower may have
qualified for a lower-cost product than offered by any mortgage lending
affiliate of the Group II Loan's originator, the Group II Loan's originator
referred the borrower's application to such affiliate for underwriting
consideration.

         (oo)     With respect to a Group II Loan (other than a Group II Loan
originated by Encore or People's Choice), the methodology used in underwriting
the extension of credit for each such Mortgage Loan employs objective
mathematical principles which relate the



                                      L-14
<PAGE>


borrower's income, assets and liabilities to the proposed payment and such
underwriting methodology does not rely on the extent of the borrower's equity in
the collateral as the principal determining factor in approving such credit
extension. Such underwriting methodology confirmed that at the time of
origination (application/approval) the borrower had a reasonable ability to make
timely payments on such Mortgage Loan.

         (pp)     With respect to any Group II Loan (other than a Group II Loan
originated by Encore or People's Choice) that contains a provision permitting
imposition of a premium upon a prepayment prior to maturity: (i) prior to the
loan's origination, the borrower agreed to such premium in exchange for a
monetary benefit, including but not limited to a rate or fee reduction, (ii)
prior to the loan's origination, the borrower was offered the option of
obtaining a mortgage loan that did not require payment of such a premium, (iii)
for loans originated on or after September 1, 2004, the duration of the
prepayment period shall not exceed three (3) years from the date of the note,
unless the loan was modified to reduce the prepayment period to no more than
three years from the date of the note and the borrower was notified in writing
of such reduction in prepayment period.

         (qq)     With respect to any Group II Loan (other than a Group II Loan
originated by Encore or People's Choice), no borrower was required to purchase
any single premium credit insurance policy (e.g., life, mortgage, disability,
accident unemployment or health insurance product) or debt cancellation
agreement as a condition of obtaining the extension of credit. No borrower
obtained a prepaid single-premium credit insurance policy (e.g., life, mortgage,
disability, accident, unemployment or health insurance product) or debt
cancellation agreement in connection with the origination of a Group II Loan; No
proceeds from any Group II Loan were used to purchase single premium credit
insurance policies or debt cancellation agreements as part of the origination
of, or as a condition to closing, such Group II Loan.

         (rr)     No Group II Loan is a balloon mortgage loan that has an
original stated maturity of less than seven (7) years;

         (ss)     No Group II Loan that was originated on or after October 31,
2004 is subject to mandatory arbitration except when the terms of the
arbitration also contain a waiver provision that provides that in the event of a
sale or transfer of the Group II Loan or interest in the Group II Loan to Fannie
Mae, the terms of the arbitration are null and void and cannot be reinstated.
The Company hereby covenants that the seller or servicer of the Group II Loan,
as applicable, will notify the borrower in writing within 60 days of the sale or
transfer of the Group II Loan to Fannie Mae that the terms of arbitration are
null and void;

         (tt)     With respect to any mortgage loans in Loan Group III
originated on or after August 1, 2004 and underlying the Security, neither the
related mortgage nor the related mortgage note requires the borrower to submit
to arbitration to resolve any dispute arising out of or relating in any way to
the mortgage loan transaction;

         (uu)     None of the Group III Loans originated before October 1, 2002
imposes a Prepayment Charge for a term exceeding five years; none of the Group
III Loans originated on or after October 1, 2002 imposes a Prepayment Charge for
a term in excess of three years.



                                      L-15
<PAGE>


         (vv)     With respect to each Group III Loan, no borrower obtained a
prepaid single premium credit life, credit disability, credit unemployment or
credit property insurance policy in connection with the origination of the
mortgage loan.

         (ww)     The conforming one- to four-family mortgage loans in Loan
Group III, which may include the balance of any subordinated lien, each have an
original principal balance that does not exceed Freddie Mac's dollar amount
limits.

         (xx)     Each Group III Loan is a "qualified mortgage" under Section
860G(a)(3) of the Code.

         (yy)     None of the Mortgage Loans contains provisions pursuant to
which monthly payments are (a) paid or partially paid with funds deposited in
any separate account established by the Mortgage Loan Seller, the mortgagor, or
anyone on behalf of the mortgagor, (b) paid by any source other than the
mortgagor or (c) contains any other similar provisions which may constitute a
"buydown" provision. None of the Mortgage Loans is a graduated payment mortgage
loan and no Mortgage Loan has a shared appreciation or other contingent interest
feature;

         (zz)     Each Mortgage Loan that contains a provision for the
assumption substitution of liability, pursuant to which the original mortgagor
is released from liability and another person is substituted as the mortgagor
and becomes liable under the Mortgage Note, shall be effective only if such
person satisfies the then current underwriting practices and procedures of
prudent mortgage lenders in a state in which the mortgaged property is located.

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

         (bbb)    Each Mortgage is a valid and enforceable first or second lien
as applicable on the property securing the related Mortgage Note and each
Mortgaged Property is owned by the Mortgagor in fee simple (except with respect
to common areas in the case of condominiums, PUDs and de minimis PUDs) or by
leasehold for a term longer than the term of the related Mortgage, subject only
to (i) the lien of current real property taxes and assessments, (ii) covenants,
conditions and restrictions, rights of way, easements and other matters of
public record as of the date of recording of such Mortgage, such exceptions
being acceptable to mortgage lending institutions generally or specifically
reflected in the appraisal obtained in connection with the origination of the
related Mortgage Loan or referred to in the lender's title insurance policy
delivered to the originator of the related Mortgage Loan and (iii) other matters
to which like properties are commonly subject which do not materially interfere
with the benefits of the security intended to be provided by such Mortgage;
Appraisal Form 1004 or Form 2055 with an interior inspection for first lien
Mortgage Loans has been obtained. Form 704, 2065 or 2055 with an exterior only
inspection for junior lien Mortgage Loans has been obtained.

         (ccc)    Each Prepayment Charge is enforceable and was originated in
compliance with all applicable federal, state and local laws.



                                      L-16
<PAGE>


         (ddd)    With respect to any Mortgage Loan that contains a
provision permitting imposition of a premium upon a prepayment prior to
maturity, the prepayment premium is disclosed to the borrower in the loan
documents pursuant to applicable state and federal law.

         (eee)    No Mortgage Loan is a High Cost Loan or Covered Loan, as
applicable (as such terms are defined in the then current Standard & Poor's
LEVELS(R) Glossary which is now Version 5.6b Revised (Appendix E attached hereto
as Exhibit 6).

         It is understood and agreed that the representations and warranties set
forth in this Section 7 will inure to the benefit of the Purchaser, its
successors and assigns, notwithstanding any restrictive or qualified endorsement
on any Mortgage Note or assignment of Mortgage or the examination of any
Mortgage File. Upon any substitution for a Mortgage Loan, the representations
and warranties set forth above shall be deemed to be made by the Mortgage Loan
Seller as to any Replacement Mortgage Loan as of the date of substitution.

         Upon discovery or receipt of notice by the Mortgage Loan Seller, the
Purchaser or the Trustee of a breach of any representation or warranty of the
Mortgage Loan Seller set forth in this Section 7 which materially and adversely
affects the value of the interests of the Purchaser, the Certificateholders or
the Trustee in any of the Mortgage Loans delivered to the Purchaser pursuant to
this Agreement, the party discovering or receiving notice of such breach shall
give prompt written notice to the others. It is understood and agreed that a
breach of any one of the representations contained in clauses (gg), (hh) and
(tt) through (ww) above in respect of a Group III Loan will be deemed to
materially adversely affect the interests of the related Certificateholders. In
the case of any such breach of a representation or warranty set forth in this
Section 7, within 90 days from the date of discovery by the Mortgage Loan
Seller, or the date the Mortgage Loan Seller is notified by the party
discovering or receiving notice of such breach (whichever occurs earlier), the
Mortgage Loan Seller will (i) cure such breach in all material respects, (ii)
purchase the affected Mortgage Loan at the applicable Purchase Price or (iii) if
within two years of the Closing Date, substitute a qualifying Replacement
Mortgage Loan in exchange for such Mortgage Loan; provided that, (A) in the case
of a breach of the representation and warranty concerning the Mortgage Loan
Schedule contained in clause (a) of this Section 7, if such breach is material
and relates to any field on the Mortgage Loan Schedule which identifies any
Prepayment Charge or (B) in the case of a breach of the representation contained
in clause (ccc) of this Section 7, then, in each case, in lieu of purchasing
such Mortgage Loan from the Trust Fund at the Purchase Price, the Mortgage Loan
Seller shall pay the amount of the Prepayment Charge (net of any amount
previously collected by or paid to the Trust Fund in respect of such Prepayment
Charge) from its own funds and without reimbursement therefor, and the Mortgage
Loan Seller shall have no obligation to repurchase or substitute for such
Mortgage Loan. The obligations of the Mortgage Loan Seller to cure, purchase or
substitute a qualifying Replacement Mortgage Loan shall constitute the
Purchaser's, the Trustee's and the Certificateholder's sole and exclusive remedy
under this Agreement or otherwise respecting a breach of representations or
warranties hereunder with respect to the Mortgage Loans, except for the
obligation of the Mortgage Loan Seller to indemnify the Purchaser for such
breach as set forth in and limited by Section 14 hereof and except for the cure,
repurchase and substitution obligations of Encore and People's Choice under
Section 8.



                                      L-17
<PAGE>


         Any cause of action against the Mortgage Loan Seller or relating to or
arising out of a breach by the Mortgage Loan Seller of any representations and
warranties made in this Section 7 shall accrue as to any Mortgage Loan upon (i)
discovery of such breach by the Mortgage Loan Seller or notice thereof by the
party discovering such breach and (ii) failure by the Mortgage Loan Seller to
cure such breach, purchase such Mortgage Loan or substitute a qualifying
Replacement Mortgage Loan pursuant to the terms hereof.

         SECTION 8. REPRESENTATIONS AND WARRANTIES OF ENCORE AND PEOPLE'S CHOICE
CONCERNING THE GROUP II LOANS. Encore and People's Choice each individually
hereby represent and warrant to the Purchaser as of the Closing Date or such
other date as may be specified below with respect to each Group II Loan
originated by it, as it is understood and agreed that neither Encore nor
People's Choice makes any representation or warranty as to any Mortgage Loan not
originated by it:

         (a)      No borrower was encouraged or required to select a Group II
Loan product offered by Encore or People's Choice, which is a higher cost
product designed for less creditworthy borrowers, unless at the time of the
Group II Loan's origination, such borrower did not qualify taking into account
credit history and debt-to-income ratios for a lower-cost credit product then
offered by Encore or People's Choice or any affiliate of Encore or People's
Choice. If, at the time of loan application, the borrower may have qualified for
a lower-cost credit product then offered by any mortgage lending affiliate of
Encore or People's Choice, Encore or People's Choice referred the borrower's
application to such affiliate for underwriting consideration.

         (b)      The methodology used in underwriting the extension of credit
for each Group II Loan employs objective mathematical principles which relate
the borrower's income, assets and liabilities to the proposed payment and such
underwriting methodology does not rely on the extent of the borrower's equity in
the collateral as the principal determining factor in approving such credit
extension. Such underwriting methodology confirmed that at the time of
origination (application/approval) the borrower had a reasonable ability to make
timely payments on the Group II Loan.

         (c)      With respect to any Group II Loan that contains a provision
permitting imposition of a premium upon a prepayment prior to maturity: (i)
prior to the loan's origination, the borrower agreed to such premium in exchange
for a monetary benefit, including but not limited to a rate or fee reduction
and, (ii) prior to the loan's origination, the borrower was offered the option
of obtaining a mortgage loan that did not require payment of such a premium, and
(iii) the duration of the prepayment period shall not exceed three (3) years
from the date of the note if the loan was originated on or after September 1,
2004, unless the loan was modified to reduce the prepayment period to no more
than three years from the date of the note and the borrower was notified in
writing of such reduction in prepayment period.

         (d)      No borrower was required to purchase any credit life,
disability, accident or health insurance product as a condition of obtaining the
extensions of credit. No borrower obtained a prepaid single-premium credit life,
disability, accident or health insurance policy in connection with the
origination of a Group II Loan; No proceeds from any Group II Loan were



                                      L-18
<PAGE>


used to purchase single premium credit insurance policies as part of the
origination of, or as a condition to closing, such Group II Loan.

         Upon discovery or receipt of notice by Encore or People's Choice with
respect to a Mortgage Loan originated by it, the Purchaser or the Trustee of a
breach of any representation or warranty of Encore or People's Choice set forth
in this Section 8 which materially and adversely affects the value of the
interests of the Purchaser, the Certificateholders or the Trustee in any of the
Group II Loans delivered to the Purchaser pursuant to this Agreement, the party
discovering or receiving notice of such breach shall give prompt written notice
to the others (it being understood and agreed that notice of a breach regarding
an Encore loan should not go to People's Choice and notice of a breach regarding
a People's Choice loan should not go to Encore). In the case of any such breach
of a representation or warranty set forth in this Section 8, within 90 days from
the date of discovery by Encore or People's Choice, or the date that Encore or
People's Choice is notified by the party discovering or receiving notice of such
breach (whichever occurs earlier), Encore or People's Choice will either (i)
cure such breach in all material respects, (ii) purchase the affected Group II
Loan at the applicable Purchase Price or (iii) if within two years of the
Closing Date, substitute a qualifying Substitute Loan in exchange for such
Mortgage Loan. In addition to the obligations of the Mortgage Loan Seller under
Section 7, the obligations of Encore or People's Choice to cure, purchase or
substitute a qualifying Replacement Mortgage Loan shall constitute the
Purchaser's, the Trustee's and the Certificateholder's sole and exclusive remedy
under this Agreement or otherwise respecting a breach of representations or
warranties hereunder with respect to the Group II Loans.

         Any cause of action against Encore or People's Choice or relating to or
arising out of a breach by Encore or People's Choice of any representations and
warranties made in this Section 8 shall accrue as to any Mortgage Loan upon (i)
discovery of such breach by Encore or People's Choice or notice thereof by the
party discovering such breach and (ii) failure by Encore or People's Choice to
cure such breach, purchase such Group II Loan or substitute a qualifying
Replacement Mortgage Loan pursuant to the terms hereof, it being understood and
agreed that neither Encore not People's Choice shall have any obligation or
liability with respect to any Mortgage Loan not originated by it.

         SECTION 9. REPRESENTATIONS AND WARRANTIES CONCERNING THE MORTGAGE LOAN
SELLER. As of the date hereof and as of the Closing Date, the Mortgage Loan
Seller represents and warrants to the Purchaser as to itself in the capacity
indicated as follows:

         (a)      the Mortgage Loan Seller (i) is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and (ii) is qualified and in good standing to do business in each jurisdiction
where such qualification is necessary, except where the failure so to qualify
would not reasonably be expected to have a material adverse effect on the
Mortgage Loan Seller's business as presently conducted or on the Mortgage Loan
Seller's ability to enter into this Agreement and to consummate the transactions
contemplated hereby;

         (b)      the Mortgage Loan Seller has full power to own its property,
to carry on its business as presently conducted and to enter into and perform
its obligations under this Agreement;



                                      L-19
<PAGE>


         (c)      the execution and delivery by the Mortgage Loan Seller of this
Agreement has been duly authorized by all necessary action on the part of the
Mortgage Loan Seller; and neither the execution and delivery of this Agreement,
nor the consummation of the transactions herein contemplated, nor compliance
with the provisions hereof or thereof, will conflict with or result in a breach
of, or constitute a default under, any of the provisions of any law,
governmental rule, regulation, judgment, decree or order binding on the Mortgage
Loan Seller or its properties or the charter or by-laws of the Mortgage Loan
Seller, except those conflicts, breaches or defaults which would not reasonably
be expected to have a material adverse effect on the Mortgage Loan Seller's
ability to enter into this Agreement and to consummate the transactions
contemplated hereby;

         (d)      the execution, delivery and performance by the Mortgage Loan
Seller of this Agreement and the consummation of the transactions contemplated
hereby do not require the consent or approval of, the giving of notice to, the
registration with, or the taking of any other action in respect of, any state,
federal or other governmental authority or agency, except those consents,
approvals, notices, registrations or other actions as have already been
obtained, given or made and, in connection with the recordation of the
Mortgages, powers of attorney or assignments of Mortgages not yet completed;

         (e)      this Agreement has been duly executed and delivered by the
Mortgage Loan Seller and, assuming due authorization, execution and delivery by
the Purchaser or the parties thereto, constitutes a valid and binding obligation
of the Mortgage Loan Seller enforceable against it in accordance with its terms
(subject to applicable bankruptcy and insolvency laws and other similar laws
affecting the enforcement of the rights of creditors generally);

         (f)      there are no actions, suits or proceedings pending or, to the
knowledge of the Mortgage Loan Seller, threatened against the Mortgage Loan
Seller, before or by any court, administrative agency, arbitrator or
governmental body (i) with respect to any of the transactions contemplated by
this Agreement or (ii) with respect to any other matter which in the judgment of
the Mortgage Loan Seller could reasonably be expected to be determined adversely
to the Mortgage Loan Seller and if determined adversely to the Mortgage Loan
Seller materially and adversely affect the Mortgage Loan Seller's ability to
perform its obligations under this Agreement; and the Mortgage Loan Seller is
not in default with respect to any order of any court, administrative agency,
arbitrator or governmental body so as to materially and adversely affect the
transactions contemplated by this Agreement; and

         (g)      the Mortgage Loan Seller's Information (as defined in Section
14(a) hereof) does not include any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements made, in
light of the circumstances under which they were made, not misleading.

         SECTION 10. REPRESENTATIONS AND WARRANTIES CONCERNING THE PURCHASER. As
of the date hereof and as of the Closing Date, the Purchaser represents and
warrants to the Mortgage Loan Seller as follows:



                                      L-20
<PAGE>


         (a)      the Purchaser (i) is a limited liability company duly
organized, validly existing and in good standing under the laws of the State of
Delaware and (ii) is qualified and in good standing to do business in each
jurisdiction where such qualification is necessary, except where the failure so
to qualify would not reasonably be expected to have a material adverse effect on
the Purchaser's business as presently conducted or on the Purchaser's ability to
enter into this Agreement and to consummate the transactions contemplated
hereby;

         (b)      the Purchaser has full power to own its property, to carry on
its business as presently conducted and to enter into and perform its
obligations under this Agreement;

         (c)      the execution and delivery by the Purchaser of this Agreement
has been duly authorized by all necessary action on the part of the Purchaser;
and neither the execution and delivery of this Agreement, nor the consummation
of the transactions herein contemplated, nor compliance with the provisions
hereof, will conflict with or result in a breach of, or constitute a default
under, any of the provisions of any law, governmental rule, regulation,
judgment, decree or order binding on the Purchaser or its properties or the
certificate of formation or limited liability company agreement of the
Purchaser, except those conflicts, breaches or defaults which would not
reasonably be expected to have a material adverse effect on the Purchaser's
ability to enter into this Agreement and to consummate the transactions
contemplated hereby or thereby;

         (d)      the execution, delivery and performance by the Purchaser of
this Agreement and the consummation of the transactions contemplated hereby or
thereby do not require the consent or approval of, the giving of notice to, the
registration with, or the taking of any other action in respect of, any state,
federal or other governmental authority or agency, except those consents,
approvals, notices, registrations or other actions as have already been
obtained, given or made;

         (e)      this Agreement has been duly executed and delivered by the
Purchaser and, assuming due authorization, execution and delivery by the
Mortgage Loan Seller, constitutes a valid and binding obligation of the
Purchaser enforceable against it in accordance with its terms (subject to
applicable bankruptcy and insolvency laws and other similar laws affecting the
enforcement of the rights of creditors generally);

         (f)      there are no actions, suits or proceedings pending or, to the
knowledge of the Purchaser, threatened against the Purchaser, before or by any
court, administrative agency, arbitrator or governmental body (i) with respect
to any of the transactions contemplated by this Agreement or (ii) with respect
to any other matter which in the judgment of the Purchaser could reasonably be
expected to be determined adversely to the Purchaser and if determined adversely
to the Purchaser materially and adversely affect the Purchaser's ability to
perform its obligations under this Agreement; and the Purchaser is not in
default with respect to any order of any court, administrative agency,
arbitrator or governmental body so as to materially and adversely affect the
transactions contemplated by this Agreement; and

         (g)      the Purchaser's Information (as defined in Section 14(b)
hereof) does not include any untrue statement of a material fact or omit to
state a material fact necessary in order



                                      L-21
<PAGE>


to make the statements made, in light of the circumstances under which they were
made, not misleading.

         SECTION 11. CONDITIONS TO CLOSING.

         (a)      The obligations of the Purchaser under this Agreement will be
subject to the satisfaction, on or prior to the Closing Date, of the following
conditions:

                  (1)      Each of the obligations of the Mortgage Loan Seller
required to be performed at or prior to the Closing Date pursuant to the terms
of this Agreement shall have been duly performed and complied with in all
material respects; all of the representations and warranties of the Mortgage
Loan Seller under this Agreement shall be true and correct as of the date or
dates specified in all material respects; and no event shall have occurred
which, with notice or the passage of time, would constitute a default under this
Agreement or the Pooling and Servicing Agreement, and the Purchaser shall have
received certificates to that effect signed by authorized officers of the
Mortgage Loan Seller.

                  (2)      The Purchaser shall have received all of the
following closing documents, in such forms as are agreed upon and reasonably
acceptable to the Purchaser, duly executed by all signatories other than the
Purchaser as required pursuant to the respective terms thereof:

                           (i)      If required pursuant to Section 3 hereof,
         the Amendment dated as of the Closing Date and any documents referred
         to therein;

                           (ii)     If required pursuant to Section 3 hereof,
         the Final Mortgage Loan Schedule containing the information set forth
         on EXHIBIT 2 hereto, one copy to be attached to each counterpart of the
         Amendment;

                           (iii)    The Pooling and Servicing Agreement, in form
         and substance reasonably satisfactory to the Trustee and the Purchaser,
         and all documents required thereby duly executed by all signatories;

                           (iv)     A certificate of an officer of the Mortgage
         Loan Seller dated as of the Closing Date, in a form reasonably
         acceptable to the Purchaser, and attached thereto the resolutions of
         the Mortgage Loan Seller authorizing the transactions contemplated by
         this Agreement, together with copies of the articles of incorporation,
         by-laws and certificate of good standing of the Mortgage Loan Seller;

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

                           (vi)     A letter from each of the Rating Agencies
         giving each Class of Certificates set forth on Schedule A hereto the
         rating set forth therein; and



                                      L-22
<PAGE>


                           (vii)    Such other documents, certificates
         (including additional representations and warranties) and opinions as
         may be reasonably necessary to secure the intended ratings from each
         Rating Agency for the Certificates.

                  (3)      The Certificates to be sold to Bear Stearns pursuant
to the Underwriting Agreement and the Purchase Agreement shall have been issued
and sold to Bear Stearns.

                  (4)      The Mortgage Loan Seller, Encore and People's Choice
shall have furnished to the Purchaser such other certificates of its officers or
others and such other documents and opinions of counsel to evidence fulfillment
of the conditions set forth in this Agreement and the transactions contemplated
hereby as the Purchaser and its respective counsel may reasonably request.

         (b)      The obligations of the Mortgage Loan Seller under this
Agreement shall be subject to the satisfaction, on or prior to the Closing Date,
of the following conditions:

                  (1)      The obligations of the Purchaser required to be
performed by it on or prior to the Closing Date pursuant to the terms of this
Agreement shall have been duly performed and complied with in all material
respects, and all of the representations and warranties of the Purchaser under
this Agreement shall be true and correct in all material respects as of the date
hereof and as of the Closing Date, and no event shall have occurred which would
constitute a breach by it of the terms of this Agreement or Pooling and
Servicing Agreement, and the Mortgage Loan Seller shall have received a
certificate to that effect signed by an authorized officer of the Purchaser.

                  (2)      The Mortgage Loan Seller shall have received copies
of all of the following closing documents, in such forms as are agreed upon and
reasonably acceptable to the Mortgage Loan Seller, duly executed by all
signatories other than the Mortgage Loan Seller as required pursuant to the
respective terms thereof:

                           (i)      If required pursuant to Section 3 hereof,
         the Amendment dated as of the Closing Date and any documents referred
         to therein;

                           (ii)     The Pooling and Servicing Agreement, in form
         and substance reasonably satisfactory to the Mortgage Loan Seller and
         the Trustee and all documents required thereby duly executed by all
         signatories;

                           (iii)    A certificate of an officer of the Purchaser
         dated as of the Closing Date, in a form reasonably acceptable to the
         Mortgage Loan Seller, and attached thereto the written consent of the
         member of the Purchaser authorizing the transactions contemplated by
         this Agreement and the Pooling and Servicing Agreement, together with
         copies of the Purchaser's certificate of formation, limited liability
         company agreement and evidence as to the good standing of the Purchaser
         dated as of a recent date;



                                      L-23
<PAGE>


                           (iv)     One or more opinions of counsel from the
         Purchaser's counsel in form and substance reasonably satisfactory to
         the Mortgage Loan Seller, the Trustee and the Rating Agencies; and

                           (v)      Such other documents, certificates
         (including additional representations and warranties) and opinions as
         may be reasonably necessary to secure the intended rating from each
         Rating Agency for the Certificates.

         SECTION 12. FEES AND EXPENSES. Subject to Section 17 hereof, the
Mortgage Loan Seller shall pay on the Closing Date or such later date as may be
agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan
Seller's attorneys and the reasonable fees and expenses of the Purchaser's
attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee
for the use of Purchaser's Registration Statement based on the aggregate
original principal amount of the Certificates and the filing fee of the
Commission as in effect on the date on which the Registration Statement was
declared effective, (iv) the fees and expenses including counsel's fees and
expenses in connection with any "blue sky" and legal investment matters, (v) the
fees and expenses of the Trustee which shall include without limitation the fees
and expenses of the Trustee (and the fees and disbursements of its counsel) with
respect to (A) legal and document review of this Agreement, the Pooling and
Servicing Agreement, the Certificates and related agreements, (B) attendance at
the Closing and (C) review of the Mortgage Loans to be performed by the Trustee
or the Custodian on its behalf, (vi) the expenses for printing or otherwise
reproducing the Certificates, the Prospectus and the Prospectus Supplement,
(vii) the fees and expenses of each Rating Agency (both initial and ongoing),
(viii) the fees and expenses relating to the preparation and recordation of
mortgage assignments (including intervening assignments, if any and if
available, to evidence a complete chain of title from the originator to the
Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating
to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be
and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses
incurred by the Purchaser in connection with the purchase of the Mortgage Loans
and by Bear Stearns in connection with the sale of the Certificates. The
Mortgage Loan Seller additionally agrees to pay directly to any third party on a
timely basis the fees provided for above which are charged by such third party
and which are billed periodically.

         SECTION 13. ACCOUNTANTS' LETTERS.

         (a)      Deloitte & Touche LLP will review the characteristics of a
sample of the Mortgage Loans described in the Final Mortgage Loan Schedule and
will compare those characteristics to the description of the Mortgage Loans
contained in the Prospectus Supplement under the captions "Summary--The Mortgage
Loans" and "The Mortgage Pool" and in Schedule A thereto. The Mortgage Loan
Seller will cooperate with the Purchaser in making available all information and
taking all steps reasonably necessary to permit such accountants to complete the
review and to deliver the letters required of them under the Underwriting
Agreement. Deloitte & Touche LLP will also confirm certain calculations as set
forth under the caption "Yield, Prepayment and Maturity Considerations" in the
Prospectus Supplement.

         (b)      To the extent statistical information with respect to the
Mortgage Loan Seller's servicing portfolio is included in the Prospectus
Supplement under the caption



                                      L-24
<PAGE>


"Servicing of the Mortgage Loans--The Master Servicer--Delinquency and
Foreclosure Experience of EMC," a letter from the certified public accountant
for the Mortgage Loan Seller will be delivered to the Purchaser dated the date
of the Prospectus Supplement, in the form previously agreed to by the Mortgage
Loan Seller and the Purchaser, with respect to such statistical information.

         SECTION 14. INDEMNIFICATION.

         (a)      The Mortgage Loan Seller shall indemnify and hold harmless the
Purchaser and its directors, officers and controlling persons (as defined in
Section 15 of the Securities Act) from and against any loss, claim, damage or
liability or action in respect thereof, to which they or any of them may become
subject, under the Securities Act or otherwise, insofar as such loss, claim,
damage, liability or action arises out of, or is based upon (i) any untrue
statement of a material fact contained in the MORTGAGE LOAN SELLER'S INFORMATION
as identified in EXHIBIT 3, the omission to state in the Prospectus Supplement
or Prospectus (or any amendment thereof or supplement thereto approved by the
Mortgage Loan Seller and in which additional Mortgage Loan Seller's Information
is identified), in reliance upon and in conformity with Mortgage Loan Seller's
Information a material fact required to be stated therein or necessary to make
the statements therein in light of the circumstances in which they were made,
not misleading, (ii) any representation or warranty assigned or made by the
Mortgage Loan Seller in Section 7 or Section 9 hereof being, or alleged to be,
untrue or incorrect, or (iii) any failure by the Mortgage Loan Seller to perform
its obligations under this Agreement; and the Mortgage Loan Seller shall
reimburse the Purchaser and each other indemnified party for any legal and other
expenses reasonably incurred by them in connection with investigating or
defending or preparing to defend against any such loss, claim, damage, liability
or action.

         The foregoing indemnity agreement is in addition to any liability which
the Mortgage Loan Seller otherwise may have to the Purchaser or any other such
indemnified party.

         (b)      The Purchaser shall indemnify and hold harmless the Mortgage
Loan Seller and its respective directors, officers and controlling persons (as
defined in Section 15 of the Securities Act) from and against any loss, claim,
damage or liability or action in respect thereof, to which they or any of them
may become subject, under the Securities Act or otherwise, insofar as such loss,
claim, damage, liability or action arises out of, or is based upon (i) any
untrue statement of a material fact contained in the PURCHASER'S INFORMATION as
identified in EXHIBIT 4, the omission to state in the Prospectus Supplement or
Prospectus (or any amendment thereof or supplement thereto approved by the
Purchaser and in which additional Purchaser's Information is identified), in
reliance upon and in conformity with the Purchaser's Information, a material
fact required to be stated therein or necessary to make the statements therein
in light of the circumstances in which they were made, not misleading, (ii) any
representation or warranty made by the Purchaser in Section 10 hereof being, or
alleged to be, untrue or incorrect, or (iii) any failure by the Purchaser to
perform its obligations under this Agreement; and the Purchaser shall reimburse
the Mortgage Loan Seller, and each other indemnified party for any legal and
other expenses reasonably incurred by them in connection with investigating or
defending or preparing to defend any such loss, claim, damage, liability or
action. The foregoing indemnity



                                      L-25
<PAGE>


agreement is in addition to any liability which the Purchaser otherwise may have
to the Mortgage Loan Seller, or any other such indemnified party.

         (c)      Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify each party against whom
indemnification is to be sought in writing of the commencement thereof (but the
failure so to notify an indemnifying party shall not relieve it from any
liability which it may have under this Section 14 except to the extent that it
has been prejudiced in any material respect by such failure or from any
liability which it may have otherwise). In case any such action is brought
against any indemnified party, and it notifies an indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent it may elect by written notice delivered to the
indemnified party promptly (but, in any event, within 30 days) after receiving
the aforesaid notice from such indemnified party, to assume the defense thereof
with counsel reasonably satisfactory to such indemnified party. Notwithstanding
the foregoing, the indemnified party or parties shall have the right to employ
its or their own counsel in any such case, but the fees and expenses of such
counsel shall be at the expense of such indemnified party or parties unless (i)
the employment of such counsel shall have been authorized in writing by one of
the indemnifying parties in connection with the defense of such action, (ii) the
indemnifying parties shall not have employed counsel to have charge of the
defense of such action within a reasonable time after notice of commencement of
the action, or (iii) such indemnified party or parties shall have reasonably
concluded that there is a conflict of interest between itself or themselves and
the indemnifying party in the conduct of the defense of any claim or that the
interests of the indemnified party or parties are not substantially co-extensive
with those of the indemnifying party (in which case the indemnifying parties
shall not have the right to direct the defense of such action on behalf of the
indemnified party or parties), in any of which events such fees and expenses
shall be borne by the indemnifying parties (PROVIDED, HOWEVER, that the
indemnifying party shall be liable only for the fees and expenses of one counsel
in addition to one local counsel in the jurisdiction involved. Anything in this
subsection to the contrary notwithstanding, an indemnifying party shall not be
liable for any settlement or any claim or action effected without its written
consent; PROVIDED, HOWEVER, that such consent was not unreasonably withheld.

         (d)      If the indemnification provided for in paragraphs (a) and (b)
of this Section 14 shall for any reason be unavailable to an indemnified party
in respect of any loss, claim, damage or liability, or any action in respect
thereof, referred to in Section 14, then the indemnifying party shall in lieu of
indemnifying the indemnified party contribute to the amount paid or payable by
such indemnified party as a result of such loss, claim, damage or liability, or
action in respect thereof, in such proportion as shall be appropriate to reflect
the relative benefits received by the Mortgage Loan Seller on the one hand and
the Purchaser on the other from the purchase and sale of the Mortgage Loans, the
offering of the Certificates and the other transactions contemplated hereunder.
No person found liable for a fraudulent misrepresentation shall be entitled to
contribution from any person who is not also found liable for such fraudulent
misrepresentation.



                                      L-26
<PAGE>


         (e)      The parties hereto agree that reliance by an indemnified party
on any publicly available information or any information or directions furnished
by an indemnifying party shall not constitute negligence, bad faith or willful
misconduct by such indemnified party.

         SECTION 15. NOTICES. All demands, notices and communications hereunder
shall be in writing but may be delivered by facsimile transmission subsequently
confirmed in writing. Notices to the Mortgage Loan Seller shall be directed to
EMC Mortgage Corporation, 909 Hidden Ridge Drive, Suite 200 Irving, Texas 75038,
(Telecopy: (972-444-2880)); notices to the Purchaser shall be directed to Bear
Stearns Asset Backed Securities I LLC, 383 Madison Avenue, New York, New York
10179, (Telecopy: (212-272-7206)), Attention: Chief Counsel; notices to Encore
shall be directed to Encore Credit Corporation, 1833 Alton Parkway, Irvine,
California 92606; and notices to People's Choice shall be directed to People's
Choice Home Loans, Inc., 7515 Irvine Center Drive, Irvine, California 92618, or
to any other address as may hereafter be furnished by one party to the other
party by like notice. Any such demand, notice or communication hereunder shall
be deemed to have been received on the date received at the premises of the
addressee (as evidenced, in the case of registered or certified mail, by the
date noted on the return receipt) provided that it is received on a business day
during normal business hours and, if received after normal business hours, then
it shall be deemed to be received on the next business day.

         SECTION 16. TRANSFER OF MORTGAGE LOANS. The Purchaser retains the right
to assign the Mortgage Loans and any or all of its interest under this Agreement
to the Trustee without the consent of the Mortgage Loan Seller, and, upon such
assignment, the Trustee shall succeed to the applicable rights and obligations
of the Purchaser hereunder; provided, however, the Purchaser shall remain
entitled to the benefits set forth in Sections 12, 14 and 18 hereto and as
provided in Section 2(a). Notwithstanding the foregoing, the sole and exclusive
right and remedy of the Trustee with respect to a breach of representation or
warranty of the Mortgage Loan Seller shall be the cure, purchase or substitution
obligations of the Mortgage Loan Seller contained in Sections 5 and 7 hereof.

         SECTION 17. TERMINATION. This Agreement may be terminated (a) by the
mutual consent of the parties hereto prior to the Closing Date, (b) by the
Purchaser, if the conditions to the Purchaser's obligation to close set forth
under Section 11(a) hereof are not fulfilled as and when required to be
fulfilled or (c) by the Mortgage Loan Seller, if the conditions to the Mortgage
Loan Seller's obligation to close set forth under Section 11(b) hereof are not
fulfilled as and when required to be fulfilled. In the event of termination
pursuant to clause (b), the Mortgage Loan Seller shall pay, and in the event of
termination pursuant to clause (c), the Purchaser shall pay, all reasonable
out-of-pocket expenses incurred by the other in connection with the transactions
contemplated by this Agreement. In the event of a termination pursuant to clause
(a), each party shall be responsible for its own expenses.

         SECTION 18. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE
DELIVERY. All representations, warranties and agreements contained in this
Agreement, or contained in certificates of officers of the Mortgage Loan Seller
submitted pursuant hereto, shall remain operative and in full force and effect
and shall survive delivery of the Mortgage Loans to the Purchaser (and by the
Purchaser to the Trustee). Subsequent to the delivery of the Mortgage



                                      L-27
<PAGE>


Loans to the Purchaser, each of the Mortgage Loan Seller's, Encore's and
People's Choice's representations and warranties contained herein with respect
to the Mortgage Loans shall be deemed to relate to the Mortgage Loans actually
delivered to the Purchaser and included in the Final Mortgage Loan Schedule and
any Replacement Mortgage Loan and not to those Mortgage Loans deleted from the
Preliminary Mortgage Loan Schedule pursuant to Section 3 hereof prior to the
Closing.

         SECTION 19. SEVERABILITY. If any provision of this Agreement shall be
prohibited or invalid under applicable law, this Agreement shall be ineffective
only to such extent, without invalidating the remainder of this Agreement.

         SECTION 20. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which will be an original, but which together shall
constitute one and the same agreement.

         SECTION 21. AMENDMENT. This Agreement cannot be amended or modified in
any manner without the prior written consent of each party.

         SECTION 22. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5 1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW.

         SECTION 23. FURTHER ASSURANCES. Each of the parties agrees to execute
and deliver such instruments and take such actions as another party may, from
time to time, reasonably request in order to effectuate the purpose and to carry
out the terms of this Agreement including any amendments hereto which may be
required by either Rating Agency.

         SECTION 24. SUCCESSORS AND ASSIGNS.

         (a)      This Agreement shall bind and inure to the benefit of and be
enforceable by the Mortgage Loan Seller, Encore, People's Choice and the
Purchaser and their permitted successors and assigns and, to the extent
specified in Section 14 hereof, Bear Stearns, and their directors, officers and
controlling persons (within the meaning of federal securities laws), to the
extent of its rights as a third party beneficiary hereunder. The Mortgage Loan
Seller, Encore and People's Choice acknowledge and agree that the Purchaser may
assign its rights under this Agreement (including, without limitation, with
respect to the Mortgage Loan Seller's, Encore's or People's Choice's, as
applicable, representations and warranties respecting the Mortgage Loans) to the
Trustee. Any person into which the Mortgage Loan Seller, Encore or People's
Choice, as applicable, may be merged or consolidated (or any person resulting
from any merger or consolidation involving the Mortgage Loan Seller, Encore or
People's Choice, as applicable), any person resulting from a change in form of
the Mortgage Loan Seller or any person succeeding to the business of the
Mortgage Loan Seller, shall be considered the "successor" of the Mortgage Loan
Seller, Encore or People's Choice, as applicable hereunder and shall be
considered a party hereto without the execution or filing of any paper or any
further act or consent on the part of any party hereto. Except as provided in
the two preceding sentences, this



                                      L-28
<PAGE>


Agreement cannot be assigned, pledged or hypothecated by either party hereto
without the written consent of the other parties to this Agreement and any such
assignment or purported assignment shall be deemed null and void.

         SECTION 25. THE MORTGAGE LOAN SELLER. The Mortgage Loan Seller, Encore
and People's Choice each will keep in full force and effect its existence, all
rights and franchises as a corporation under the laws of the State of its
incorporation and will obtain and preserve its qualification to do business as a
foreign corporation in each jurisdiction in which such qualification is
necessary to perform its obligations under this Agreement.

         SECTION 26. ENTIRE AGREEMENT. This Agreement contains the entire
agreement and understanding between the parties with respect to the subject
matter hereof, and supersedes all prior and contemporaneous agreements,
understandings, inducements and conditions, express or implied, oral or written,
of any nature whatsoever with respect to the subject matter hereof.

         SECTION 27. NO PARTNERSHIP. Nothing herein contained shall be deemed or
construed to create a partnership or joint venture between the parties hereto.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                      L-29
<PAGE>


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


                                     EMC MORTGAGE CORPORATION


                                     By:___________________________
                                     Name:_________________________
                                     Title:________________________



                                     BEAR STEARNS ASSET BACKED SECURITIES I LLC


                                     By:___________________________
                                     Name:_________________________
                                     Title:________________________



                                     ENCORE CREDIT CORP.


                                     By:___________________________
                                     Name:_________________________
                                     Title:________________________



                                     PEOPLE'S CHOICE HOME LOAN, INC.


                                     By:___________________________
                                     Name:_________________________
                                     Title:________________________

<PAGE>


                                    EXHIBIT 1
                            CONTENTS OF MORTGAGE FILE

         With respect to each Mortgage Loan, the Mortgage File shall include
each of the following items, which shall be available for inspection by the
Purchaser or its designee, and which shall be delivered to the Purchaser or its
designee pursuant to the terms of this Agreement.

                  (i)      The original Mortgage Note, including any riders
         thereto, endorsed without recourse to the order of "LaSalle Bank
         National Association", as Trustee for certificateholders of Bear
         Stearns Asset Backed Securities I LLC Asset- Backed Certificates,
         Series 2005-HE3," and showing to the extent available to the Mortgage
         Loan Seller an unbroken chain of endorsements from the original payee
         thereof to the Person endorsing it to the Trustee;

                  (ii)     the original Mortgage and, if the related Mortgage
         Loan is a MOM Loan, noting the presence of the MIN and language
         indicating that such Mortgage Loan is a MOM Loan, which shall have been
         recorded (or if the original is not available, a copy), with evidence
         of such recording indicated thereon (or if clause (x) in the proviso
         below applies, shall be in recordable form);

                  (iii)    unless the Mortgage Loan is a MOM Loan, the
         assignment (either an original or a copy, which may be in the form of a
         blanket assignment if permitted in the jurisdiction in which the
         Mortgaged Property is located) to the Trustee of the Mortgage with
         respect to each Mortgage Loan in the name of "LaSalle Bank National
         Association", as Trustee for certificateholders of Bear Stearns Asset
         Backed Securities I LLC Asset Backed Certificates, Series 2005-HE3,"
         which shall have been recorded (or if clause (x) in the proviso below
         applies, shall be in recordable form);

                  (iv)     an original or a copy of all intervening assignments
         of the Mortgage, if any, to the extent available to the Mortgage Loan
         Seller, with evidence of recording thereon;

                  (v)      the original policy of title insurance or mortgagee's
         certificate of title insurance or commitment or binder for title
         insurance, if available, or a copy thereof, or, in the event that such
         original title insurance policy is unavailable, a photocopy thereof, or
         in lieu thereof, a current lien search on the related Mortgaged
         Property and

                  (vi)     originals or copies of all available assumption,
         modification or substitution agreements, if any; provided, however,
         that in lieu of the foregoing, the Mortgage Loan Seller may deliver the
         following documents, under the circumstances set forth below: x) if any
         Mortgage, assignment thereof to the Trustee or intervening assignments
         thereof have been delivered or are being delivered to recording offices
         for recording and have not been returned in time to permit their
         delivery as specified above, the Purchaser may deliver a true copy
         thereof with a certification by the Mortgage Loan Seller or the title
         company issuing the commitment for title insurance, on the face of such
         copy, substantially as follows: "Certified to be a true and correct
         copy of the original,



                                    L-E-1-1
<PAGE>


         which has been transmitted for recording"; and (y) in lieu of the
         Mortgage Notes relating to the Mortgage Loans identified in the list
         set forth in Exhibit J to the Pooling and Servicing Agreement, the
         Purchaser may deliver a lost note affidavit and indemnity and a copy of
         the original note, if available; and provided, further, however, that
         in the case of Mortgage Loans which have been prepaid in full after the
         Cut-Off Date and prior to the Closing Date, the Purchaser, in lieu of
         delivering the above documents, may deliver to the Trustee and its
         Custodian a certification of a Servicing Officer to such effect and in
         such case shall deposit all amounts paid in respect of such Mortgage
         Loans, in the Protected Account or in the Distribution Account on the
         Closing Date. In the case of the documents referred to in clause (x)
         above, the Purchaser shall deliver such documents to the Trustee or its
         Custodian promptly after they are received. The Mortgage Loan Seller
         shall cause, at its expense, the Mortgage and intervening assignments,
         if any, and to the extent required in accordance with the foregoing,
         the assignment of the Mortgage to the Trustee to be submitted for
         recording promptly after the Closing Date; provided that the Mortgage
         Loan Seller need not cause to be recorded any assignment (a) in any
         jurisdiction under the laws of which, as evidenced by an Opinion of
         Counsel addressed to the Trustee delivered by the Mortgage Loan Seller
         to the Trustee and the Rating Agencies, the recordation of such
         assignment is not necessary to protect the Trustee's interest in the
         related Mortgage Loan or (b) if MERS is identified on the Mortgage or
         on a properly recorded assignment of the Mortgage as mortgagee of
         record solely as nominee for Mortgage Loan Seller and its successors
         and assigns. In the event that the Mortgage Loan Seller, the Purchaser
         or the Master Servicer gives written notice to the Trustee that a court
         has recharacterized the sale of the Mortgage Loans as a financing, the
         Mortgage Loan Seller shall submit or cause to be submitted for
         recording as specified above or, should the Mortgage Loan Seller fail
         to perform such obligations, the Master Servicer shall cause each such
         previously unrecorded assignment to be submitted for recording as
         specified above at the expense of the Trust. In the event a Mortgage
         File is released to the Mortgage Loan Seller or the Master Servicer as
         a result of such Person having completed a Request for Release, the
         Custodian shall, if not so completed, complete the assignment of the
         related Mortgage in the manner specified in clause (iii) above.



                                    L-E-1-2
<PAGE>


                                    EXHIBIT 2
                       MORTGAGE LOAN SCHEDULE INFORMATION

         The Preliminary and Final Mortgage Loan Schedules shall set forth the
following information with respect to each Mortgage Loan:

                  (i).     the loan sequence number;

                  (ii).    the Mortgage Loan identifying number;

                  (iii).   the EMC Loan identifying number;

                  (iv).    the current gross coupon;

                  (v).     the Servicing Fee Rate;

                  (vi).    the master servicing fee rate, if applicable;

                  (vii).   the LPMI Fee, if applicable;

                  (viii).  the Trustee Fee Rate;

                  (ix).    the current net coupon;

                  (x).     the maturity date;

                  (xi).    the original principal balance;

                  (xii).   the current principal balance;

                  (xiii).  the stated original term to maturity;

                  (xiv).   the stated remaining term to maturity;

                  (xv).    the property type;

                  (xvi).   the MIN with respect to each MOM Loan;

                  (xvii).  with respect to each Adjustable Rate Mortgage Loan,
                           the Minimum Mortgage Rate;

                  (xviii). with respect to each Adjustable Rate Mortgage Loan,
                           the Maximum Mortgage Rate;

                  (xix).   with respect to each Adjustable Rate Mortgage Loan,
                           the Gross Margin;



                                    L-E-2-1
<PAGE>

                  (xx).    with respect to each Adjustable Rate Mortgage Loan,
                           the next Adjustment Date;

                  (xxi).   with respect to each Adjustable Rate Mortgage Loan,
                           the Periodic Rate Cap;

                  (xxii).  the Loan Group; and

                  (xxiii). a code indicating whether such Mortgage Loan is a
                           first lien Mortgage Loan or a second lien Mortgage
                           Loan.



                                    L-E-2-2
<PAGE>


                                    EXHIBIT 3
                       MORTGAGE LOAN SELLER'S INFORMATION

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





                                    L-E-3-1
<PAGE>


                                    EXHIBIT 4
                             PURCHASER'S INFORMATION

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





                                    L-E-4-1
<PAGE>


                                    EXHIBIT 5
                             SCHEDULE OF LOST NOTES

                             Available Upon Request





                                    L-E-5-1
<PAGE>


                                    EXHIBIT 6

                                                    REVISED February 07, 2005

      APPENDIX E - STANDARD & POOR'S ANTI-PREDATORY LENDING CATEGORIZATION


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


STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
-----------------------------------------------
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                             NAME OF ANTI-PREDATORY                      CATEGORY UNDER APPLICABLE
       STATE/JURISDICTION                  LENDING LAW/EFFECTIVE DATE                    ANTI-PREDATORY LENDING LAW
----------------------------------  -------------------------------------------------  --------------------------------
<S>                                 <C>                                                <C>
Arkansas                            Arkansas  Home Loan  Protection  Act,  Ark. Code   High Cost Home Loan
                                    Ann. ss.ss. 23-53-101 ET SEQ.
                                    Effective July 16, 2003
----------------------------------  -------------------------------------------------  --------------------------------
Cleveland Heights, OH               Ordinance  No.  72-2003  (PSH),   Mun.  Code       Covered Loan
                                    ss.ss. 757.01 ET SEQ.
                                    Effective June 2, 2003
----------------------------------  -------------------------------------------------  --------------------------------
Colorado                            Consumer Equity Protection,  Colo. Stat. Ann.      Covered Loan
                                    ss.ss. 5-3.5-101 ET SEQ.
                                    Effective for covered loans offered or entered
                                    into  on  or  after January 1, 2003.  Other
                                    provisions of the Act took effect on June 7,
                                    2002
----------------------------------  -------------------------------------------------  --------------------------------
Connecticut                         Connecticut Abusive Home Loan Lending Practices    High Cost Home Loan
                                    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
----------------------------------  -------------------------------------------------  --------------------------------
</TABLE>



                                    L-E-6-1
<PAGE>


STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
-----------------------------------------------
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                             NAME OF ANTI-PREDATORY                      CATEGORY UNDER APPLICABLE
       STATE/JURISDICTION                  LENDING LAW/EFFECTIVE DATE                    ANTI-PREDATORY LENDING LAW
----------------------------------  -------------------------------------------------  --------------------------------
<S>                                 <C>                                                <C>
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 Ann.       High Cost Home Loan
Mar. 6, 2003)                       ss.ss. 7-6A-1 ET SEQ.
                                    Effective October 1, 2002 - March 6, 2003
----------------------------------  -------------------------------------------------  --------------------------------
Georgia as amended  (Mar. 7, 2003   Georgia  Fair  Lending  Act,  Ga.  Code Ann.       High Cost Home Loan
- current)                          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  Act      High Cost Loan
                                    of 1994, 15 U.S.C. ss. 1639, 12 C.F.R.  ss.ss.
                                    226.32 and 226.34
                                    Effective October 1, 1995, amendments October
                                    1, 2002
----------------------------------  -------------------------------------------------  --------------------------------
Illinois                            High Risk Home Loan Act, Ill. Comp.  Stat.  tit.   High Risk Home Loan
                                    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. Code Ann.   High Cost Home Loan
                                    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  Consumer
                                    ss.ss. 16a-1-101 ET SEQ.                           Loan (ID. ss. 16a-3-207) and;
                                    Sections 16a-1-301 and 16a-3-207 became            --------------------------------
                                    effective April 14, 1999; Section 16a-3-308a       High APR  Consumer  Loan (ID. ss.
                                    became effective July 1, 1999                      16a-3-308a)
----------------------------------  -------------------------------------------------  --------------------------------
</TABLE>



                                    L-E-6-2
<PAGE>


STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
-----------------------------------------------
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                             NAME OF ANTI-PREDATORY                      CATEGORY UNDER APPLICABLE
       STATE/JURISDICTION                  LENDING LAW/EFFECTIVE DATE                    ANTI-PREDATORY LENDING LAW
----------------------------------  -------------------------------------------------  --------------------------------
<S>                                 <C>                                                <C>
Kentucky                            2003 KY H.B.  287 - High Cost Home Loan Act, Ky.   High Cost Home Loan
                                    Rev. Stat. ss.ss. 360.100 ET SEQ.
                                    Effective June 24, 2003
----------------------------------  -------------------------------------------------  --------------------------------
Maine                               Truth in Lending,  Me. Rev.  Stat.  tit. 9-A,      High Rate High Fee Mortgage
                                    ss.ss. 8-101 ET SEQ.
                                    Effective September 29, 1995 and as amended
                                    from time to time
----------------------------------  -------------------------------------------------  --------------------------------
Massachusetts                       Part 40 and  Part  32,  209  C.M.R.  ss.ss.        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 Practices Act    High Cost Home Mortgage Loan
                                    Mass. Gen. Laws ch. 183C,  ss.ss. 1 ET SEQ.
                                    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 Act of 2002,   High Cost Home Loan
                                    N.J. Rev. Stat. ss.ss. 46:10B-22 ET SEQ.
                                    Effective for loans closed on or after  November
                                    27, 2003
----------------------------------  -------------------------------------------------  --------------------------------
New Mexico                          Home Loan  Protection  Act, N.M.  Rev.  Stat.      High Cost Home Loan
                                    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
----------------------------------  -------------------------------------------------  --------------------------------
</TABLE>



                                    L-E-6-3
<PAGE>


STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
-----------------------------------------------
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                             NAME OF ANTI-PREDATORY                      CATEGORY UNDER APPLICABLE
       STATE/JURISDICTION                  LENDING LAW/EFFECTIVE DATE                    ANTI-PREDATORY LENDING LAW
----------------------------------  -------------------------------------------------  --------------------------------
<S>                                 <C>                                                <C>
North Carolina                      Restrictions  and  Limitations on High Cost Home   High Cost Home Loan
                                    Loans, N.C. Gen. Stat. ss.ss. 24-1.1E ET SEQ.
                                    Effective July 1, 2000; amended October 1,
                                    2003 (adding open-end lines of credit)
----------------------------------  -------------------------------------------------  --------------------------------
Ohio                                H.B. 386  (codified  in various  sections of the   Covered Loan
                                    Ohio  Code),  Ohio Rev.  Code Ann. ss.ss.
                                    1349.25 ET SEQ.
                                    Effective May 24, 2002
----------------------------------  -------------------------------------------------  --------------------------------
Oklahoma                            Consumer Credit Code (codified in various          Subsection 10 Mortgage
                                    sections of Title 14A)
                                    Effective July 1, 2000; amended effective
                                    January 1, 2004
----------------------------------  -------------------------------------------------  --------------------------------
South Carolina                      South  Carolina  High  Cost  and  Consumer  Home   High Cost Home Loan
                                    Loans Act, S.C. Code Ann. ss.ss. 37-23-10 ET SEQ.
                                    Effective  for loans  taken on or after  January
                                    1, 2004
----------------------------------  -------------------------------------------------  --------------------------------
West Virginia                       West Virginia Residential Mortgage Lender,         West Virginia Mortgage Loan
                                    Broker and Servicer Act, W. Va. Code Ann. ss.ss.   Act Loan
                                    31-17-1 ET SEQ.
                                    Effective June 5, 2002
----------------------------------  -------------------------------------------------  --------------------------------
</TABLE>



STANDARD & POOR'S COVERED LOAN CATEGORIZATION
---------------------------------------------
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                              NAME OF ANTI-PREDATORY                       CATEGORY UNDER APPLICABLE
       STATE/JURISDICTION                   LENDING LAW/EFFECTIVE DATE                     ANTI-PREDATORY LENDING LAW
----------------------------------  -------------------------------------------------  --------------------------------
<S>                                 <C>                                                <C>
Georgia  (Oct.  1, 2002 - Mar. 6,   Georgia  Fair  Lending  Act,  Ga.  Code Ann.       Covered Loan
2003)                               ss.ss. 7-6A-1 ET SEQ.
                                    Effective October 1, 2002 - March 6, 2003
----------------------------------  -------------------------------------------------  --------------------------------
</TABLE>



                                    L-E-6-4
<PAGE>


<TABLE>
<CAPTION>
<S>                                 <C>                                                <C>
----------------------------------  -------------------------------------------------  --------------------------------
New Jersey                          New Jersey Home Ownership  Security Act of 2002,   Covered Home Loan
                                    N.J. Rev. Stat. ss.ss. 46:10B-22 ET SEQ.

                                    Effective November 27, 2003 - July 5, 2004
----------------------------------  -------------------------------------------------  --------------------------------
</TABLE>



STANDARD & POOR'S HOME LOAN CATEGORIZATION
---------------------------------------------
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                              NAME OF ANTI-PREDATORY                       CATEGORY UNDER APPLICABLE
       STATE/JURISDICTION                   LENDING LAW/EFFECTIVE DATE                     ANTI-PREDATORY LENDING LAW
----------------------------------  -------------------------------------------------  --------------------------------
<S>                                 <C>                                                <C>
Georgia  (Oct.  1, 2002 - Mar. 6,   Georgia  Fair  Lending  Act,  Ga.  Code Ann.       Home Loan
2003)                               ss.ss. 7-6A-1 ET SEQ.
                                    Effective October 1, 2002 - March 6, 2003
----------------------------------  -------------------------------------------------  --------------------------------
New Jersey                          New Jersey Home Ownership  Security Act of 2002,   Home Loan
                                    N.J. Rev. Stat. ss.ss. 46:10B-22 ET SEQ.
                                    Effective for loans closed on or after  November
                                    27, 2003
----------------------------------  -------------------------------------------------  --------------------------------
New Mexico                          Home Loan  Protection Act, N.M. Rev. Stat. .       Home Loan
                                    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 Cost Home   Consumer Home Loan
                                    Loans, N.C. Gen. Stat. ss.ss. 24-1.1E ET SEQ.
                                    Effective July 1, 2000; amended October 1,
                                    2003 (adding open-end lines of credit)
----------------------------------  -------------------------------------------------  --------------------------------
South Carolina                      South  Carolina  High  Cost  and  Consumer  Home   Consumer Home Loan
                                    Loans Act, S.C. Code Ann. ss.ss. 37-23-10 ET SEQ.
                                    Effective  for loans  taken on or after  January
                                    1, 2004
----------------------------------  -------------------------------------------------  --------------------------------
</TABLE>



                                    L-E-6-5
<PAGE>


                                   SCHEDULE A

                 REQUIRED RATINGS FOR EACH CLASS OF CERTIFICATES

                               Public Certificates
                               -------------------

                 Class                     S&P                     Moody's
                 -----                     ---                     -------
                 I-A-1                     AAA                       Aaa
                 I-A-2                     AAA                       Aaa
                 I-A-3                     AAA                       Aaa
                II-A-1                     AAA                       Aaa
                II-A-2                     AAA                       Aaa
                III-A-1                    AAA                       Aaa
                III-A-2                    AAA                       Aaa
                  M-1                      AA                        Aa2
                  M-2                       A                         A2
                  M-3                      A-                         A3
                  M-4                     BBB+                       Baa1
                  M-5                      BBB                       Baa2
                  M-6                     BBB-                       Baa3


None of the above ratings has been lowered, qualified or withdrawn since the
dates of issuance of such ratings by the Rating Agencies.


                              PRIVATE CERTIFICATES

                 Class                    S&P                     Moody's
                 -----                    ---                     -------
                  M-7                     BB+                       Ba1
                  M-8                     BB                        Ba2
                  CE                   Not Rated                 Not Rated
                   P                   Not Rated                 Not Rated
                  R-1                  Not Rated                 Not Rated
                  R-2                  Not Rated                 Not Rated
                  R-3                  Not Rated                 Not Rated
                  RX                   Not Rated                 Not Rated



                                     L-A-1

<PAGE>


                                    EXHIBIT M

                                 SWAP AGREEMENT

ATTN:       Global Securitization Trust Services Group

FROM:       The Bank of New York ("BNY")
            Derivative Products Support Department
            32 Old Slip, 16th Floor
            New York, New York 10286
            Attn:  Kenny Au-Yeung
            Phone #: 212-804-5103
            Fax #:  212-804-5818/5837

RE:         Transaction Reference Number: 35599

The purpose of this letter agreement ("Agreement") is to confirm the terms and
conditions of the current Transaction entered into on the Trade Date specified
below (the "Transaction") between The Bank of New York ("BNY") and LaSalle Bank
National Association, not individually, but solely as Swap Administrator under
the Swap Administration Agreement dated as of March 31, 2005 (the "Swap
Administration Agreement"), among LaSalle Bank National Association ("LaSalle"),
as swap administrator (in such capacity, the "Swap Administrator"), LaSalle Bank
National Association, as trustee for Bear Stearns Asset Backed Securities I
Trust 2005-HE3, Asset Backed Certificates, Series 2005-HE3 (in such capacity,
the "Trustee"), and LaSalle Bank National Association, as indenture trustee for
CMO Holdings II Ltd., Series BSABS HE3 NIM Trust 2005-3 Notes (in such capacity,
the "Indenture Trustee") ("Counterparty"). This Agreement, which evidences a
complete and binding agreement between you and us to enter into the Transaction
on the terms set forth below, constitutes a "Confirmation" as referred to in the
"ISDA Form Master Agreement" (as defined below), as well as a "Schedule" as
referred to in the ISDA Form Master Agreement.

1. This Agreement is subject to the 2000 ISDA DEFINITIONS (the "Definitions"),
as published by the International Swaps and Derivatives Association, Inc.
("ISDA"). You and we have agreed to enter into this Agreement in lieu of
negotiating a Schedule to the 1992 ISDA Master Agreement (Multicurrency--Cross
Border) form (the "ISDA Form Master Agreement") but, rather, an ISDA Form Master
Agreement shall be deemed to have been executed by you and us on the date we
entered into the Transaction. Terms capitalized but not defined herein EXCEPT IN
THE DEFINITIONS shall have the respective meanings attributed to them in the
Swap Administration Agreement or, if not defined therein, in the Pooling and
Servicing Agreement, dated as of March 1, 2005, among Bear Stearns Asset Backed
Securities I LLC (Depositor), EMC Mortgage Corporation (Seller and



                                       M-1
<PAGE>


Master Servicer) and LaSalle Bank National Association (Trustee) (the "Pooling
and Servicing Agreement"). In the event of any inconsistency between the
provisions of this Agreement and the Definitions or the ISDA Form Master
Agreement, this Agreement shall prevail for purposes of the Transaction. Each
reference to a "Section" (unless specifically referencing the Pooling and
Servicing Agreement or the Swap Administration Agreement) or to a "Section" "of
this Agreement" will be construed as a reference to a Section of the ISDA Form
Master Agreement.

2. The terms of the particular Transaction to which this Confirmation relates
are as follows:

       Notional Amount:                     With  respect to any  Calculation
                                            Period,  the amount set forth for
                                            such period on Schedule I
                                            attached hereto.

       Trade Date:                          March 10, 2005

       Effective Date:                      March 25, 2005

       Termination Date                     March 25, 2010, subject to
                                            adjustment in accordance with
                                            the Following Business Day
                                            Convention.

       FIXED AMOUNT:

              Fixed Rate Payer:             Counterparty

              Fixed Rate Payer
              Payment                       Dates: The 25th calendar day of each
                                            month during the Term of this
                                            Transaction, commencing April 25,
                                            2005 and ending on the Termination
                                            Date, subject to adjustment in
                                            accordance with the Following
                                            Business Day Convention with No
                                            Adjustment for Period End Dates.

              Fixed Rate:                   4.005%

              Fixed Amount:                 To be determined in accordance with
                                            the following formula:

                                            100 * Fixed Rate * Notional Amount
                                            * Fixed Rate Day Count Fraction.

              Fixed Rate Day
              Count Fraction:               30/360

       FLOATING AMOUNTS:

              Floating Rate Payer:          BNY

              Floating Rate Payer
              Payment                       Dates: The 25th calendar day of each
                                            month during the Term of this
                                            Transaction, commencing April 25,
                                            2005 and ending



                                      M-2
<PAGE>


                                            on the Termination
                                            Date, subject to adjustment in
                                            accordance with the Following
                                            Business Day Convention.

              Floating Rate Option:         USD-LIBOR-BBA

              Floating Amount:              To be determined in accordance with
                                            the following formula:

                                            100 * Floating Rate Option
                                            * Notional Amount
                                            * Floating Rate Day Count Fraction

              Designated Maturity:          One month

              Floating Rate Day
              Count Fraction:               Actual/360

              Reset Dates:                  The first day of each Calculation
                                            Period.

              Compounding: Inapplicable

       Business Days:                       New York and Illinois

       Calculation Agent:                   BNY

       Premium Amount:                      Counterparty shall pay BNY USD
                                            10,000.00 on March 31, 2005

3.       Additional Provisions:

         1) Each party hereto is hereby advised and acknowledges that the other
party has engaged in (or refrained from engaging in) substantial financial
transactions and has taken (or refrained from taking) other material actions in
reliance upon the entry by the parties into the Transaction being entered into
on the terms and conditions set forth herein and in the Pooling and Servicing
Agreement relating to such Transaction, as applicable. This paragraph 1) shall
be deemed repeated on the trade date of each Transaction.

4.      Provisions Deemed Incorporated in a Schedule to the Master Agreement:

1)      The parties agree that subparagraph (ii) of Section 2(c) of the ISDA
Form Master Agreement will apply to any Transaction.

2) TERMINATION PROVISIONS. For purposes of the Master Agreement:

(a) "Specified Entity" is not applicable to BNY or Counterparty for any purpose.

(b) "Specified Transaction" is not applicable to BNY or Counterparty for any
purpose, and, accordingly, Section 5(a)(v) shall not apply to BNY or
Counterparty.



                                      M-3
<PAGE>


(c) The "Cross Default" provisions of Section 5(a)(vi) will not apply to BNY or
to Counterparty.

(d) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not apply
to BNY or Counterparty.

(e)  With respect to Counterparty, "Bankruptcy Provisions" of Section 5(a)
(vii) (2) shall be deleted in its entirety.

(f) The "Automatic Early Termination" provision of Section 6(a) will not apply
to BNY or to Counterparty.

(g) Payments on Early Termination. For the purpose of Section 6(e) of this
Agreement:

         (i) Market Quotation will apply.

         (ii) the Second Method will apply.

(h) "Termination Currency" means United States Dollars.

(i)      Tax Event. The provisions of Section 2(d)(i)(4) and 2(d)(ii) of the
         printed ISDA Form Master Agreement shall not apply to Counterparty and
         Counterparty shall not be required to pay any additional amounts
         referred to therein.

3)       Tax Representations.

         (a) Payer Representations. For the purpose of Section 3(e) of this
         Agreement, each of BNY and the Counterparty will make the following
         representations:

         It is not required by any applicable law, as modified by the practice
         of any relevant governmental revenue authority, of any Relevant
         Jurisdiction to make any deduction or withholding for or on account of
         any Tax from any payment (other than interest under Section 2(e),
         6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party
         under this Agreement. In making this representation, it may rely on:

                  (i) the accuracy of any representations made by the other
                  party pursuant to Section 3(f) of this Agreement;

                  (ii) the satisfaction of the agreement contained in Section
                  4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and
                  effectiveness of any document provided by the other party
                  pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement;
                  and

                  (iii) the satisfaction of the agreement of the other party
                  contained in Section 4(d) of this Agreement, provided that it
                  shall not be a breach of this representation where reliance is
                  placed on clause (ii) and the other party does not deliver a
                  form or document under Section 4(a)(iii) by reason of material
                  prejudice to its legal or commercial position.



                                      M-4
<PAGE>


         (b) Payee Representations. For the purpose of Section 3(f) of this
         Agreement, each of BNY and the Counterparty make the following
         representations.

                  The following representation will apply to BNY:

                           BNY is a trust company duly organized and existing
                           under the laws of the State of New York and its U.S.
                           taxpayer identification number is 135160382.

                  The following representation will apply to the Counterparty:

                           Pursuant to the Indenture, Counterparty represents
                           that the beneficial owner of the payments made to it
                           under this Agreement, is a "non-U.S. branch of a
                           foreign person" as that term is used in section
                           1.1441-4(a)(3)(ii) of the United States Treasury
                           Regulations (the "Regulations") for United States
                           federal income tax purposes, and is a "foreign
                           person" as that term is used in section
                           1.6041-4(a)(4) of the Regulations for United States
                           federal income tax purposes.

4) The ISDA Form Master Agreement is hereby amended as follows:

                  The word "third" shall be replaced by the word "second" in the
                  third line of Section 5(a)(i) of the ISDA Form Master
                  Agreement.

5) DOCUMENTS TO BE DELIVERED. For the purpose of Section 4(a):

 (1) Tax forms, documents, or certificates to be delivered are:


<TABLE>
<CAPTION>

PARTY REQUIRED TO DELIVER DOCUMENT    FORM/DOCUMENT/                      DATE BY WHICH TO
                                      CERTIFICATE                         BE DELIVERED
<S>                                   <C>                                 <C>
BNY and                               Any document required or            Promptly after the earlier of (i) reasonable
the Counterparty                      reasonably requested to allow       demand by either party or (ii)
learning that                         the   other    party   to   make    such form or document is required
                                      payments  under  this  Agreement
                                      without   any    deduction    or
                                      withholding   for   or  on   the
                                      account  of any Tax or with such
                                      deduction  or  withholding  at a
                                      reduced rate
</TABLE>



                                      M-5
<PAGE>


<TABLE>
<CAPTION>

(2) Other documents to be delivered are:

<S>                  <C>                             <C>                           <C>
PARTY REQUIRED TO    FORM/DOCUMENT/                  DATE BY WHICH TO              COVERED BY SECTION 3(D) REPRESENTATION
DELIVER DOCUMENT     CERTIFICATE                     BE DELIVERED

BNY and              Any  documents  required  by    Upon  the  execution  and     Yes
the Counterparty     the   receiving   party   to    delivery of this  Agreement
                     evidence  the  authority  of    and such Confirmation
                     the delivering  party or its
                     Credit Support Provider,  if
                     any,  for it to execute  and
                     deliver this Agreement,  any
                     Confirmation   ,   and   any
                     Credit Support  Documents to
                     which it is a party,  and to
                     evidence  the  authority  of
                     the delivering  party or its
                     Credit  Support  Provider to
                     perform   its    obligations
                     under this  Agreement,  such
                     Confirmation  and/or  Credit
                     Support  Document,   as  the
                     case may be

BNY and              A certificate 10 of an          Upon  the   execution   and   Yes
the Counterparty     authorized  officer of the      delivery of this  Agreement
                     party,  as to the incumbency    and such Confirmation
                     and authority of the
                     respective officers of the
                     party signing this Agreement,
                     any relevant Credit Support
                     Document, or any
                     Confirmation, as the case
                     may be

BNY and              An opinion of counsel with      Upon  the   execution and     Yes
the Counterparty     respect to the due              delivery of this  Agreement
                     authorization, execution and    and such Confirmation
                     enforceability of this
                     Agreement, acceptable to the
                     other party hereto.



                                       M-6
<PAGE>


BNY                  A  copy of the most recent      Promptly  after  request  by  Yes
                     annual report of such the       other party
                     party (only  if available) and
                     its Credit Support Provider,
                     if any, containing in all
                     cases audited consolidated
                     financial statements for each
                     fiscal year certified by
                     independent certified public
                     accountants and prepared in
                     accordance with generally
                     accepted accounting
                     principles in the United
                     States or in the country in
                     which such party is organized
</TABLE>


6) MISCELLANEOUS. Miscellaneous

(a) Address for Notices: For the purposes of Section 12(a) of this Agreement:

         Address for notices or communications to BNY:

                  Address:          The Bank of New York
                                    Swaps and Derivatives Products Group
                                    Treasury Division
                                    32 Old Slip, 15th Floor
                                    New York, New York 10286
                                    Attention: Stephen M. Lawler


                  Facsimile:        212-495-1015
                  Phone:            212-804-2137



                  (For all purposes)

         Address for notices or communications to the Counterparty:

                  Address:          LaSalle Bank National Association
                                    135 South LaSalle Street, Suite 1625
                                    Chicago, IL 60603


                                      M-7


<PAGE>


                  Attention:        Global Securitization Trust Services
                                    Group-Bear Stearns Asset Backed
                                    Securities I Trust 2005-HE3
                  Facsimile:        (312) 904-2084
                  Phone:            (312) 904-7992

                  (For all purposes)

(b) Process Agent. For the purpose of Section 13(c):

                           BNY appoints as its
                           Process Agent:            Not Applicable

                           The Counterparty appoints as its
                           Process Agent:            Not Applicable

(c)      Offices. The provisions of Section 10(a) will not apply to this
         Agreement; neither BNY nor the Counterparty have any Offices other than
         as set forth in the Notices Section and BNY agrees that, for purposes
         of Section 6(b) of this Agreement, it shall not in future have any
         Office other than one in the United States.

(d)      Multibranch Party. For the purpose of Section 10(c) of this Agreement:

         BNY is not a Multibranch Party.

         The Counterparty is not a Multibranch Party.

(e) Credit Support Document. Not applicable for either BNY or the Counterparty.


(f) Credit Support Provider.

         BNY:     Not Applicable

         The Counterparty: Not Applicable

(g)      Governing Law. The parties to this Agreement hereby agree that the law
         of the State of New York shall govern their rights and duties in whole,
         without regard to the conflict of law provisions thereof other than New
         York General Obligations Law Sections 5-1401 and 5-1402.

 (h) Severability. If any term, provision, covenant, or condition of this
Agreement, or the application thereof to any party or circumstance, shall be
held to be invalid or unenforceable (in whole or in part) for any reason, the
remaining terms, provisions, covenants, and conditions hereof shall continue in
full force and effect as if this Agreement had been executed with the invalid or
unenforceable portion eliminated, so long as this Agreement as so modified
continues to express, without material change, the original intentions of the
parties as to the subject matter of this


                                      M-8


<PAGE>

Agreement and the deletion of such portion of this Agreement will not
substantially impair the respective benefits or expectations of the parties.

The parties shall endeavor to engage in good faith negotiations to replace any
invalid or unenforceable term, provision, covenant or condition with a valid or
enforceable term, provision, covenant or condition, the economic effect of which
comes as close as possible to that of the invalid or unenforceable term,
provision, covenant or condition.

(i) Consent to Recording. Each party hereto consents to the monitoring or
recording, at any time and from time to time, by the other party of any and all
communications between officers or employees of the parties, waives any further
notice of such monitoring or recording, and agrees to notify its officers and
employees of such monitoring or recording.

(j) Waiver of Jury Trial. Each party waives any right it may have to a trial by
jury in respect of any Proceedings relating to this Agreement or any Credit
Support Document.

(k) Set-Off. The provisions for Set-off set forth in Section 6(e) of the ISDA
Form Master Agreement shall not apply for purposes of this Transaction.
Notwithstanding any provision of this Agreement or any other existing or future
agreement, each party irrevocably waives any and all rights it may have to set
off, net, recoup or otherwise withhold or suspend or condition payment or
performance of any obligation between it and the other party hereunder against
any obligation between it and the other party under any other agreements.

(l) This Agreement may be executed in several counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the
same instrument.

(m) Additional Definitional Provisions.

As used in this Agreement, the following terms shall have the meanings set forth
below, unless the context clearly requires otherwise:

                  "Moody's" means Moody's Investors Service, Inc., or any
                  successor.

                  "S&P" means Standard & Poor's Ratings Services, or any
                  successor.

 (n) Swap Administrator Liability Limitations. It is expressly understood and
agreed by the parties hereto that (a) this Agreement is executed and delivered
by LaSalle Bank National Association ("LaSalle"), not individually or personally
but solely as Swap Administrator, (b) each of the representations, undertakings
and agreements herein made on the part of the Counterparty is made and intended
not as personal representations, undertakings and agreements by LaSalle but is
made and intended for the purpose of binding only the Counterparty, (c) nothing
herein contained shall be construed as creating any liability on LaSalle,
individually or personally, to perform any covenant either expressed or implied
contained herein, all such liability, if any, being expressly waived by the
parties hereto and by any Person claiming by, through or under the parties
hereto; provided that nothing in this paragraph shall relieve LaSalle from
performing its duties and obligations under the Swap Administration Agreement in
accordance with the standard of care set forth therein, and (d) under no
circumstances shall


                                      M-9


<PAGE>

LaSalle be personally liable for the payment of any indebtedness or expenses of
the Counterparty or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Counterparty
under this Agreement or any other related documents. Any resignation or removal
of LaSalle as Swap Administrator under the Swap Administration Agreement shall
require the assignment of this agreement to LaSalle's replacement.

(o) Additional Provisions. The provisions of Sections 5(a)(ii), 5(a)(iii) and
5(a)(iv) shall not apply to BNY or Counterparty.

7) "Affiliate": BNY and Counterparty shall be deemed to not have any Affiliates
for purposes of this Agreement, including for purposes of Section 6(b)(ii).

8) Additional Termination Events. Additional Termination Events will apply:

         (a) If a Rating Agency Downgrade has occurred and BNY has not, within
30 days, complied with Section 9 below, then an Additional Termination Event
shall have occurred with respect to BNY and BNY shall be the sole Affected Party
with respect to such an Additional Termination Event.

         (b) If the Trustee is unable to pay its Class I-A, II-A or III-A
Certificates or fails or admits in writing its inability to pay its Class I-A,
II-A or III-A Certificates as they become due, then an Additional Termination
Event shall have occurred with respect to Counterparty and Counterparty shall be
the sole Affected Party with respect to such Additional Termination Event.

         (c) If (i) the Majority Class CE Certificate holder or the Master
Servicer gives notice pursuant to Section 10.02 of the Pooling and Servicing
Agreement to BNY or the Trustee of its intent to terminate the Trust Fund under
Section 10.01(a) of the Pooling and Servicing Agreement, (ii) a final
distribution notice is given to BNY or to the Certificate holders under Section
10.02(i) of the Pooling and Servicing or (iii) any other notice of early
termination of the Pooling and Servicing Agreement or a final distribution
thereunder is provided to the Trustee, the Certificate holders or BNY, then an
Additional Termination Event shall have occurred and Counterparty shall be the
sole Affected Party with respect thereto.

9) Rating Agency Downgrade. In the event that BNY's short-term unsecured and
unsubordinated debt rating is withdrawn or reduced below "A-1" by S&P or its
long-term unsecured and unsubordinated debt rating is withdrawn or reduced below
"Aa3" by Moody's (and together with S&P, the "Swap Rating Agencies", and such
rating thresholds, "Approved Rating Thresholds"), then within 30 days after such
rating withdrawal or downgrade (unless, within 30 days after such withdrawal or
downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the
rating of the Bear Stearns Asset Backed Securities I Trust 2005-HE3, Asset
Backed Certificates, Series 2005-HE3 (the "Certificates") and CMO Holdings II
Ltd., Series BSABS HE3 NIM TRUST 2005-3 Notes (the "Notes"), which was in effect
immediately prior to such withdrawal or downgrade), BNY shall, at its own
expense, subject to the Rating Agency Condition, either (i) seek another entity
to replace BNY as party to this Agreement that meets or exceeds the Approved
Rating Thresholds and that is approved by the Swap Administrator (which approval
shall not be unreasonably withheld) on terms substantially similar to this
Agreement or (ii) obtain a guaranty of, or a contingent agreement of another
person with the Approved Rating Thresholds, to honor,


                                      M-10


<PAGE>


BNY's obligations under this Agreement; provided that such other person is
approved by the Swap Administrator (in writing), such approval not to be
unreasonably withheld. BNY's failure to do any of the foregoing shall, at the
Counterparty's option, constitute an Additional Termination Event with BNY as
the Affected Party. For purposes of this provision, "Rating Agency Condition"
means, with respect to any particular proposed act or omission to act hereunder
that the party acting or failing to act must consult with any of the Swap Rating
Agencies then providing a rating of the Certificates and Notes and receive from
the Swap Rating Agencies a prior written confirmation that the proposed action
or inaction would not cause a downgrade or withdrawal of the then-current rating
of the Certificates and Notes.

10) Payment Instructions. BNY hereby agrees that, unless notified in writing by
the Counterparty of other payment instructions, any and all amounts payable by
BNY to the Counterparty under this Agreement shall be paid to the Counterparty
at the account specified in Section 5.

11) Section 3 of the ISDA Form Master Agreement is hereby amended by adding at
the end thereof the following subsection (g):

         "(g) Relationship Between Parties.

                        Each party represents to the other party on each date
                        when it enters into a Transaction that:--

                  (1) Nonreliance. (i) It is not relying on any statement or
representation of the other party regarding the Transaction (whether written or
oral), other than the representations expressly made in this Agreement or the
Confirmation in respect of that Transaction and (ii) it has consulted with its
own legal, regulatory, tax, business, investment, financial and accounting
advisors to the extent it has deemed necessary, and it has made its own
investment, hedging and trading decisions based upon its own judgment and upon
any advice from such advisors as it has deemed necessary and not upon any view
expressed by the other party.

                  (2) Evaluation and Understanding.

                  (i) It has the capacity to evaluate (internally or through
independent professional advice) the Transaction and has made its own decision
to enter into the Transaction; and

                  (ii) It understands the terms, conditions and risks of the
Transaction and is willing and able to accept those terms and conditions and to
assume those risks, financially and otherwise.

                  (3) Purpose. It is entering into the Transaction for the
purposes of managing its borrowings or investments, hedging its underlying
assets or liabilities or in connection with a line of business.

                  (4) Status of  Parties.  The other  party is not  acting as
an agent,  fiduciary  or  advisor  for it in respect of the Transaction.

                  (5) Eligible Contract Participant. It constitutes an "eligible
contract participant" as such term is defined in Section 1(a)12 of the Commodity
Exchange Act, as amended."


                                      M-11


<PAGE>


12) NON-RECOURSE. Notwithstanding any provision herein or in the ISDA Form
Master Agreement to the contrary, the obligations of Counterparty hereunder are
limited recourse obligations of Counterparty, payable solely from the Swap
Account and the proceeds thereof, in accordance with the terms of the Pooling
and Servicing Agreement and the Swap Administration Agreement. In the event that
the Swap Account and proceeds thereof should be insufficient to satisfy all
claims outstanding and following the realization of the Swap Account and the
proceeds thereof, any claims against or obligations of Counterparty under the
ISDA Form Master Agreement or any other confirmation thereunder still
outstanding shall be extinguished and thereafter not revive. The Swap
Administrator shall not have liability for any failure or delay in making a
payment hereunder to BNY due to any failure or delay in receiving amounts in the
Swap Account from the Trust created pursuant to the Pooling and Servicing
Agreement.

13) TRANSFER, AMENDMENT AND ASSIGNMENT. No transfer, amendment, waiver,
supplement, assignment or other modification of this Transaction shall be
permitted by either party unless (i) each of S&P and Moody's have been provided
notice of the same (ii) S&P and Moody's confirm in writing (including by
facsimile transmission) within five Business Days after such notice is given
that they will not downgrade, qualify, withdraw or otherwise modify their
then-current rating of the Certificates and (iii) S&P confirms in writing
(including by facsimile transmission) within five Business Days after such
notice is given that it will not downgrade, qualify, withdraw or otherwise
modify its then-current rating of the Notes.

14) Proceedings. BNY shall not institute against or cause any other person to
institute against, or join any other person in instituting against Counterparty,
the Trustee, the Indenture Trustee, the trust formed pursuant to the Pooling and
Servicing Agreement or CMO Holdings II Ltd. any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any federal or state bankruptcy or similar law for a period of one year and one
day (or, if longer, the applicable preference period) following payment in full
of the Certificates


5.     Account Details and
       Settlement Information:     PAYMENTS TO BNY:
                                   The Bank of New York
                                   Derivative Products Support Department
                                   32 Old Slip, 16th Floor
                                   New York, New York 10286
                                   Attention: Renee Etheart
                                   ABA #021000018
                                   Account #890-0068-175
                                   Reference: Interest Rate Caps

                                   PAYMENTS TO COUNTERPARTY:
                                   Bank Name: LaSalle Bank N.A.
                                   ABA Number: 071000505
                                   LaSalle CHGO/CTR/BNF:/ LaSalle Trust
                                   Reference Trust Account Number: 722497.2
                                   Attn: Christopher Lewis


                                      M-12


<PAGE>


This Agreement may be executed in several counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.

Counterparty hereby agrees to check this Confirmation and to confirm that the
foregoing correctly sets forth the terms of the Transaction by signing in the
space provided below and returning to BNY a facsimile of the fully-executed
Confirmation follow by a fully executed Original to The Bank of New York, NY 32
Old Slip, 16th Floor, New York, NY 10286 Attn: Kenny Au-Yeung, Facsimile No.
212-804-5818/5837 .


                                      M-13


<PAGE>



We are very pleased to have executed this Transaction with you and we look
forward to completing other transactions with you in the near future.

Very truly yours,

THE BANK OF NEW YORK



By:    _______________________________
       Name:
       Title:

Counterparty, acting through its duly authorized signatory, hereby agrees to,
accepts and confirms the terms of the foregoing as of the Trade Date.

LASALLE BANK NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY AS SWAP
ADMINISTRATOR UNDER THE SWAP ADMINISTRATION AGREEMENT



By:    _______________________________
       Name:
       Title:




am


                                      M-14


<PAGE>




                                   SCHEDULE I
               (all such dates subject to adjustment in accordance
                       with the Business Day Convention)

--------------------------------------------------------------------------
   FROM AND INCLUDING       TO BUT EXCLUDING      NOTIONAL AMOUNT USD
--------------------------------------------------------------------------
        25-Mar-05              25-Apr-05             6,993,076.4640
--------------------------------------------------------------------------
        25-Apr-05              25-May-05             6,897,125.5453
--------------------------------------------------------------------------
        25-May-05              25-Jun-05             6,779,810.2002
--------------------------------------------------------------------------
        25-Jun-05              25-Jul-05             6,641,323.9020
--------------------------------------------------------------------------
        25-Jul-05              25-Aug-05             6,482,068.0390
--------------------------------------------------------------------------
        25-Aug-05              25-Sep-05             6,302,640.7817
--------------------------------------------------------------------------
        25-Sep-05              25-Oct-05             6,103,854.6993
--------------------------------------------------------------------------
        25-Oct-05              25-Nov-05             5,886,727.8448
--------------------------------------------------------------------------
        25-Nov-05              25-Dec-05             5,652,972.3271
--------------------------------------------------------------------------
        25-Dec-05              25-Jan-06             5,408,020.8160
--------------------------------------------------------------------------
        25-Jan-06              25-Feb-06             5,166,535.5083
--------------------------------------------------------------------------
        25-Feb-06              25-Mar-06             4,935,719.0519
--------------------------------------------------------------------------
        25-Mar-06              25-Apr-06             4,715,375.3195
--------------------------------------------------------------------------
        25-Apr-06              25-May-06             4,505,023.7365
--------------------------------------------------------------------------
        25-May-06              25-Jun-06             4,304,205.9566
--------------------------------------------------------------------------
        25-Jun-06              25-Jul-06             4,112,484.8273
--------------------------------------------------------------------------
        25-Jul-06              25-Aug-06             3,929,443.4022
--------------------------------------------------------------------------
        25-Aug-06              25-Sep-06             3,754,684.0072
--------------------------------------------------------------------------
        25-Sep-06              25-Oct-06             3,587,827.3410
--------------------------------------------------------------------------
        25-Oct-06              25-Nov-06             3,428,511.7297
--------------------------------------------------------------------------
        25-Nov-06              25-Dec-06             3,276,389.2993
--------------------------------------------------------------------------
        25-Dec-06              25-Jan-07             3,131,134.7652
--------------------------------------------------------------------------
        25-Jan-07              25-Feb-07             2,992,657.5296
--------------------------------------------------------------------------
        25-Feb-07              25-Mar-07             2,860,295.9136
--------------------------------------------------------------------------
        25-Mar-07              25-Apr-07              800,455.9947
--------------------------------------------------------------------------
        25-Apr-07              25-May-07              771,213.2979
--------------------------------------------------------------------------
        25-May-07              25-Jun-07              743,077.4884
--------------------------------------------------------------------------
        25-Jun-07              25-Jul-07              716,005.0023
--------------------------------------------------------------------------
        25-Jul-07              25-Aug-07              689,954.0573
--------------------------------------------------------------------------
        25-Aug-07              25-Sep-07              664,884.5784
--------------------------------------------------------------------------
        25-Sep-07              25-Oct-07              640,757.7368
--------------------------------------------------------------------------
        25-Oct-07              25-Nov-07              617,537.0766
--------------------------------------------------------------------------
        25-Nov-07              25-Dec-07              595,186.4048
--------------------------------------------------------------------------
        25-Dec-07              25-Jan-08              573,683.8764
--------------------------------------------------------------------------
        25-Jan-08              25-Feb-08              552,997.4298
--------------------------------------------------------------------------
        25-Feb-08              25-Mar-08              533,081.3195
--------------------------------------------------------------------------
        25-Mar-08              25-Apr-08              373,646.2628
--------------------------------------------------------------------------
        25-Apr-08              25-May-08              361,812.9560
--------------------------------------------------------------------------
        25-May-08              25-Jun-08              350,351.8607
--------------------------------------------------------------------------
        25-Jun-08              25-Jul-08              339,251.3297
--------------------------------------------------------------------------
        25-Jul-08              25-Aug-08              328,500.0775
--------------------------------------------------------------------------
        25-Aug-08              25-Sep-08              318,087.1711
--------------------------------------------------------------------------
        25-Sep-08              25-Oct-08              308,002.0187
--------------------------------------------------------------------------
        25-Oct-08              25-Nov-08              298,234.3585
--------------------------------------------------------------------------



                                      M-15
<PAGE>


        25-Nov-08              25-Dec-08              288,774.2480
--------------------------------------------------------------------------
        25-Dec-08              25-Jan-09              279,612.0560
--------------------------------------------------------------------------
        25-Jan-09              25-Feb-09              270,738.4507
--------------------------------------------------------------------------
        25-Feb-09              25-Mar-09              262,144.3922
--------------------------------------------------------------------------
        25-Mar-09              25-Apr-09              253,821.1217
--------------------------------------------------------------------------
        25-Apr-09              25-May-09              245,760.1546
--------------------------------------------------------------------------
        25-May-09              25-Jun-09              237,953.2704
--------------------------------------------------------------------------
        25-Jun-09              25-Jul-09              230,392.5055
--------------------------------------------------------------------------
        25-Jul-09              25-Aug-09              223,070.1446
--------------------------------------------------------------------------
        25-Aug-09              25-Sep-09              215,978.7133
--------------------------------------------------------------------------
        25-Sep-09              25-Oct-09              209,110.9706
--------------------------------------------------------------------------
        25-Oct-09              25-Nov-09              202,459.9013
--------------------------------------------------------------------------
        25-Nov-09              25-Dec-09              196,018.7097
--------------------------------------------------------------------------
        25-Dec-09              25-Jan-10              189,775.7140
--------------------------------------------------------------------------
        25-Jan-10              25-Feb-10              183,725.8347
--------------------------------------------------------------------------
        25-Feb-10              25-Mar-10              177,867.1911
--------------------------------------------------------------------------



                                      M-16
<PAGE>

                                   EXHIBIT N

                     SPECIAL SERVICER DELINQUENCY TRIGGERS


                          Base                Multiple
                          60+
                          Model 3M+
                          DQ+LEGAL                         1.5
                          -------------------------------------
                        1              0.04%             0.07%
                        2              0.19%             0.28%
                        3              0.52%             0.78%
                        4              1.04%             1.56%
                        5              1.63%             2.44%
                        6              2.04%             3.05%
                        7              2.45%             3.68%
                        8              2.81%             4.22%
                        9              3.50%             5.25%
                       10              3.94%             5.90%
                       11              4.51%             6.77%
                       12              5.02%             7.52%
                       13              5.53%             8.29%
                       14              6.11%             9.16%
                       15              6.55%             9.82%
                       16              7.19%            10.79%
                       17              7.52%            11.28%
                       18              7.74%            11.61%
                       19              8.26%            12.39%
                       20              8.56%            12.84%
                       21              9.00%            13.50%
                       22              9.49%            14.24%
                       23             10.51%            15.76%
                       24             11.79%            17.69%
                       25             12.89%            19.33%
                       26             13.79%            20.68%
                       27             14.08%            21.12%
                       28             14.86%            22.29%
                       29             15.67%            23.50%
                       30             15.96%            23.94%
                       31             16.50%            24.76%
                       32             16.95%            25.42%
                       33             17.16%            25.74%
                       34             17.65%            26.48%
                       35             17.90%            26.86%
                       36             18.33%            27.49%
                       37             19.05%            28.58%
                       38             19.11%            28.67%
                       39             19.75%            29.63%
                       40             19.92%            29.88%
                       41             20.16%            30.24%
                       42             20.74%            31.10%


                                      N-1
<PAGE>

                       43             21.31%            31.96%
                       44             21.52%            32.27%
                       45             21.63%            32.44%
                       46             22.07%            33.11%
                       47             22.07%            33.10%
                       48             22.12%            33.18%
                       49             22.01%            33.02%
                       50             22.13%            33.20%
                       51             21.94%            32.92%
                       52             21.86%            32.79%
                       53             21.96%            32.94%
                       54             21.97%            32.96%
                       55             21.50%            32.25%
                       56             21.19%            31.79%
                       57             21.11%            31.67%
                       58             20.83%            31.24%
                       59             20.87%            31.31%
                       60             20.89%            31.33%
                       61             20.92%            31.38%
                       62             20.92%            31.38%
                       63             20.61%            30.92%
                       64             20.71%            31.07%
                       65             20.44%            30.66%
                       66             20.36%            30.54%
                       67             20.80%            31.20%
                       68             20.73%            31.09%
                       69             21.04%            31.55%
                       70             20.50%            30.75%
                       71             20.43%            30.65%
                       72             20.23%            30.34%
                       73             20.25%            30.38%
                       74             20.50%            30.75%
                       75             20.80%            31.20%
                       76             20.67%            31.01%
                       77             20.10%            30.16%
                       78             20.19%            30.28%
                       79             19.78%            29.68%
                       80             19.85%            29.77%
                       81             19.09%            28.64%
                       82             17.73%            26.60%
                       83             17.92%            26.88%
                       84             17.87%            26.81%
                       85             17.86%            26.78%
                       86             18.19%            27.28%
                       87             18.24%            27.36%
                       88             17.58%            26.37%
                       89             17.04%            25.56%
                       90             16.25%            24.37%
                       91             16.86%            25.29%
                       92             16.74%            25.10%


                                      N-2
<PAGE>

                       93             16.10%            24.15%
                       94             15.21%            22.82%
                       95             15.43%            23.14%
                       96             15.22%            22.83%
                       97             16.02%            24.04%
                       98             15.77%            23.66%
                       99             15.46%            23.19%
                      100             15.06%            22.60%
                      101             16.06%            24.10%
                      102             16.77%            25.15%
                      103             16.88%            25.31%
                      104             16.31%            24.46%
                      105             16.63%            24.94%
                      106             17.27%            25.90%
                      107             16.07%            24.10%
                      108             16.08%            24.12%
                      109             16.23%            24.34%
                      110             14.90%            22.34%
                      111             14.69%            22.03%
                      112             14.67%            22.00%
                      113             14.25%            21.38%
                      114             13.89%            20.83%
                      115             12.77%            19.16%
                      116             12.50%            18.75%
                      117             12.18%            18.26%
                      118             12.80%            19.20%
                      119             13.29%            19.94%
                      120             12.10%            18.14%
                      121             12.04%            18.05%
                      122             11.52%            17.28%
                      123             10.83%            16.25%
                      124             10.18%            15.27%
                      125              9.79%            14.69%
                      126             10.77%            16.16%
                      127             11.19%            16.79%
                      128             10.34%            15.52%
                      129              9.47%            14.20%
                      130              9.67%            14.51%
                      131             10.14%            15.21%
                      132             11.43%            17.15%
                      133             10.43%            15.64%
                      134             10.95%            16.42%
                      135             10.04%            15.05%
                      136             10.65%            15.98%
                      137              9.04%            13.57%
                      138             10.21%            15.31%
                      139              9.39%            14.08%
                      140              8.99%            13.48%
                      141              8.69%            13.03%
                      142              8.84%            13.25%


                                      N-3
<PAGE>

                      143              9.50%            14.25%
                      144              9.23%            13.84%
                      145              9.89%            14.84%
                      146              8.35%            12.52%
                      147              8.43%            12.64%
                      148              7.61%            11.42%
                      149              7.55%            11.33%
                      150              7.85%            11.78%
                      151              8.10%            12.15%
                      152              7.87%            11.81%
                      153              8.77%            13.15%
                      154              8.20%            12.30%
                      155              8.24%            12.36%
                      156              8.07%            12.10%
                      157              8.47%            12.70%
                      158              8.14%            12.20%
                      159             10.15%            15.23%
                      160              9.42%            14.13%
                      161              9.24%            13.87%
                      162              9.66%            14.49%
                      163              9.76%            14.64%
                      164             11.10%            16.64%
                      165              9.02%            13.53%
                      166              7.72%            11.58%
                      167              7.93%            11.90%
                      168              7.60%            11.39%
                      169              7.68%            11.51%
                      170              6.61%             9.91%
                      171              6.60%             9.89%
                      172              6.67%            10.00%
                      173              6.46%             9.69%
                      174              6.93%            10.39%
                      175              6.82%            10.23%
                      176              5.98%             8.97%
                      177              6.16%             9.24%
                      178              7.43%            11.14%
                      179              7.11%            10.66%
                      180              7.61%            11.42%
                      181              7.98%            11.97%
                      182              8.07%            12.11%
                      183              9.10%            13.66%
                      184              7.77%            11.66%
                      185              9.91%            14.86%
                      186              8.21%            12.32%
                      187              5.52%             8.29%
                      188              6.27%             9.40%
                      189              7.00%            10.50%
                      190              6.37%             9.55%
                      191              6.44%             9.66%
                      192              5.41%             8.12%


                                      N-4
<PAGE>

                      193              5.37%             8.05%
                      194              5.67%             8.51%
                      195              5.46%             8.19%
                      196              6.30%             9.45%
                      197              6.67%            10.01%
                      198              6.67%            10.01%
                      199              5.90%             8.85%
                      200              6.02%             9.03%
                      201              6.73%            10.10%
                      202              6.25%             9.37%
                      203              5.79%             8.68%
                      204              4.91%             7.37%
                      205              4.96%             7.45%
                      206              4.96%             7.45%
                      207              6.32%             9.49%
                      208              5.00%             7.50%
                      209              4.17%             6.25%
                      210              4.18%             6.27%
                      211              3.64%             5.45%
                      212              4.77%             7.16%
                      213              5.08%             7.63%
                      214              6.09%             9.14%
                      215              3.76%             5.64%
                      216              3.76%             5.64%
                      217              3.33%             5.00%
                      218              4.02%             6.03%
                      219              2.90%             4.35%
                      220              3.96%             5.94%
                      221              3.96%             5.94%
                      222              3.96%             5.94%
                      223              3.96%             5.94%
                      224              3.96%             5.94%
                      225              3.96%             5.94%
                      226              4.88%             7.32%
                      227              2.50%             3.74%
                      228              2.50%             3.74%
                      229              2.50%             3.74%
                      230              5.35%             8.02%
                      231              5.35%             8.02%
                      232              5.35%             8.02%
                      233              4.61%             6.92%
                      234              4.64%             6.96%
                      235              4.77%             7.15%
                      236              6.00%             9.00%
                      237              4.96%             7.43%
                      238              5.17%             7.75%
                      239              8.57%            12.85%
                      240              8.74%            13.11%
                      241              9.63%            14.45%
                      242             10.39%            15.59%


                                      N-5
<PAGE>

                      243              9.57%            14.35%
                      244             12.65%            18.97%
                      245             10.49%            15.74%
                      246             10.49%            15.74%
                      247              9.14%            13.71%
                      248              9.31%            13.97%
                      249              8.51%            12.77%
                      250              9.56%            14.33%
                      251              9.08%            13.62%
                      252              9.38%            14.07%
                      253              9.51%            14.27%
                      254              9.71%            14.57%
                      255              9.86%            14.80%
                      256              9.98%            14.97%
                      257              9.98%            14.97%
                      258             12.15%            18.22%
                      259             13.20%            19.80%
                      260             13.32%            19.98%
                      261             13.32%            19.98%
                      262             11.86%            17.79%
                      263             11.86%            17.79%
                      264             11.86%            17.79%
                      265             12.05%            18.07%
                      266             12.05%            18.07%
                      267             10.30%            15.45%
                      268             10.30%            15.45%
                      269              5.93%             8.89%
                      270              5.93%             8.89%
                      271              5.93%             8.89%
                      272              5.93%             8.89%
                      273              6.17%             9.25%
                      274              6.55%             9.83%
                      275              6.55%             9.83%
                      276              2.64%             3.96%
                      277              2.64%             3.96%
                      278              2.64%             3.96%
                      279              2.64%             3.96%
                      280              4.46%             6.69%
                      281              4.46%             6.69%
                      282              2.70%             4.05%
                      283              4.18%             6.27%
                      284              4.26%             6.39%
                      285              4.26%             6.39%
                      286              4.26%             6.39%
                      287              4.36%             6.53%
                      288              4.36%             6.53%
                      289              4.36%             6.53%
                      290              4.36%             6.53%
                      291              3.02%             4.54%
                      292              3.53%             5.30%


                                      N-6
<PAGE>

                      293              3.53%             5.30%
                      294              3.95%             5.93%
                      295              3.95%             5.93%
                      296              4.07%             6.11%
                      297              2.01%             3.01%
                      298              2.01%             3.01%
                      299              2.01%             3.01%
                      300              2.01%             3.01%
                      301              2.01%             3.01%
                      302              2.01%             3.01%
                      303              2.01%             3.01%
                      304              2.01%             3.01%
                      305              2.01%             3.01%
                      306              2.01%             3.01%
                      307              2.07%             3.10%
                      308              2.07%             3.10%




                                      N-7