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



                                          FORM 10-K


  (Mark one)

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

      OR



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


       Commission file number:  333-131374-30

       Bear Stearns Asset Backed Securities I Trust 2006-SD4
       (exact name of issuing entity as specified in its charter)

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

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


  New York                                          54-2198240
  (State or other jurisdiction of                   54-2198241
  incorporation or organization)                    54-2198242
                                                    54-2198243
                                                    (I.R.S. Employer
                                                    Identification No.)


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


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


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

        NONE.


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

        NONE.


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

        Yes  ___     No  X


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

        Yes  ___     No  X


  Indicate by check mark whether the registrant (1) has filed all reports
  required to be filed by Section 13 or 15(d) of the Securities Exchange
  Act of 1934 during the preceding 12 months (or for such shorter period
  that the registrant was required to file such reports), and (2) has been
  subject to such filing requirements for the past 90 days.

        Yes  X       No  ___


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

        Not applicable.


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


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


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

        Yes  ___     No  X


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

        Not applicable.


     Documents Incorporated by Reference

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

        Not applicable.


                                   PART I
  Item 1.  Business.

            Omitted.


  Item 1A.  Risk Factors.

            Omitted.


  Item 1B.  Unresolved Staff Comments.

            None.


  Item 2.  Properties.

            Omitted.


  Item 3.  Legal Proceedings.

            Omitted.


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

            Omitted.


                                PART II

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

            Omitted.


  Item 6.  Selected Financial Data.

            Omitted.


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

            Omitted.


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

            Omitted.


  Item 8.  Financial Statements and Supplementary Data.

            Omitted.


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

            Omitted.


  Item 9A. Controls and Procedures.

            Omitted.


  Item 9A(T). Controls and Procedures.

            Omitted.


  Item 9B. Other Information.

            None.


                                PART III

  Item 10. Directors, Executive Officers and Corporate Governance.

            Omitted.


  Item 11. Executive Compensation.

            Omitted.

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

            Omitted.


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

            Omitted.


  Item 14. Principal Accounting Fees and Services.

            Omitted.



                ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB

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

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


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



             None.


  Item 1117 of Regulation AB, Legal Proceedings.

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



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


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


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


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

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


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

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

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



  Item 1123 of Regulation AB, Servicer Compliance Statement.


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





                                PART IV


  Item 15. Exhibits, Financial Statement Schedules.

     (a) Exhibits


   (4.1) Pooling and Servicing Agreement, dated as of October 1, 2006, among
         Bear Stearns Asset Backed Securities I LLC, as depositor, Wells Fargo
         Bank, National Association, as master servicer and as securities
         administrator, EMC Mortgage Corporation, as seller and servicer, and
         The Bank of New York, as trustee (As previously filed on Form 8-K
         filed on December 1, 2006 and is hereby incorporated by reference into
         this report on Form 10-K).

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

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

  (10.3) Purchase, Warranties and Servicing Agreement, dated as of January 1,
         2004 among EMC Mortgage Corporation, as purchaser and Homebanc Mortgage
         Corporation, as company, as amended.

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

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



      <TABLE>

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

      </TABLE>

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

      <TABLE>

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

      </TABLE>

     (35) Servicer compliance statement.

      <TABLE>

      
         <c>
      a) Assurant Inc. as Sub-Contractor for EMC Mortgage Corporation  <F4>
      b) EMC Mortgage Corporation, as Servicer <F1>
      c) EMC Mortgage Corporation, as Named Servicer <F1>
      d) HomeBanc Mortgage Corporation, as Servicer <F3>
      e) LandAmerica Tax and Flood Services as Sub-Contractor for EMC Mortgage Corporation  <F4>
      f) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A.  <F4>
      g) Wells Fargo Bank, N.A., as Servicer <F1>
      h) Wells Fargo Bank, N.A., as Master Servicer <F1>
      i) Wells Fargo Bank, N.A., as Sub-Servicer for EMC Mortgage Corporation <F1>
      j) Wells Fargo Bank, N.A., as Securities Administrator <F1>
      k) Wells Fargo Bank, N.A., as Custodian <F4>
      l) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for HomeBanc Mortgage Corporation  <F4>
      m) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A.  <F4>
      n) ZC Real Estate Tax Solutions Limited as Sub-Contractor for HomeBanc Mortgage Corporation  <F4>

      </TABLE>

   (b) Not applicable.

   (c) Omitted.


  <F1> Filed herewith.

  <F2> The Servicing Participant serviced less than 5% of the deal and is
       not required under Regulation AB to provide such documentation.

  <F3> The Servicing Participant serviced less than 10% of the deal and is
       not required under Regulation AB to provide such documentation.

  <F4> The Servicing Participant of the deal is not required under Regulation
       AB to provide such documentation.

                                SIGNATURES

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



    Bear Stearns Asset Backed Securities I Trust 2006-SD4
    (Issuing Entity)

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

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

    Date: March 31, 2007


  Exhibit Index

  Exhibit No.

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

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



      <TABLE>

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

      </TABLE>

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

      <TABLE>

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

      </TABLE>

     (35) Servicer compliance statement.

      <TABLE>

      
         <c>
      b) EMC Mortgage Corporation, as Servicer
      c) EMC Mortgage Corporation, as Named Servicer
      g) Wells Fargo Bank, N.A., as Servicer
      h) Wells Fargo Bank, N.A., as Master Servicer
      i) Wells Fargo Bank, N.A., as Sub-Servicer for EMC Mortgage Corporation
      j) Wells Fargo Bank, N.A., as Securities Administrator

      </TABLE>

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

  I, William Augustin IV, certify that:

  1. I have reviewed this report on Form 10-K and all reports on Form 10-D
     required to be filed in respect of the period covered by this report
     on Form 10-K of Bear Stearns Asset Backed Securities I Trust 2006-SD4
     (the "Exchange Act periodic reports");

  2. Based on my knowledge, the Exchange Act periodic reports, taken as a
     whole, do not contain any untrue statement of a material fact or omit
     to state a material fact necessary to make the statements made, in
     light of the circumstances under which such statements were made, not
     misleading with respect to the period covered by this report;

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

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

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

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

     Dated: March 31, 2007

     /s/ William Augustin IV
     Signature

     Vice President
     Title


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


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

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

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

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

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




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


Date: February 23, 2007





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

Certification Regarding Compliance with Applicable Servicing Criteria


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


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


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


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


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

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

March 12, 2007


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

(logo) Member
Mortgage Bankers Association of America


(page)

<table>

 <c>
Appendix A


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

General Servicing Consideration

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

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

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

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

Cash Collection and Administration

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

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

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

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

1122(d)(2)(v)   Each custodial account is maintained at a
                federally insured depository institution as set  X
                forth in the transaction agreements. For
                purposes of this criterion, "federally insured
                depository institutions" with respect to a
                foreign financial institution means a foreign
                financial that meets the requirements of Rule
                13k-1(b)(1) of the Securities Exchange Act.


(page)

Appendix A (page 2)

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

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

1122(d)(2)vii)  Reconciliations are prepared on a monthly
                basis for all asset-backed securities related    X
                bank accounts, including custodial accounts
                and related bank clearing accounts. These
                reconciliations are (A) mathematically
                accurate; (B) prepared within 30 calendar
                days after the bank statement cutoff date, or
                such other number of days specified in the
                transaction agreements; (C) reviewed and
                approved by someone other than the person
                who prepared the reconciliation; items are
                resolved within 90 calendar days of their
                original identification, or such other number
                of days specified in the transaction
                agreements.

Investor Remittances and Reporting

1122(d)(3)(i)   Reports to investors, including those
                to be filed with the Commission, are              X
                maintained in accordance with the
                transaction agreements and applicable
                Commission requirements. Specifically,
                such reports (A) are prepared in
                accordance with timeframes and other
                terms set forth in the transaction
                agreements; C)1 are filed with the
                Commission as required by its rules
                and regulations; and (D) agree with
                investors' or the trustee's records as
                to the total unpaid principal balance and
                number of mortgage loans serviced by the
                Servicer.

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

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

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

Pool Asset Administration

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

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


Appendix A (page 3)


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

Pool Asset Administration (con't)

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

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

1122(d)(4)(iv)   Payments on mortgage loans, including
                 any payoffs, made in accordance with             X
                 the related mortgage loan documents
                 are posted to the Servicer's obligor
                 records maintained no more than two
                 business days after receipt, or such
                 other number of days specified in the
                 transaction agreements, and allocated to
                 principal, interest or other items (e.g.,
                 escrow) in accordance with the related
                 mortgage loan documents.

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

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

1122(d)(4)(vii)  Loss mitigation or recovery actions
                 (e.g., forbearance plans, modifications          X
                 and deed in lieu of foreclosure,
                 foreclosures and repossessions, as
                 applicable) are initiated, conducted
                 and concluded in accordance with the
                 timeframes or other requirements
                 established by the transaction agreements.

1122(d)(4)(viii) Records documenting collection efforts are
                 maintained during the period a mortgage          X
                 loan is delinquent in accordance with the
                 transaction agreements. Such records are
                 maintained on a least a monthly basis, or
                 such other period specified in the transaction
                 agreements, and describe the entity's
                 activities in monitoring delinquent mortgage
                 loans including, for example, phone calls,
                 letters and payment rescheduling plans in
                 cases where delinquency is deemed
                 temporary (e.g., illness or unemployment).

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


Appendix A (page 4)


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

1122(d)(4)(x)    Regarding any funds held in trust for an
                 obligor (such as escrow accounts): (A) such          X
                 funds are analyzed, in accordance with the
                 obligor's mortgage loan documents, on a
                 least an annual basis, or such other period
                 specified n the transaction agreements; (B)
                 interest on such funds is paid, or credited, to
                 obligors in accordance with applicable
                 mortgage loan documents and state laws;
                 and (C) such funds are returned to the
                 obligor within 30 calendar days of full
                 repayment of the related mortgage loans, or
                 such other number of days specified in the
                 transaction agreements.

1122(d)(4)(xi)   Payments made on behalf of an obligor
                 (such as tax or insurance payments) are              X
                 made on or before the related penalty or
                 expiration dates, as indicated on the
                 appropriate bills or notices for such
                 payments, provided that such support has
                 been received by the servicer at least 30
                 calendar days prior to these dates, or such
                 other number of days specified in the
                 transaction agreements.

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


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

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

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


(page)


Exhibit B


Describe material instances of noncompliance:
NONE

Describe any remediation efforts:
NOT APPLICABLE

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

Describe any remediation efforts:
NOT APPLICABLE

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

Describe any remediation efforts:
NOT APPLICABLE

</TABLE>





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

Certification Regarding Compliance with Applicable Servicing Criteria


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


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


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


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


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

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

March 12, 2007


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

(logo) Member
Mortgage Bankers Association of America


(page)

<table>

 <c>
Appendix A


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

General Servicing Consideration

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

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

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

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

Cash Collection and Administration

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

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

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

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

1122(d)(2)(v)   Each custodial account is maintained at a
                federally insured depository institution as set  X
                forth in the transaction agreements. For
                purposes of this criterion, "federally insured
                depository institutions" with respect to a
                foreign financial institution means a foreign
                financial that meets the requirements of Rule
                13k-1(b)(1) of the Securities Exchange Act.


(page)

Appendix A (page 2)

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

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

1122(d)(2)vii)  Reconciliations are prepared on a monthly
                basis for all asset-backed securities related    X
                bank accounts, including custodial accounts
                and related bank clearing accounts. These
                reconciliations are (A) mathematically
                accurate; (B) prepared within 30 calendar
                days after the bank statement cutoff date, or
                such other number of days specified in the
                transaction agreements; (C) reviewed and
                approved by someone other than the person
                who prepared the reconciliation; items are
                resolved within 90 calendar days of their
                original identification, or such other number
                of days specified in the transaction
                agreements.

Investor Remittances and Reporting

1122(d)(3)(i)   Reports to investors, including those
                to be filed with the Commission, are              X
                maintained in accordance with the
                transaction agreements and applicable
                Commission requirements. Specifically,
                such reports (A) are prepared in
                accordance with timeframes and other
                terms set forth in the transaction
                agreements; C)1 are filed with the
                Commission as required by its rules
                and regulations; and (D) agree with
                investors' or the trustee's records as
                to the total unpaid principal balance and
                number of mortgage loans serviced by the
                Servicer.

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

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

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

Pool Asset Administration

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

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


Appendix A (page 3)


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

Pool Asset Administration (con't)

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

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

1122(d)(4)(iv)   Payments on mortgage loans, including
                 any payoffs, made in accordance with             X
                 the related mortgage loan documents
                 are posted to the Servicer's obligor
                 records maintained no more than two
                 business days after receipt, or such
                 other number of days specified in the
                 transaction agreements, and allocated to
                 principal, interest or other items (e.g.,
                 escrow) in accordance with the related
                 mortgage loan documents.

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

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

1122(d)(4)(vii)  Loss mitigation or recovery actions
                 (e.g., forbearance plans, modifications          X
                 and deed in lieu of foreclosure,
                 foreclosures and repossessions, as
                 applicable) are initiated, conducted
                 and concluded in accordance with the
                 timeframes or other requirements
                 established by the transaction agreements.

1122(d)(4)(viii) Records documenting collection efforts are
                 maintained during the period a mortgage          X
                 loan is delinquent in accordance with the
                 transaction agreements. Such records are
                 maintained on a least a monthly basis, or
                 such other period specified in the transaction
                 agreements, and describe the entity's
                 activities in monitoring delinquent mortgage
                 loans including, for example, phone calls,
                 letters and payment rescheduling plans in
                 cases where delinquency is deemed
                 temporary (e.g., illness or unemployment).

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


Appendix A (page 4)


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

1122(d)(4)(x)    Regarding any funds held in trust for an
                 obligor (such as escrow accounts): (A) such          X
                 funds are analyzed, in accordance with the
                 obligor's mortgage loan documents, on a
                 least an annual basis, or such other period
                 specified n the transaction agreements; (B)
                 interest on such funds is paid, or credited, to
                 obligors in accordance with applicable
                 mortgage loan documents and state laws;
                 and (C) such funds are returned to the
                 obligor within 30 calendar days of full
                 repayment of the related mortgage loans, or
                 such other number of days specified in the
                 transaction agreements.

1122(d)(4)(xi)   Payments made on behalf of an obligor
                 (such as tax or insurance payments) are              X
                 made on or before the related penalty or
                 expiration dates, as indicated on the
                 appropriate bills or notices for such
                 payments, provided that such support has
                 been received by the servicer at least 30
                 calendar days prior to these dates, or such
                 other number of days specified in the
                 transaction agreements.

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


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

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

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


(page)


Exhibit B


Describe material instances of noncompliance:
NONE

Describe any remediation efforts:
NOT APPLICABLE

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

Describe any remediation efforts:
NOT APPLICABLE

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

Describe any remediation efforts:
NOT APPLICABLE

</TABLE>





EX-33 (e)
Report on Assessment of Compliance

with Regulation AB Servicing Criteria

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

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

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

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

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

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

Date: February 20, 2007

LandAmerica Tax and Flood Services, Inc.



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





EX-33 (f)
(logo) REGULUS


Report on Assessment of Compliance with Regulation AB Servicing Criteria

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

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

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

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


/s/ Kimberlee Clark
Kimberlee Clark
Chief Financial Officer

February 22, 2007


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





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

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

YourWellsFargoMortgage.com


Wells Fargo Bank, N.A.

2006 Certification Regarding Compliance with Applicable Servicing Criteria


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

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

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

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

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

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

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

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

March 1, 2007

WELLS FARGO BANK, N.A.

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


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


(page)


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

<Table>
<Caption>

             <c>

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

General Servicing Considerations

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

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

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

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

Cash Collection and Administration

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

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

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

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

                 Each custodial account is maintained at a federally insured                X
                 depository institution as set forth in the transaction agreements.
                 For purposes of this criterion, "federally insured depository
                 institution" with respect to a foreign financial institution means a
                 foreign financial institution that meets the requirements of Rule
1122(d)(2)(v)    13k-1(b)(1) of the Securities Exchange Act.

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


(page)


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

                 Reconciliations are prepared on a monthly basis for all asset-backed       X
                 securities related bank accounts, including custodial accounts and
                 related bank clearing accounts. These reconciliations are (A)
                 mathematically accurate; (B) prepared within 30 calendar days after
                 the bank statement cutoff date, or such other number of days
                 specified in the transaction agreements; (C) reviewed and approved by
                 someone other than the person who prepared the reconciliation, and
                 (D) contain explanations for reconciling items. These reconciling
                 items are resolved within 90 calendar days of their original
                 identification, or such other number of days specified in the
1122(d)(2)(vii)  transaction agreements.

Investor Remittances and Reporting

                 Reports to investors, including those to be filed with the                 X
                 Commission, are maintained in accordance with the transaction
                 agreements and applicable Commission requirements. Specifically, such
                 reports (A) are prepared in accordance with timeframes and other
                 terms set forth in the transaction agreements; (B) provide
                 information calculated in accordance with the terms specified in the
                 transaction agreements; (C) are filed with the Commission as required
                 by its rules and regulations; and (D) agree with investors' or the
                 trustee's records as to the total unpaid principal balance and number
1122(d)(3)(i)    of mortgage loans serviced by the Servicer.

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

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

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

Pool Asset Administration

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

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

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

                 Payments on mortgage loans, including any payoffs, made in                 X^5                  X^6
                 accordance with the related mortgage loan documents are posted to the
                 Servicer's obligor records maintained no more than two business days
                 after receipt, or such other number of days specified in the
                 transaction agreements, and allocated to principal, interest or other
                 items (e.g., escrow) in accordance with the related mortgage loan
1122(d)(4)(iv)   documents.

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

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


(page)


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

                 Loss mitigation or recovery actions (e.g., forbearance plans,              X
                 modifications and deeds in lieu of foreclosure, foreclosures and
                 repossessions, as applicable) are initiated, conducted and concluded
                 in accordance with the timeframes or other requirements established
1122(d)(4)(vii)  by the transaction agreements.

                 Records documenting collection efforts are maintained during the           X
                 period a mortgage loan is delinquent in accordance with the
                 transaction agreements. Such records are maintained on at least a
                 monthly basis, or such other period specified in the transaction
                 agreements, and describe the entity's activities in monitoring
                 delinquent mortgage loans including, for example, phone calls,
                 letters and payment rescheduling plans in cases where delinquency is
1122(d)(4)(viii) deemed temporary (e.g., illness or unemployment).

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

                 Regarding any funds held in trust for an obligor (such as escrow           X
                 accounts): (A) such funds are analyzed, in accordance with the
                 obligor's mortgage loan documents, on at least an annual basis, or
                 such other period specified in the transaction agreements; (B)
                 interest on such funds is paid, or credited to obligors in
                 accordance with applicable mortgage loan documents and state laws;
                 and (C) such funds are returned to the obligor within 30 calendar
                 days of full repayment of the related mortgage loans, or such other
1122(d)(4)(x)    number of days specified in the transaction agreements.

                 Payments made on behalf of an obligor (such as tax or insurance            X^7                  X^8
                 payments) are made on or before the related penalty or expiration
                 dates, as indicated on the appropriate bills or notices for such
                 payments, provided that such support has been received by the
                 servicer at least 30 calendar days prior to these dates, or such
1122(d)(4)(xi)   other number of days specified in the transaction agreements.

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

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

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

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


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


</Table>


(page)


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

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

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

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


(page)


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


Report or Independent Registered Public Accounting Firm


(page)


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


Vendors' Reports on Assessment of Compliance With Servicing Criteria





EX-33 (h)
(logo) WELLS FARGO

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

Wells Fargo Bank, N.A.

ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA

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

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

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

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

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

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

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

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

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

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

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:/s/ Brian Bartlett
Brian Bartlett

Its:   Executive Vice President

Dated: March 1, 2007


(page)


(logo) WELLS FARGO

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

Wells Fargo Bank, N.A.

Schedule A

Material Instances of Noncompliance by the Company

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

Material instances of Noncompliance by any Vendor

NONE

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

NONE





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

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

YourWellsFargoMortgage.com


Wells Fargo Bank, N.A.

2006 Certification Regarding Compliance with Applicable Servicing Criteria


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

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

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

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

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

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

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

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

March 1, 2007

WELLS FARGO BANK, N.A.

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


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


(page)


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

<Table>
<Caption>

             <c>

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

General Servicing Considerations

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

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

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

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

Cash Collection and Administration

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

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

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

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

                 Each custodial account is maintained at a federally insured                X
                 depository institution as set forth in the transaction agreements.
                 For purposes of this criterion, "federally insured depository
                 institution" with respect to a foreign financial institution means a
                 foreign financial institution that meets the requirements of Rule
1122(d)(2)(v)    13k-1(b)(1) of the Securities Exchange Act.

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


(page)


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

                 Reconciliations are prepared on a monthly basis for all asset-backed       X
                 securities related bank accounts, including custodial accounts and
                 related bank clearing accounts. These reconciliations are (A)
                 mathematically accurate; (B) prepared within 30 calendar days after
                 the bank statement cutoff date, or such other number of days
                 specified in the transaction agreements; (C) reviewed and approved by
                 someone other than the person who prepared the reconciliation, and
                 (D) contain explanations for reconciling items. These reconciling
                 items are resolved within 90 calendar days of their original
                 identification, or such other number of days specified in the
1122(d)(2)(vii)  transaction agreements.

Investor Remittances and Reporting

                 Reports to investors, including those to be filed with the                 X
                 Commission, are maintained in accordance with the transaction
                 agreements and applicable Commission requirements. Specifically, such
                 reports (A) are prepared in accordance with timeframes and other
                 terms set forth in the transaction agreements; (B) provide
                 information calculated in accordance with the terms specified in the
                 transaction agreements; (C) are filed with the Commission as required
                 by its rules and regulations; and (D) agree with investors' or the
                 trustee's records as to the total unpaid principal balance and number
1122(d)(3)(i)    of mortgage loans serviced by the Servicer.

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

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

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

Pool Asset Administration

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

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

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

                 Payments on mortgage loans, including any payoffs, made in                 X^5                  X^6
                 accordance with the related mortgage loan documents are posted to the
                 Servicer's obligor records maintained no more than two business days
                 after receipt, or such other number of days specified in the
                 transaction agreements, and allocated to principal, interest or other
                 items (e.g., escrow) in accordance with the related mortgage loan
1122(d)(4)(iv)   documents.

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

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


(page)


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

                 Loss mitigation or recovery actions (e.g., forbearance plans,              X
                 modifications and deeds in lieu of foreclosure, foreclosures and
                 repossessions, as applicable) are initiated, conducted and concluded
                 in accordance with the timeframes or other requirements established
1122(d)(4)(vii)  by the transaction agreements.

                 Records documenting collection efforts are maintained during the           X
                 period a mortgage loan is delinquent in accordance with the
                 transaction agreements. Such records are maintained on at least a
                 monthly basis, or such other period specified in the transaction
                 agreements, and describe the entity's activities in monitoring
                 delinquent mortgage loans including, for example, phone calls,
                 letters and payment rescheduling plans in cases where delinquency is
1122(d)(4)(viii) deemed temporary (e.g., illness or unemployment).

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

                 Regarding any funds held in trust for an obligor (such as escrow           X
                 accounts): (A) such funds are analyzed, in accordance with the
                 obligor's mortgage loan documents, on at least an annual basis, or
                 such other period specified in the transaction agreements; (B)
                 interest on such funds is paid, or credited to obligors in
                 accordance with applicable mortgage loan documents and state laws;
                 and (C) such funds are returned to the obligor within 30 calendar
                 days of full repayment of the related mortgage loans, or such other
1122(d)(4)(x)    number of days specified in the transaction agreements.

                 Payments made on behalf of an obligor (such as tax or insurance            X^7                  X^8
                 payments) are made on or before the related penalty or expiration
                 dates, as indicated on the appropriate bills or notices for such
                 payments, provided that such support has been received by the
                 servicer at least 30 calendar days prior to these dates, or such
1122(d)(4)(xi)   other number of days specified in the transaction agreements.

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

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

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

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


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


</Table>


(page)


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

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

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

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


(page)


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


Report or Independent Registered Public Accounting Firm


(page)


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


Vendors' Reports on Assessment of Compliance With Servicing Criteria





EX-33 (j)
(logo) WELLS FARGO

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

Wells Fargo Bank, N.A.

ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA

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

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

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

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

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

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

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

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

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

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

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:/s/ Brian Bartlett
Brian Bartlett

Its:   Executive Vice President

Dated: March 1, 2007


(page)


(logo) WELLS FARGO

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

Wells Fargo Bank, N.A.

Schedule A

Material Instances of Noncompliance by the Company

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

Material instances of Noncompliance by any Vendor

NONE

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

NONE





EX-33 (k)
(logo) WELLS FARGO

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


Appendix I


ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA

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

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

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

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

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

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

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

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

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


WELLS FARGO BANK, NATIONAL ASSOCIATION

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

Its: Senior Vice President

Dated: March 1, 2007





EX-33 (m)
(logo) ZC STERLING

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

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


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

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

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

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

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


(page)


3. Payments made on behalf of Servicer's obligor for insurance premiums are made
on or before the related penalty or expiration dates, as indicated on the
appropriate bills or notices for such payments, provided that such support has
been received by the Servicer at least thirty (30) calendar days prior to these
dates, or such other number of days specified in the transaction agreements
between Servicer and ZCSIA (1122(d)(4)(xi)).

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

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

Sincerely,
ZC STERLING INSURANCE AGENCY, INC.

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

Title: Senior Vice President - Hazard Operations

Date: February 20, 20007

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

Title: Senior Vice President & General Counsel

Date: February 20, 2007



2


(page)


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

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



3





EX-34 (a)
(logo) PRICEWATERHOUSECOOPERS

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



Report of Independent Registered Public Accounting Firm


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

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

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


1


(page)


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

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

/s/ PricewaterhouseCoopers LLP

Atlanta, Georgia
February 23, 2007


2





EX-34 (b)
(logo) Deloitte

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

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders
EMC Mortgage Corporation

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

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

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

/s/ Deloitte & Touch LLP

March 12, 2007


Member of
Deloitte Touche Tohmatsu





EX-34 (c)
(logo) Deloitte

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

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders
EMC Mortgage Corporation

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

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

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

/s/ Deloitte & Touch LLP

March 12, 2007


Member of
Deloitte Touche Tohmatsu





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



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

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

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

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

/s/ Grant Thorton LLP

Irvine, CA
February 20, 2007



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

Grant Thornton LLP
US member of Grant Thornton International





EX-34 (f)
(logo) KPMG

KPMG LLP
1601 Market Street
Philadelphia, PA 19103-2499


Report of Independent Registered Public Accounting Firm

The Board of Members
Regulus Group LLC:

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

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

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


/s/ KPMG LLP


Philadelphia, PA
February 22, 2007


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





EX-34 (g)
(logo) KPMG

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


Report of Independent Registered Public Accounting Firm

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

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

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

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

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

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


(page)


(logo) KPMG

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


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


/s/ KPMG LLP

Des Moines, Iowa
March 1, 2007


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





EX-34 (h)
(logo) KPMG

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

Report of Independent Registered Public Accounting Firm

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

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

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

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

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

(page)

(logo) KPMG

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

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

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

/s/ KPMG LLP

Chicago, IL 60601
March 1, 2007





EX-34 (i)
(logo) KPMG

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


Report of Independent Registered Public Accounting Firm

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

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

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

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

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

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


(page)


(logo) KPMG

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


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


/s/ KPMG LLP

Des Moines, Iowa
March 1, 2007


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





EX-34 (j)
(logo) KPMG

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

Report of Independent Registered Public Accounting Firm

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

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

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

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

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

(page)

(logo) KPMG

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

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

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

/s/ KPMG LLP

Chicago, IL 60601
March 1, 2007





EX-34 (k)
(logo) KPMG

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

Report of Independent Registered Public Accounting Firm

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

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

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

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

/s/ KPMG LLP

Chicago, Illinois
March 1, 2007

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





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


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

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

Report of Independent Registered Public Accounting Firm

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

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

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

/s/ Ernst & Young LLP

February 20, 2007


A Member Practice of Ernst & Young Global





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

ITEM 1123 ANNUAL STATEMENT OF COMPLIANCE

EMC MORTGAGE CORPORATION

I, John Vella, President and Chief Executive Officer of EMC Mortgage Corporation
("EMC") as servicer pursuant to the Bear Stearns Asset Backed Securities Trust
2006-SD4 Agreement (the "Agreement") hereby certify that:

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

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

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

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



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

(logo) MBA
Member
Mortgage Bankers
Association of America





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

ITEM 1123 ANNUAL STATEMENT OF COMPLIANCE

EMC MORTGAGE CORPORATION

I, John Vella, President and Chief Executive Officer of EMC Mortgage Corporation
("EMC") as servicer pursuant to the Bear Stearns Asset Backed Securities Trust
2006-SD4 Agreement (the "Agreement") hereby certify that:

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

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

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

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



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

(logo) MBA
Member
Mortgage Bankers
Association of America





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

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


Wells Fargo Bank, N.A.
Servicer Compliance Statement

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

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

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

March 1, 2007


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


(page)

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

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

</TABLE>


(page)


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

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

</TABLE>





EX-35 (h)
(logo) WELLS FARGO

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

Wells Fargo Bank, N.A.

March 12,2007

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

RE: Annual Statement As To Compliance for Bear Stearns Asset Backed Securities
Trust 2006-SD4

Per Section 3.16 of the Pooling and Servicing Agreement, dated as of 10/1/2006,
the undersigned Officer of Wells Fargo Bank, N.A., (Master Servicer), hereby
certifies the following for the 2006 calendar year or portion thereof:

(i)    a review of the activities of each such party during the preceding
       calendar year and of its performance under this Agreement has been made
       under such officer's supervision and

(ii)   to the best of such officer's knowledge, based on such review, such party
       has fulfilled all of its obligations under this Agreement in all material
       respects throughout such year, or, if there has been a failure to fulfill
       any such obligation in any material respect, specifying each such failure
       known to such officer and the nature and status of the cure provisions
       thereof.




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

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





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

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


Wells Fargo Bank, N.A.
Servicer Compliance Statement

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

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

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

March 1, 2007


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


(page)

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

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

</TABLE>


(page)


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

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

</TABLE>





EX-35 (j)
(logo) WELLS FARGO

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

Wells Fargo Bank, N.A.

March 12, 2007

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

RE: Annual Statement As To Compliance for Bear Stearns Asset Backed Securities
Trust 2006-SD4

Per Section 3.16 of the Pooling and Servicing Agreement, dated as of 10/1/2006,
the undersigned Officer of Wells Fargo Bank, N.A., (Securities Administrator),
hereby certifies the following for the 2006 calendar year or portion thereof:

(i)  a review of the activities of each such party during the preceding calendar
     year and of its performance under this Agreement has been made under such
     officer's supervision and

(ii) to the best of such officer's knowledge, based on such review, such party
     has fulfilled all of its obligations under this Agreement in all material
     respects throughout such year, or, if there has been a failure to fulfill
     any such obligation in any material respect, specifying each such failure
     known to such officer and the nature and status of the cure provisions
     thereof.




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



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




Ex. 99


                                                                 Execution Copy

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


                  BEAR STEARNS ASSET BACKED SECURITIES I LLC
                                     Owner

                                      and

                           EMC MORTGAGE CORPORATION
                                   Servicer

                              SERVICING AGREEMENT

                          Dated as of October 1, 2006

              Bear Stearns Asset Backed Securities Trust 2006-SD4
                      Mortgage Pass-Through Certificates

                                Series 2006-SD4


------------------------------------------------------------------------------
(page)


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

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

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

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

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


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

     Section 4.01.    Servicer to Act as Servicer.............................15
     Section 4.02.    Collection of Mortgage Loan Payments....................17
     Section 4.03.    Realization Upon Defaulted Mortgage
                      Loans...................................................18
     Section 4.04.    Establishment of Custodial Accounts;
                      Deposits in Custodial Accounts..........................18
     Section 4.05.    Permitted Withdrawals From the
                      Custodial Account.......................................20
     Section 4.06.    Establishment of Escrow Accounts;
                      Deposits in Escrow Accounts.............................21
     Section 4.07.    Permitted Withdrawals From Escrow
                      Account.................................................21
     Section 4.08.    Payment of Taxes, Insurance and Other
                      Charges, Maintenance of Primary
                      Mortgage Insurance Policies,
                      Collections Thereunder..................................22
     Section 4.09.    Transfer of Accounts....................................23
     Section 4.10.    Maintenance of Hazard Insurance.........................23
     Section 4.11.    Maintenance of Mortgage Impairment
                      Insurance Policy........................................24
     Section 4.12.    Fidelity Bond, Errors and Omissions
                      Insurance...............................................25
     Section 4.13.    Title, Management and Disposition of
                      REO Property............................................25
     Section 4.14.    Notification of Adjustments.............................27

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

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

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

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


                                       i
(page)

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

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

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

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

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

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

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

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

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

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

     Section 11.01.   Successor to the Servicer...............................44
     Section 11.02.   Amendment...............................................45
     Section 11.03.   Recordation of Agreement................................45
     Section 11.04.   Governing Law...........................................45
     Section 11.05.   Notices.................................................46
     Section 11.06.   Severability of Provisions..............................46
     Section 11.07.   Exhibits................................................47
     Section 11.08.   General Interpretive Principles.........................47
     Section 11.09.   Reproduction of Documents...............................47
     Section 11.10.   Confidentiality of Information..........................48
     Section 11.11.   Assignment by the Owner.................................48
     Section 11.12.   No Partnership..........................................48
     Section 11.13.   Execution, Successors and Assigns.......................48
     Section 11.14.   Entire Agreement........................................48
     Section 11.15.   Use of Subservicers and Subcontractors..................49
     Section 11.16.   Third Party Beneficiary.................................50


                                       ii
(page)

EXHIBITS

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

                                      iii
(page)

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

                              W I T N E S S E T H :

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

      WHEREAS, the Owner and the Servicer wish to prescribe the permanent
management, servicing and control of the Mortgage Loans;

      NOW, THEREFORE, in consideration of the mutual agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, the Owner and the Servicer agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

      Section 1.01. Defined Terms.

      Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meaning specified in
this Article:

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

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

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

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

      BSABS I: Bear Stearns Asset Backed Securities I LLC.

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


                                       1
(page)

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

      Commission or SEC: The Securities and Exchange Commission.

      Condemnation Proceeds: All awards or settlements in respect of a Mortgaged
Property, whether permanent or temporary, partial or entire, by exercise of the
power of eminent domain or condemnation, to the extent not required to be
released to a Mortgagor in accordance with the terms of the related Mortgage
Loan Documents.

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

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

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

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

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

      Determination Date: The 15th day (or if such 15th day is not a Business
Day, the Business Day immediately preceding such 15th day) of the month of the
Remittance Date.

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


                                       2
(page)

      Due Period: With respect to each Remittance Date, the period commencing on
the second day of the month preceding the month of such Remittance Date and
ending on the first day of the month of the Remittance Date.

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

      Escrow Payments: With respect to any Mortgage Loan, the amounts
constituting ground rents, taxes, assessments, water rates, sewer rents,
municipal charges, mortgage insurance premiums, fire and hazard insurance
premiums, condominium charges, and any other payments required to be escrowed by
the Mortgagor with the mortgagee pursuant to the Mortgage or any other document.

      Event of Default: Any one of the conditions or circumstances enumerated in
Section 9.01.

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

      Fannie Mae: Fannie Mae, or any successor thereto.

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

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

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

      Freddie Mac: Freddie Mac, or any successor thereto.

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

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

      GAAP: Generally accepted accounting procedures, consistently applied.

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

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


                                       3
(page)

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

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

      Liquidation Proceeds: Amounts, other than Insurance Proceeds and
Condemnation Proceeds, received in connection with the liquidation of a
defaulted Mortgage Loan, whether through the sale or assignment of such Mortgage
Loan, trustee's sale, foreclosure sale or otherwise, other than amounts received
following the acquisition of an REO Property pursuant to Section 4.13.

      Margin: With respect to each ARM Loan, the fixed percentage amount set
forth in each related Mortgage Note which is added to the Index in order to
determine the related Mortgage Interest Rate.

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

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

      Monthly Payment: With respect to each Mortgage Loan, the scheduled monthly
payment of principal and interest thereon which is payable by the related
Mortgagor under the related Mortgage Note.

      Mortgage: The mortgage, deed of trust or other instrument securing a
Mortgage Note which creates a first lien on an unsubordinated estate in fee
simple in real property securing the Mortgage Note.

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

      Mortgage Loan: An individual Mortgage Loan described herein and as further
identified on the Mortgage Loan Schedule, which Mortgage Loan includes without
limitation the Mortgage Loan Documents, the Monthly Payments, Principal
Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds,
REO Disposition Proceeds, and all other rights, benefits, proceeds and
obligations arising from or in connection with such Mortgage Loan.

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

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


                                       4
(page)

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

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

      Mortgaged Property: The underlying real property securing repayment of a
Mortgage Note.

      Mortgagor: The obligor on a Mortgage Note.

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

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

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

      Officer's Certificate: A certificate signed by the Chairman of the Board,
the Vice Chairman of the Board, the President, a Senior Vice President or a Vice
President or by the Treasurer or the Secretary or one of the Assistant
Treasurers or Assistant Secretaries of the Servicer, and delivered to the Owner
as required by this Agreement.

      Opinion of Counsel: A written opinion of counsel, who may be an employee
of the party on behalf of whom the opinion is being given, reasonably acceptable
to the Owner.

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

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

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


                                       5
(page)

      Pass-Through Transfer: Any transaction involving either (1) a sale or
other transfer of some or all of the Mortgage Loans directly or indirectly to an
issuing entity in connection with an issuance of publicly offered or privately
placed, rated or unrated mortgage-backed securities or (2) an issuance of
publicly offered or privately placed, rated or unrated securities, the payments
on which are determined primarily by reference to one or more portfolios of
residential mortgage loans consisting, in whole or in part, of some or all of
the Mortgage Loans.

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

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

            (i) direct obligations of, and obligations the timely payment of
            which are fully guaranteed by the United States of America or any
            agency or instrumentality of the United States of America the
            obligations of which are backed by the full faith and credit of the
            United States of America;

            (ii) (a) demand or time deposits, federal funds or bankers'
            acceptances issued by any depository institution or trust company
            incorporated under the laws of the United States of America or any
            state thereof (including any Trustee or the Master Servicer) and
            subject to supervision and examination by federal and/or state
            banking authorities, provided that the commercial paper and/or the
            short-term deposit rating and/or the long-term unsecured debt
            obligations or deposits of such depository institution or trust
            company at the time of such investment or contractual commitment
            providing for such investment are rated in one of the two highest
            rating categories by each Rating Agency and (b) any other demand or
            time deposit or certificate of deposit that is fully insured by the
            Federal Deposit Insurance Corporation;

            (iii) repurchase obligations with respect to (a) any security
            described in clause (i) above or (b) any other security issued or
            guaranteed by an agency or instrumentality of the United States of
            America, the obligations of which are backed by the full faith and
            credit of the United States of America, in either case entered into
            with a depository institution or trust company (acting as principal)
            described in clause (ii)(a) above;

            (iv) securities bearing interest or sold at a discount issued by any
            corporation (including any Trustee or the Master Servicer)
            incorporated under the laws of the United States of America or any
            state thereof that are rated in one of the two highest rating
            categories by each Rating Agency at the time of such investment or
            contractual commitment providing for such investment; provided,
            however, that securities issued by any particular corporation will
            not be Permitted Investments to the extent that investments therein
            will cause the then outstanding principal amount of securities
            issued by such corporation and held as Permitted Investments to
            exceed 10% of the aggregate outstanding principal balances and
            amounts of all the Permitted Investments;


                                       6
(page)

            (v) commercial paper (including both non-interest-bearing discount
            obligations and interest-bearing obligations payable on demand or on
            a specified date not more than one year after the date of issuance
            thereof) which are rated in one of the two highest rating categories
            by each Rating Agency at the time of such investment;

            (vi) any other demand, money market or time deposit, obligation,
            security or investment as may be acceptable to each Rating Agency;
            and

            (vii) any money market funds the collateral of which consists of
            obligations fully guaranteed by the United States of America or any
            agency or instrumentality of the United States of America the
            obligations of which are backed by the full faith and credit of the
            United States of America (which may include repurchase obligations
            secured by collateral described in clause (i)) and other securities
            (including money market or common trust funds for which any Trustee
            or the Master Servicer or any affiliate thereof acts as a manager or
            an advisor) and which money market funds are rated in one of the two
            highest rating categories by each Rating Agency;

provided, however, that no instrument or security shall be a Permitted
Investment if such instrument or security evidences a right to receive only
interest payments with respect to the obligations underlying such instrument or
if such security provides for payment of both principal and interest with a
yield to maturity in excess of 120% of the yield to maturity at par.

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

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

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

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


                                       7
(page)

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

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

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

      Principal Prepayment: Any payment or other recovery of principal on a
Mortgage Loan full or partial which is received in advance of its scheduled Due
Date, including any Prepayment Charge, and which is not accompanied by an amount
of interest representing scheduled interest due on any date or dates in any
month or months subsequent to the month of prepayment.

      Qualified Appraiser: An appraiser, duly appointed by the Servicer, who had
no interest, direct or indirect in the Mortgaged Property or in any loan made on
the security thereof, and whose compensation is not affected by the approval or
disapproval of the Mortgage Loan, which appraiser and the appraisal made by such
appraiser both satisfy the requirements of Title XI of FIRREA and the
regulations promulgated thereunder, all as in effect on the date the Mortgage
Loan was originated.

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

      Qualified Insurer: An insurance company duly qualified as such under the
laws of the states in which the Mortgaged Properties are located, duly
authorized and licensed in such states to transact the applicable insurance
business and to write the insurance provided, approved as an insurer by Fannie
Mae and Freddie Mac.

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

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


                                       8
(page)

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

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

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

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

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

      REO Disposition Proceeds: Amounts received by the Servicer in connection
with a related REO Disposition.

      REO Property: A Mortgaged Property acquired by the Servicer on behalf of
the Owner as described in Section 4.13.

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

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

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

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

      Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses (including reasonable attorneys' fees and
disbursements) incurred in the performance by the Servicer of its servicing
obligations relating to each Mortgage Loan, including, but not limited to, the
cost of (a) the preservation, restoration and protection of the Mortgaged
Property, (b) any enforcement, administrative or judicial proceedings, or any
legal work or advice specifically related to servicing the Mortgage Loans,
including but not limited to, foreclosures, bankruptcies, condemnations, drug
seizures, elections, foreclosures by subordinate or superior lienholders, and
other legal actions incidental to the servicing of the Mortgage Loans (provided
that such expenses are reasonable and that the Servicer specifies the Mortgage
Loan(s) to which such expenses relate), (c) the management and liquidation of
the Mortgaged Property if the Mortgaged Property is acquired in full or partial
satisfaction of the Mortgage, (d) taxes, assessments, water rates, sewer rates
and other charges which are or may become a lien upon the Mortgaged Property,
and Primary Mortgage Insurance Policy premiums and fire and hazard insurance
coverage and (e) compliance with the obligations under Section 4.08.


                                       9
(page)

      Servicing Criteria: As of any date of determination, the "servicing
criteria" set forth in Item 1122(d) of Regulation AB, or any amendments thereto,
a summary of the requirements of which as of the date hereof is attached hereto
as Exhibit H for convenience of reference only. In the event of a conflict or
inconsistency between the terms of Exhibit H and the text of Item 1122(d) of
Regulation AB, the text of Item 1122(d) of Regulation AB shall control (or those
Servicing Criteria otherwise mutually agreed to by the Owner, the Servicer and
any Person that will be responsible for signing any Sarbanes Certification with
respect to a Pass-Through Transfer in response to evolving interpretations of
Regulation AB and incorporated into a revised Exhibit H).

      Servicing Fee: With respect to each Mortgage Loan, the amount of the
annual servicing fee the Owner shall pay to the Servicer, which shall, for a
period of one full month, be equal to one-twelfth of the product of (a) the
applicable Servicing Fee Rate and (b) the outstanding principal balance of the
Mortgage Loan. Such fee shall be payable monthly, computed on the basis of the
same principal amount and period respecting which any related interest payment
on a Mortgage Loan is computed. The obligation of the Owner to pay the Servicing
Fee is limited to, and the Servicing Fee is payable from the interest portion of
such Monthly Payment collected by the Servicer or as otherwise provided under
Section 4.05.

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

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

      Servicing Officer: Any officer of the Servicer involved in, or responsible
for, the administration and servicing of the Mortgage Loans whose name appears
on a list of servicing officers furnished by the Servicer to the Owner upon
request, as such list may from time to time be amended.

      Stated Principal Balance: As to each Mortgage Loan as of any date of
determination, (i) the principal balance of such Mortgage Loan after giving
effect to payments of principal due and received or for which a Monthly Advance
has been made, minus (ii) all amounts previously distributed to the Owner with
respect to the Mortgage Loan representing Principal Prepayments.

      Subcontractor: Any vendor, subcontractor or other Person that is not
responsible for the overall servicing (as "servicing" is commonly understood by
participants in the mortgage-backed securities market) of Mortgage Loans but
performs one or more discrete functions identified in Item 1122(d) of Regulation
AB with respect to Mortgage Loans under the direction or authority of the
Servicer or a Subservicer.


                                       10
(page)

      Subservicer: Any Person that services Mortgage Loans on behalf of the
Servicer or any Subservicer and is responsible for the performance (whether
directly or through Subservicers or Subcontractors) of a substantial portion of
the material servicing functions required to be performed by the Servicer under
this Agreement or any Reconstitution Agreement that are identified in Item
1122(d) of Regulation AB.

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

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

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

      Section 2.01. Servicing of Mortgage Loans.

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

      Section 2.02. Maintenance of Servicing Files.

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

      Section 2.03. Books and Records.

      The Servicer shall be responsible for maintaining, and shall maintain, a
complete set of books and records for the Mortgage Loans which shall be
appropriately identified in the Servicer's computer system to clearly reflect
the ownership of the Mortgage Loan by the Owner. In particular, the Servicer
shall maintain in its possession, available for inspection by the Owner, or its
designee and shall deliver to the Owner upon demand, evidence of compliance with
all federal, state and local laws, rules and regulations, and requirements of
Fannie Mae or Freddie Mac, as applicable, including but not limited to
documentation as to the method used in determining the applicability of the
provisions of the Flood Disaster Protection Act of 1973, as amended, to the
Mortgaged Property, documentation evidencing insurance coverage and eligibility
of any condominium project for approval by Fannie Mae and periodic inspection
reports as required by Section 4.13. To the extent that original documents are
not required for purposes of realization of Liquidation Proceeds or Insurance
Proceeds, documents maintained by the Servicer may be in the form of microfilm
or microfiche or such other reliable means of recreating original documents,
including but not limited to, optical imagery techniques so long as the Servicer
complies with the requirements of the Fannie Mae Guide.


                                       11
(page)

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

      Section 2.04. Transfer of Mortgage Loans.

      No transfer of a Mortgage Loan may be made unless such transfer is in
compliance with the terms hereof. For the purposes of this Agreement, the
Servicer shall be under no obligation to deal with any person with respect to
this Agreement or any Mortgage Loan unless a notice of the transfer of such
Mortgage Loan has been delivered to the Servicer in accordance with this Section
2.04. The Owner may, subject to the terms of this Agreement, sell and transfer
one or more of the Mortgage Loans in accordance with Sections 10.02 and 11.12,
provided, however, that the transferee will not be deemed to be an Owner
hereunder binding upon the Servicer unless such transferee shall agree in
writing to be bound by the terms of this Agreement and an assignment and
assumption of this Agreement reasonably acceptable to the Servicer. The Owner
shall advise the Servicer in writing of the transfer. Upon receipt of notice of
the permitted transfer, the Servicer shall mark its books and records to reflect
the ownership of the Mortgage Loans of such assignee, and shall release the
previous Owner from its obligations hereunder with respect to the Mortgage Loans
sold or transferred.

      Section 2.05. Delivery of Mortgage Loan Documents.

      The Servicer shall forward to the Custodian on behalf of the Owner
original documents evidencing an assumption, modification, consolidation or
extension of any Mortgage Loan entered into in accordance with Section 4.01 or
6.01 within 4 week(s) of their execution; provided, however, that the Servicer
shall provide the Custodian on behalf of the Owner with a certified true copy of
any such document submitted for recordation within 4 week(s) after its
execution, and shall provide the original of any document submitted for
recordation or a copy of such document certified by the appropriate public
recording office to be a true and complete copy of the original within 180 days
of its execution. If delivery is not completed within 180 days solely due to
delays in making such delivery by reason of the fact that such documents shall
not have been returned by the appropriate recording office, the Servicer shall
continue to use its best efforts to effect delivery as soon as possible
thereafter.


                                       12
(page)

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

                                   ARTICLE III
                 REPRESENTATIONS AND WARRANTIES OF THE SERVICER

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

      (a) The Servicer is a validly existing corporation in good standing under
the laws of the State of its organization and is qualified to transact business
in, is in good standing under the laws of, and possesses all licenses necessary
for the conduct of its business in, each state in which any Mortgaged Property
is located or is otherwise exempt or not required under applicable law to effect
such qualification or license and no demand for such qualification or license
has been made upon the Servicer by any such state, and in any event the Servicer
is in compliance with the laws of each such State to the extent necessary to
ensure the enforceability of each Mortgage Loan and the servicing of the
Mortgage Loans in accordance with the terms of this Agreement;

      (b) The Servicer has full power and authority to execute, deliver and
perform, and to enter into and consummate all transactions contemplated by this
Agreement and to conduct its business as presently conducted, has duly
authorized the execution, delivery and performance of this Agreement, has duly
executed and delivered this Agreement, and this Agreement constitutes a legal,
valid and binding obligation of the Servicer, enforceable against it in
accordance with its terms subject to bankruptcy laws and other similar laws of
general application affecting rights of creditors and subject to the application
of the rules of equity, including those respecting the availability of specific
performance;

      (c) None of the execution and delivery of this Agreement, the consummation
of the transactions contemplated thereby and hereby, or the fulfillment of or
compliance with the terms and conditions of this Agreement will conflict with
any of the terms, conditions or provisions of the Servicer's articles of
incorporation or by-laws or materially conflict with or result in a breach of
any of the terms, conditions or provisions of any legal restriction or any
agreement or instrument to which the Servicer is now a party or by which it is
bound, or constitute a default or result in an acceleration under any of the
foregoing, or result in the material violation of any law, rule, regulation,
order, judgment or decree to which the Servicer or its property is subject;


                                       13
(page)

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

      (e) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Servicer of or compliance by the Servicer with this Agreement
or the consummation of the transactions contemplated by this Agreement except
for consents, approvals, authorizations and orders which have been obtained;

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

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

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

      (i) Notwithstanding anything to the contrary in the Agreement, the
Servicer shall (or shall cause each Subservicer) (i) immediately notify the
Owner, the Master Servicer and any Depositor in writing of (A) any material
litigation or governmental proceedings pending against the Servicer or any
Subservicer, (B) any affiliations or relationships that develop following the
closing date of a Pass-Through Transfer between the Servicer or any Subservicer
and any of the parties specified in clause (7) of paragraph (g) of this Article
(and any other parties identified in writing by the requesting party) with
respect to such Pass-Through Transfer, (C) any Event of Default under the terms
of this Agreement or any Reconstitution Agreement, (D) any merger, consolidation
or sale of substantially all of the assets of the Servicer, and (E) the
Servicer's entry into an agreement with a Subservicer to perform or assist in
the performance of any of the Servicer's obligations under this Agreement or any
Reconstitution Agreement and (ii) provide to the Owner and any Depositor a
description of such proceedings, affiliations or relationships;


                                       14
(page)

      (j) As a condition to the succession to the Servicer or any Subservicer as
servicer or subservicer under this Agreement or any Reconstitution Agreement by
any Person (i) into which the Servicer or such Subservicer may be merged or
consolidated, or (ii) which may be appointed as a successor to the Servicer or
any Subservicer, the Servicer shall provide to the Owner, the Master Servicer
and any Depositor, at least 15 calendar days prior to the effective date of such
succession or appointment, (x) written notice to the Owner, the Master Servicer
and any Depositor of such succession or appointment and (y) in writing and in
form and substance reasonably satisfactory to the Owner, the Master Servicer and
such Depositor, all information reasonably requested by the Owner, the Master
Servicer or any Depositor in order to comply with its reporting obligation under
Item 6.02 of Form 8-K with respect to any class of asset-backed securities; and
(k) Servicer has delivered to the Owner and the Master Servicer financial
statements of its parent, for its last two complete fiscal years. All such
financial information fairly presents the pertinent results of operations and
financial position for the period identified and has been prepared in accordance
with GAAP consistently applied throughout the periods involved, except as set
forth in the notes thereto. There has been no change in the servicing policies
and procedures, business, operations, financial condition, properties or assets
of the Servicer since the date of the Servicer's financial information that
would have a material adverse effect on its ability to perform its obligations
under this Agreement.

                                   ARTICLE IV
                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

      Section 4.01. Servicer to Act as Servicer.

      The Servicer, as independent contract servicer, shall service and
administer the Mortgage Loans in accordance with this Agreement and with
Accepted Servicing Practices (giving due consideration to the Owner's reliance
on the Servicer), and shall have full power and authority, acting alone, to do
or cause to be done any and all things in connection with such servicing and
administration which the Servicer may deem necessary or desirable and consistent
with the terms of this Agreement and with Accepted Servicing Practices and shall
exercise the same care that it customarily employs for its own account. In
addition, the Servicer shall furnish information regarding the borrower credit
files related to such Mortgage Loan to credit reporting agencies in compliance
with the provisions of the Fair Credit Reporting Act and the applicable
implementing regulations. Except as set forth in this Agreement, the Servicer
shall service the Mortgage Loans in accordance with Accepted Servicing Practices
in compliance with the servicing provisions of the Fannie Mae Guide, which
include, but are not limited to, provisions regarding the liquidation of
Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes,
insurance and other charges, the maintenance of hazard insurance with a
Qualified Insurer, the maintenance of fidelity bond and errors and omissions
insurance, inspections, the restoration of Mortgaged Property, the maintenance
of Primary Mortgage Insurance Policies, insurance claims, and title insurance,
management of REO Property, permitted withdrawals with respect to REO Property,
liquidation reports, and reports of foreclosures and abandonments of Mortgaged
Property, the transfer of Mortgaged Property, the release of Mortgage Loan
Documents, annual statements, and examination of records and facilities. In the
event of any conflict, inconsistency or discrepancy between any of the servicing
provisions of this Agreement and any of the servicing provisions of the Fannie
Mae Guide, the provisions of this Agreement shall control and be binding upon
the Owner and the Servicer. The Owner may, at its option, deliver
powers-of-attorney to the Servicer sufficient to allow the Servicer as servicer
to execute all documentation requiring execution on behalf of Owner with respect
to the servicing of the Mortgage Loans, including satisfactions, partial
releases, modifications and foreclosure documentation or, in the alternative,
shall as promptly as reasonably possible, execute and return such documentation
to the Servicer.


                                       15
(page)

      Consistent with the terms of this Agreement, the Servicer may waive,
modify or vary any term of any Mortgage Loan or consent to the postponement of
any such term or in any manner grant indulgence to any Mortgagor if in the
Servicer's reasonable and prudent determination such waiver, modification,
postponement or indulgence is not materially adverse to the Owner, provided,
however, that with respect to any Mortgage Loan that is not in default or if
default is not reasonably forseeable, unless the Servicer has provided to the
Owner a certification addressed to the Owner, based on the advice of counsel or
certified public accountants that have a national reputation with respect to
taxation of REMICs that a modification of such Mortgage Loan will not result in
the imposition of taxes on or disqualify from REMIC status any of the REMICs and
has obtained the prior written consent of the Owner, the Servicer shall not
permit any modification with respect to any Mortgage Loan that would change the
Mortgage Interest Rate, forgive the payment of principal or interest, reduce or
increase the outstanding principal balance (except for actual payments of
principal), change the final maturity date on such Mortgage Loan or waive a
prepayment penalty or charge. In the event of any such modification which has
been agreed to in writing by the Owner and which permits the deferral of
interest or principal payments on any Mortgage Loan, the Servicer shall, on the
Business Day immediately preceding the related Remittance Date in any month in
which any such principal or interest payment has been deferred, deposit in the
Custodial Account from its own funds, in accordance with Section 4.04 and
Section 5.03, the difference between (a) such month's principal and one month's
interest at the related Mortgage Loan Remittance Rate on the unpaid principal
balance of such Mortgage Loan and (b) the amount paid by the Mortgagor. The
Servicer shall be entitled to reimbursement for such advances to the same extent
as for all other advances pursuant to Section 4.05. Without limiting the
generality of the foregoing, the Servicer shall continue, and is hereby
authorized and empowered, to prepare, execute and deliver, all instruments of
satisfaction or cancellation, or of partial or full release, discharge and all
other comparable instruments, with respect to the Mortgage Loans and with
respect to the Mortgaged Properties.

      The Servicer shall perform all of its servicing responsibilities hereunder
or may cause a subservicer to perform any such servicing responsibilities on its
behalf, but the use by the Servicer of a subservicer shall not release the
Servicer from any of its obligations hereunder and the Servicer shall remain
responsible hereunder for all acts and omissions of each subservicer as fully as
if such acts and omissions were those of the Servicer. Any such subservicer must
be a Fannie Mae approved seller/servicer or a Freddie Mac seller/servicer in
good standing and no event shall have occurred, including but not limited to, a
change in insurance coverage, which would make it unable to comply with the
eligibility requirements for lenders imposed by Fannie Mae or for
seller/servicers by Freddie Mac, or which would require notification to Fannie
Mae or Freddie Mac. The Servicer shall pay all fees and expenses of each
subservicer from its own funds, and a subservicer's fee shall not exceed the
Servicing Fee.


                                       16
(page)

      At the cost and expense of the Servicer, without any right of
reimbursement from the Custodial Account, the Servicer shall be entitled to
terminate the rights and responsibilities of a subservicer and arrange for any
servicing responsibilities to be performed by a successor subservicer meeting
the requirements in the preceding paragraph, provided, however, that nothing
contained herein shall be deemed to prevent or prohibit the Servicer, at the
Servicer's option, from electing to service the related Mortgage Loans itself.
In the event that the Servicer's responsibilities and duties under this
Agreement are terminated pursuant to Section 8.04, 9.01 or 10.01, and if
requested to do so by the Owner, the Servicer shall at its own cost and expense
terminate the rights and responsibilities of each subservicer effective as of
the date of termination of the Servicer. The Servicer shall pay all fees,
expenses or penalties necessary in order to terminate the rights and
responsibilities of each subservicer from the Servicer's own funds without
reimbursement from the Owner.

      Notwithstanding any of the provisions of this Agreement relating to
agreements or arrangements between the Servicer and a subservicer or any
reference herein to actions taken through a subservicer or otherwise, the
Servicer shall not be relieved of its obligations to the Owner and shall be
obligated to the same extent and under the same terms and conditions as if it
alone were servicing and administering the Mortgage Loans. The Servicer shall be
entitled to enter into an agreement with a subservicer for indemnification of
the Servicer by the subservicer and nothing contained in this Agreement shall be
deemed to limit or modify such indemnification.

      Any subservicing agreement and any other transactions or services relating
to the Mortgage Loans involving a subservicer shall be deemed to be between such
subservicer and Servicer alone, and the Owner shall have no obligations, duties
or liabilities with respect to such Subservicer including no obligation, duty or
liability of Owner to pay such subservicer's fees and expenses. For purposes of
distributions and advances by the Servicer pursuant to this Agreement, the
Servicer shall be deemed to have received a payment on a Mortgage Loan when a
subservicer has received such payment.

      Section 4.02. Collection of Mortgage Loan Payments.

      Continuously from the date hereof until the date each Mortgage Loan ceases
to be subject to this Agreement, the Servicer will proceed with diligence to
collect all payments due under each Mortgage Loan when the same shall become due
and payable and shall, to the extent such procedures shall be consistent with
this Agreement and the terms and provisions of related Primary Mortgage
Insurance Policy, follow such collection procedures as it follows with respect
to mortgage loans comparable to the Mortgage Loans and held for its own account.
Further, the Servicer will take reasonable care in ascertaining and estimating
annual ground rents, taxes, assessments, water rates, fire and hazard insurance
premiums, mortgage insurance premiums, and all other charges that, as provided
in the Mortgage, will become due and payable to the end that the installments
payable by the Mortgagors will be sufficient to pay such charges as and when
they become due and payable.


                                       17
(page)

      The Servicer shall not waive any Prepayment Charge unless: (i) the
enforceability thereof shall have been limited by bankruptcy, insolvency,
moratorium, receivership and other similar laws relating to creditors' rights
generally, (ii) the enforcement thereof is illegal, or any local, state or
federal agency has threatened legal action if the prepayment penalty is
enforced, (iii) the mortgage debt has been accelerated in connection with a
foreclosure or other involuntary payment or (iv) such waiver is standard and
customary in servicing similar Mortgage Loans and relates to a default or a
reasonably foreseeable default and would, in the reasonable judgment of the
Servicer, maximize recovery of total proceeds taking into account the value of
such Prepayment Charge and the related Mortgage Loan. If a Prepayment Charge is
waived, but does not meet the standards described above, then the Servicer is
required to pay the amount of such waived Prepayment Charge by remitting such
amount to the Owner by the Remittance Date.

      Section 4.03. Realization Upon Defaulted Mortgage Loans.

      The Servicer shall use its reasonable efforts, consistent with the
procedures that the Servicer would use in servicing loans for its own account
and the requirements of the Fannie Mae Guide, to foreclose upon or otherwise
comparably convert the ownership of properties securing such of the Mortgage
Loans as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments pursuant to
Section 4.01. In determining the delinquency status of any Mortgage Loan, the
Servicer will apply the definition of Delinquent as such term is defined under
the related pooling and servicing agreement. The Servicer shall use its
reasonable efforts to realize upon defaulted Mortgage Loans in such manner as
will maximize the receipt of principal and interest by the Owner, taking into
account, among other things, the timing of foreclosure proceedings. The
foregoing is subject to the provisions that, in any case in which Mortgaged
Property shall have suffered damage, the Servicer shall not be required to
expend its own funds toward the restoration of such property unless it shall
determine in its discretion (i) that such restoration will increase the proceeds
of liquidation of the related Mortgage Loan to the Owner after reimbursement to
itself for such expenses, and (ii) that such expenses will be recoverable by the
Servicer through Insurance Proceeds or Liquidation Proceeds from the related
Mortgaged Property, as contemplated in Section 4.05. The Servicer shall be
responsible for all costs and expenses incurred by it in any such proceedings or
functions as Servicing Advances; provided, however, that it shall be entitled to
reimbursement therefor as provided in Section 4.05. Notwithstanding anything to
the contrary contained herein, in connection with a foreclosure or acceptance of
a deed in lieu of foreclosure, in the event the Servicer has reasonable cause to
believe that a Mortgaged Property is contaminated by hazardous or toxic
substances or wastes, or if the Owner otherwise requests an environmental
inspection or review of such Mortgaged Property, such an inspection or review is
to be conducted by a qualified inspector. Upon completion of the inspection, the
Servicer shall promptly provide the Owner with a written report of the
environmental inspection. After reviewing the environmental inspection report,
the Owner shall determine how the Servicer shall proceed with respect to the
Mortgaged Property.


                                       18
(page)

      Section 4.04. Establishment of Custodial Accounts; Deposits in Custodial
Accounts.

      The Servicer shall segregate and hold all funds collected and received
pursuant to each Mortgage Loan separate and apart from any of its own funds and
general assets and shall establish and maintain one or more Custodial Accounts.
Each Custodial Account shall be established with a Qualified Depository. To the
extent such funds are not deposited in a Custodial Account, such funds may be
invested in Permitted Investments for the benefit of the Owner (with any income
earned thereon for the benefit of the Servicer). Custodial Accounts will be
reconciled within 45 days after the bank statement cut-off. Funds deposited in
the Custodial Account may be drawn on by the Servicer in accordance with Section
4.05. The creation of any Custodial Account shall be evidenced by a letter
agreement in the form shown in Exhibit B hereto. The original of such letter
agreement shall be furnished to the Owner upon request. The Servicer
acknowledges and agrees that the Servicer shall bear any losses incurred with
respect to Permitted Investments. The amount of any such losses shall be
immediately deposited by the Servicer in the Custodial Account, out of the
Servicer's own funds, with no right to reimbursement therefor.

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

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

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

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

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

            (v) all Insurance Proceeds received after the Cut-off Date including
      amounts required to be deposited pursuant to Sections 4.08 and 4.10, other
      than proceeds to be held in the Escrow Account and applied to the
      restoration or repair of the Mortgaged Property or released to the
      Mortgagor in accordance with the Servicer's normal servicing procedures,
      the loan documents or applicable law;

            (vi) all Condemnation Proceeds affecting any Mortgaged Property
      received after the Cut-off Date other than proceeds to be held in the
      Escrow Account and applied to the restoration or repair of the Mortgaged
      Property or released to the Mortgagor in accordance with the Servicer's
      normal servicing procedures, the loan documents or applicable law;

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

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


                                       19
(page)

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

      The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments in the nature of late payment charges and assumption
fees, to the extent permitted by Section 6.01, and all Prepayment Interest
Excess need not be deposited by the Servicer in the Custodial Account.

      Section 4.05. Permitted Withdrawals From the Custodial Account.

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

            (i) to make payments to the Owner in the amounts and in the manner
      provided for in Section 5.01;

            (ii) to reimburse itself for Monthly Advances, the Servicer's right
      to reimburse itself pursuant to this subclause (ii) being limited to
      amounts received on the related Mortgage Loan which represent late
      collections (net of the related Servicing Fees) of principal and/or
      interest respecting which any such advance was made;

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

            (iv) to pay to itself as servicing compensation (a) any interest
      earned on funds in the Custodial Account (all such interest to be
      withdrawn monthly not later than each Remittance Date) and (b) the
      Servicing Fee from that portion of any payment recovery attributable to
      interest on a particular Mortgage Loan;

            (v) to reimburse itself for any Nonrecoverable Advances;

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

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

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

            (ix) to clear and terminate the Custodial Account upon the
      termination of this Agreement; and


                                       20
(page)

            (x) to reimburse itself for any Monthly Advances or Servicing
      Advances made in connection with a Mortgage Loan modified pursuant to
      Section 4.01, to the extent that such Advances or Servicing Advances have
      been added to the Stated Principal Balance of the Mortgage Loan during the
      related Due Period, the Company's right to reimburse itself pursuant to
      this subclause (x) being limited to amounts received on the Mortgage Loans
      with respect to principal only.

      Section 4.06. Establishment of Escrow Accounts; Deposits in Escrow
Accounts.

      The Servicer shall segregate and hold all funds collected and received
pursuant to each Mortgage Loan which constitute Escrow Payments separate and
apart from any of its own funds and general assets and shall establish and
maintain one or more Escrow Accounts. Each Escrow Account shall be established
with a Qualified Depository. To the extent such funds are not deposited in an
Escrow Account, such funds may be invested in Permitted Investments. Funds
deposited in an Escrow Account may be drawn on by the Servicer in accordance
with Section 4.07. The creation of any Escrow Account shall be evidenced by a
letter agreement in the form shown in Exhibit C. The original of such letter
agreement shall be furnished to the Owner upon request. The Servicer
acknowledges and agrees that the Servicer shall bear any losses incurred with
respect to Permitted Investments. The amount of any such losses shall be
immediately deposited by the Servicer in the Escrow Account, as appropriate, out
of the Servicer's own funds, with no right to reimbursement therefor.

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

            (i) all Escrow Payments collected on account of the Mortgage Loans,
      for the purpose of effecting timely payment of any items as are required
      under the terms of this Agreement;

            (ii) all Insurance Proceeds which are to be applied to the
      restoration or repair of any Mortgaged Property; and

            (iii) all Servicing Advances for Mortgagors whose Escrow Payments
      are insufficient to cover escrow disbursements.

      The Servicer shall make withdrawals from an Escrow Account only to effect
such payments as are required under this Agreement, and for such other purposes
as shall be as set forth in and in accordance with Section 4.07. Except as
provided in Section 4.07, the Servicer shall be entitled to retain any interest
paid on funds deposited in an Escrow Account by the Qualified Depository.

      Section 4.07. Permitted Withdrawals From Escrow Account.

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

            (i) to effect timely payments of ground rents, taxes, assessments,
      water rates, fire and hazard insurance premiums, Primary Mortgage
      Insurance Policy premiums, if applicable, and comparable items;


                                       21
(page)

            (ii) to reimburse Servicer for any Servicing Advance made by
      Servicer with respect to a related Mortgage Loan but only from amounts
      received on the related Mortgage Loan which represent late payments or
      collections of Escrow Payments thereunder;

            (iii) to refund to the Mortgagor any funds as may be determined to
      be overages;

            (iv) for transfer to the Custodial Account in connection with an
      acquisition of REO Property;

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

            (vi) to pay to the Servicer, or to the Mortgagor to the extent
      required by law, any interest paid on the funds deposited in the Escrow
      Account;

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

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

            (ix) to clear and terminate the Escrow Account on the termination of
      this Agreement.

      As part of its servicing duties, the Servicer shall pay to the Mortgagors
interest on funds in an Escrow Account, to the extent required by law, and to
the extent that interest earned on funds in the Escrow Account is insufficient,
shall pay such interest from its own funds, without any reimbursement therefor.

      Section 4.08. Payment of Taxes, Insurance and Other Charges, Maintenance
of Primary Mortgage Insurance Policies, Collections Thereunder.

      With respect to each Mortgage Loan, the Servicer shall maintain accurate
records reflecting the status of ground rents, taxes, assessments, water rates
and other charges which are or may become a lien upon the Mortgaged Property and
the status of Primary Mortgage Insurance Policy premiums and fire and hazard
insurance coverage and shall obtain, from time to time, all bills for the
payment of such charges, including renewal premiums and shall effect payment
thereof prior to the applicable penalty or termination date and at a time
appropriate for securing maximum discounts allowable, employing for such purpose
deposits of the Mortgagor in the Escrow Account which shall have been estimated
and accumulated by the Servicer in amounts sufficient for such purposes, as
allowed under the terms of the Mortgage or applicable law. To the extent that
the Mortgage does not provide for Escrow Payments, the Servicer shall determine
that any such payments are made by the Mortgagor when due. The Servicer assumes
full responsibility for the timely payment of all such bills and shall effect
timely payments of all such bills irrespective of the Mortgagor's faithful
performance in the payment of same or the making of the Escrow Payments and
shall make advances from its own funds to effect such payments.


                                       22
(page)

      The Servicer will maintain in full force and effect Primary Mortgage
Insurance Policies issued by a Qualified Insurer with respect to each Mortgage
Loan for which such coverage is herein required. Such coverage will be
maintained until the ratio of the current outstanding principal balance of the
related Mortgage Loan to the appraised value of the related Mortgaged Property,
based on the most recent appraisal of the Mortgaged Property performed by a
Qualified Appraiser, such appraisal to be included in the Servicing File, is
reduced to an amount for which Fannie Mae no longer requires such insurance to
be maintained. The Servicer will not cancel or refuse to renew any Primary
Mortgage Insurance Policy that is required to be kept in force under this
Agreement unless a replacement Primary Mortgage Insurance Policy for such
canceled or nonrenewed policy is obtained from and maintained with a Qualified
Insurer. The Servicer shall not take any action which would result in
noncoverage under any applicable Primary Mortgage Insurance Policy of any loss
which, but for the actions of the Servicer would have been covered thereunder.
In connection with any assumption or substitution agreement entered into or to
be entered into pursuant to Section 6.01, the Servicer shall promptly notify the
insurer under the related Primary Mortgage Insurance Policy, if any, of such
assumption or substitution of liability in accordance with the terms of such
policy and shall take all actions which may be required by such insurer as a
condition to the continuation of coverage under the Primary Mortgage Insurance
Policy. If such Primary Mortgage Insurance Policy is terminated as a result of
such assumption or substitution of liability, the Servicer shall obtain a
replacement Primary Mortgage Insurance Policy as provided above.

      In connection with its activities as servicer, the Servicer agrees to
prepare and present, on behalf of itself and the Owner, claims to the insurer
under any Private Mortgage Insurance Policy in a timely fashion in accordance
with the terms of such Primary Mortgage Insurance Policy and, in this regard, to
take such action as shall be necessary to permit recovery under any Primary
Mortgage Insurance Policy respecting a defaulted Mortgage Loan. Pursuant to
Section 4.04, any amounts collected by the Servicer under any Primary Mortgage
Insurance Policy shall be deposited in the Custodial Account, subject to
withdrawal pursuant to Section 4.05.

      Section 4.09. Transfer of Accounts.

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

      Section 4.10. Maintenance of Hazard Insurance.

      The Servicer shall cause to be maintained for each Mortgage Loan fire and
hazard insurance with extended coverage as is customary in the area where the
Mortgaged Property is located in an amount which is equal to the lesser of (i)
the maximum insurable value of the improvements securing such Mortgage Loan or
(ii) the greater of (a) the outstanding principal balance of the Mortgage Loan,
and (b) the percentage such that the proceeds thereof shall be sufficient to
prevent the Mortgagor and/or the Mortgagee from becoming a co-insurer. If the
Mortgaged Property is in an area identified in the Federal Register by the
Federal Emergency Management Agency as being a special flood hazard area that
has federally-mandated flood insurance requirements, the Servicer will cause to
be maintained a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration with a generally acceptable
insurance carrier, in an amount representing coverage not less than the least of
(i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum
insurable value of the improvements securing such Mortgage Loan or (iii) the
maximum amount of insurance which is available under the Flood Disaster
Protection Act of 1973, as amended. The Servicer shall also maintain on the REO
Property, fire and hazard insurance with extended coverage in an amount which is
at least equal to the maximum insurable value of the improvements which are a
part of such property, liability insurance and, to the extent required and
available under the Flood Disaster Protection Act of 1973, as amended, flood
insurance in an amount as provided above. Any amounts collected by the Servicer
under any such policies other than amounts to be deposited in the Escrow Account
and applied to the restoration or repair of the Mortgaged Property or REO
Property, or released to the Mortgagor in accordance with the Servicer's normal
servicing procedures, shall be deposited in the Custodial Account, subject to
withdrawal pursuant to Section 4.05. It is understood and agreed that no other
additional insurance need be required by the Servicer or the Mortgagor or
maintained on property acquired in respect of the Mortgage Loans, other than
pursuant to the Fannie Mae Guide or such applicable state or federal laws and
regulations as shall at any time be in force and as shall require such
additional insurance. All such policies shall be endorsed with standard
mortgagee clauses with loss payable to the Servicer and its successors and/or
assigns and shall provide for at least thirty days prior written notice of any
cancellation, reduction in the amount or material change in coverage to the
Servicer. The Servicer shall not interfere with the Mortgagor's freedom of
choice in selecting either his insurance carrier or agent, provided, however,
that the Servicer shall not accept any such insurance policies from insurance
companies unless such companies currently reflect a General Policy Rating in
Best's Key Rating Guide currently acceptable to Fannie Mae and are licensed to
do business in the state wherein the property subject to the policy is located.


                                       23
(page)

      Section 4.11. Maintenance of Mortgage Impairment Insurance Policy.

      In the event that the Servicer shall obtain and maintain a mortgage
impairment or blanket policy issued by an issuer that has a Best rating of A:VI
insuring against hazard losses on all of Mortgaged Properties securing the
Mortgage Loans, then, to the extent such policy provides coverage in an amount
equal to the amount required pursuant to Section 4.10 and otherwise complies
with all other requirements of Section 4.10, the Servicer shall conclusively be
deemed to have satisfied its obligations as set forth in Section 4.10, it being
understood and agreed that such policy may contain a deductible clause, in which
case the Servicer shall, in the event that there shall not have been maintained
on the related Mortgaged Property or REO Property a policy complying with
Section 4.10, and there shall have been one or more losses which would have been
covered by such policy, deposit in the Custodial Account the amount not
otherwise payable under the blanket policy because of such deductible clause. In
connection with its activities as Servicer of the Mortgage Loans, the Servicer
agrees to prepare and present, on behalf of the Owner, claims under any such
blanket policy in a timely fashion in accordance with the terms of such policy.
Upon request of the Owner, the Servicer shall cause to be delivered to the Owner
a certified true copy of such policy and a statement from the insurer thereunder
that such policy shall in no event be terminated or materially modified without
thirty (30) days prior written notice to the Owner.


                                       24
(page)

      Section 4.12. Fidelity Bond, Errors and Omissions Insurance.

      The Servicer shall maintain, at its own expense, a blanket fidelity bond
and an errors and omissions insurance policy, with broad coverage with
responsible companies that would meet the requirements of Fannie Mae or Freddie
Mac on all officers, employees or other persons acting in any capacity with
regard to the Mortgage Loans and who handle funds, money, documents and papers
relating to the Mortgage Loans. The Fidelity Bond and errors and omissions
insurance shall be in the form of the Mortgage Banker's Blanket Bond and shall
protect and insure the Servicer against losses, including forgery, theft,
embezzlement, fraud, errors and omissions and negligent acts of such persons.
Such Fidelity Bond and errors and omissions insurance shall also protect and
insure the Servicer against losses in connection with the failure to maintain
any insurance policies required pursuant to this Agreement and the release or
satisfaction of a Mortgage Loan without having obtained payment in full of the
indebtedness secured thereby. No provision of this Section 4.12 requiring the
Fidelity Bond and errors and omissions insurance shall diminish or relieve the
Servicer from its duties and obligations as set forth in this Agreement. The
minimum coverage under any such Fidelity Bond and insurance policy shall be at
least equal to the corresponding amounts required by Fannie Mae in the Fannie
Mae Guide or by Freddie Mac in the Freddie Mac Guide. The Servicer shall, upon
request of Owner, deliver to the Owner a certificate from the surety and the
insurer as to the existence of the Fidelity Bond and errors and omissions
insurance policy and shall obtain a statement from the surety and the insurer
that such Fidelity Bond or insurance policy shall in no event be terminated or
materially modified without thirty days prior written notice to the Owner. The
Servicer shall notify the Owner within five Business Days of receipt of notice
that such Fidelity Bond or insurance policy will be, or has been, materially
modified or terminated. The Owner and its successors or assigns as their
interests may appear must be named as loss payees on the Fidelity Bond and as
additional insured on the errors and omissions policy.

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

      In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be taken in the name of the Owner or its designee. Any such Person or
Persons holding such title other than the Owner shall acknowledge in writing
that such title is being held as nominee for the benefit of the Owner.

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


                                       25
(page)

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

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

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

      The Servicer shall, either itself or through an agent selected by the
Servicer, and in accordance with the Fannie Mae Guide, manage, conserve, protect
and operate each REO Property in the same manner that it manages, conserves,
protects and operates other foreclosed property for its own account, and in the
same manner that similar property in the same locality as the REO Property is
managed. Each REO Disposition shall be carried out by the Servicer at such price
and upon such terms and conditions as the Servicer deems to be in the best
interest of the Owner. The REO Disposition Proceeds from the sale of the REO
Property shall be promptly deposited in the Custodial Account. As soon as
practical thereafter, the expenses of such sale shall be paid and the Servicer
shall reimburse itself for any related Servicing Advances, or Monthly Advances
made pursuant to Section 5.03.

      The Servicer shall cause each REO Property to be inspected promptly upon
the acquisition of title thereto and shall cause each REO Property to be
inspected at least monthly thereafter or more frequently as may be required by
the circumstances. The Servicer shall make or cause the inspector to make a
written report of each such inspection. Such reports shall be retained in the
Servicing File and copies thereof shall be forwarded by the Servicer to the
Owner.


                                       26
(page)

      Section 4.14. Notification of Adjustments.

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

                                    ARTICLE V
                              PAYMENTS TO THE OWNER

      Section 5.01. Remittances.

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

      With respect to any remittance received by the Owner after the Business
Day on which such payment was due, the Servicer shall pay to the Owner interest
on any such late payment at an annual rate equal to the Prime Rate, adjusted as
of the date of each change, plus two percentage points, but in no event greater
than the maximum amount permitted by applicable law. Such interest shall be
remitted to the Owner by the Servicer on the date such late payment is made and
shall cover the period commencing with the day following such Business Day and
ending with the Business Day on which such payment is made, both inclusive. The
payment by the Servicer of any such interest shall not be deemed an extension of
time for payment or a waiver of any Event of Default by the Servicer.


                                       27
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      Section 5.02. Statements to the Owner and the Master Servicer.

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

      In addition, the Servicer shall provide to the Master Servicer and the
Owner such other information known or available to the Servicer that is
necessary in order to provide the distribution and pool performance information
as required under Regulation AB, as amended from time to time, as determined by
the Owner in its sole discretion. The Servicer shall also provide a monthly
report, in the form of Exhibit E hereto, or such other form as is mutually
acceptable to the Servicer, the Owner and the Master Servicer, Exhibit F with
respect to defaulted mortgage loans and Exhibit K, with respect to realized
losses and gains, with each such report.

      The Servicer shall prepare and file any and all information statements or
other filings required to be delivered to any governmental taxing authority or
to Owner or the Master Servicer pursuant to any applicable law with respect to
the Mortgage Loans and the transactions contemplated hereby. In addition, the
Servicer shall provide the Owner and the Master Servicer with such information
concerning the Mortgage Loans as is necessary for the Owner and the Master
Servicer to prepare its federal income tax return as Owner and the Master
Servicer may reasonably request from time to time.

      In addition, not more than 60 days after the end of each calendar year,
the Servicer shall furnish to each Person who was an Owner and the Master
Servicer at any time during such calendar year an annual statement in accordance
with the requirements of applicable federal income tax law as to the aggregate
of remittances of principal and interest for the applicable portion of such
year.

      Section 5.03. Monthly Advances by the Servicer.

      Not later than the close of business on the Business Day preceding each
Remittance Date, the Servicer shall deposit in the Custodial Account an amount
equal to all payments not previously advanced by the Servicer, whether or not
deferred pursuant to Section 4.01, of Monthly Payments, adjusted to the related
Mortgage Loan Remittance Rate, which are delinquent at the close of business on
the related Determination Date; provided, however, that in the case of any
Option ARM Mortgage Loan or Mortgage Loan having a Negative Amortization
feature, such deposit by the Servicer need not exceed scheduled monthly payment
of interest due thereon; and provided further, however, that the amount of any
such deposit may be reduced by the Amount Held for Future Distribution (as
defined below) then on deposit in the Custodial Account. Any portion of the
Amount Held for Future Distribution used to pay Monthly Advances shall be
replaced by the Servicer by deposit into the Custodial Account on any future
Remittance Date to the extent that the funds that are available in the Custodial
Account for remittance to the Owner on such Remittance Date are less than the
amount of payments required to be made to the Owner on such Remittance Date.


                                       28
(page)

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

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

      Section 5.04. Liquidation Reports.

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

                                   ARTICLE VI
                          GENERAL SERVICING PROCEDURES

      Section 6.01. Assumption Agreements.

      The Servicer will, to the extent it has knowledge of any conveyance or
prospective conveyance by any Mortgagor of a Mortgaged Property (whether by
absolute conveyance or by contract of, sale, and whether or not the Mortgagor
remains or is to remain liable under the Mortgage Note and/or the Mortgage),
exercise its rights to accelerate the maturity of such Mortgage Loan under any
"due-on-sale" clause to the extent permitted by law; provided, however, that the
Servicer shall not exercise any such rights if prohibited by law or the terms of
the Mortgage Note from doing so or if the exercise of such rights would impair
or threaten to impair any recovery under the related Primary Mortgage Insurance
Policy, if any. If the Servicer reasonably believes it is unable under
applicable law to enforce such "due-on-sale" clause, the Servicer, will enter
into an assumption agreement with the person to whom the Mortgaged Property has
been conveyed or is proposed to be conveyed, pursuant to which such person
becomes liable under the Mortgage Note and, to the extent permitted by
applicable state law, the Mortgagor remains liable thereon. Where an assumption
is allowed pursuant to this Section 6.01, the Servicer, with the prior consent
of the primary mortgage insurer, if any, is authorized to enter into a
substitution of liability agreement with the person to whom the Mortgaged
Property has been conveyed or is proposed to be conveyed pursuant to which the
original mortgagor is released from liability and such Person is substituted as
mortgagor and becomes liable under the related Mortgage Note. Any such
substitution of liability agreement shall be in lieu of an assumption agreement.


                                       29
(page)

      In connection with any such assumption or substitution of liability, the
Servicer shall follow the underwriting practices and procedures of the Fannie
Mae Guide. With respect to an assumption or substitution of liability, the
Mortgage Interest Rate borne by the related Mortgage Note and the amount of the
Monthly Payment may not be changed. The Servicer shall notify the Owner that any
such substitution of liability or assumption agreement has been completed by
forwarding to the Owner the original of any such substitution of liability or
assumption agreement, which document shall be added to the related Mortgage Loan
Documents and shall, for all purposes, be considered a part of such related
mortgage file to the same extent as all other documents and instruments
constituting a part thereof. All fees collected by the Servicer for entering
into an assumption or substitution of liability agreement shall belong to the
Servicer.

      Notwithstanding the foregoing paragraphs of this section or any other
provision of this Agreement, the Servicer shall not be deemed to be in default,
breach or any other violation of its obligations hereunder by reason of any
assumption of a Mortgage Loan by operation of law or any assumption which the
Servicer may be restricted by law from preventing, for any reason whatsoever.
For purposes of this Section 6.01, the term "assumption" is deemed to also
include a sale of the Mortgaged Property subject to the Mortgage that is not
accompanied by an assumption or substitution of liability agreement.

      Section 6.02. Satisfaction of Mortgages and Release of Mortgage Loan
Documents.

      Upon the payment in full of any Mortgage Loan, the Servicer will
immediately notify the Custodian with a certification and request for release by
a Servicing Officer, which certification shall include a statement to the effect
that all amounts received in connection with such payment which are required to
be deposited in the Custodial Account pursuant to Section 4.04 have been so
deposited, and a request for delivery to the Servicer of the portion of the
Mortgage Loan Documents held by the Custodian. Upon receipt of such
certification and request, the Owner shall promptly release or cause the
Custodian to promptly release the related Mortgage Loan Documents to the
Servicer and the Servicer shall prepare and deliver for execution by the Owner
or at the Owner's option execute under the authority of a power of attorney
delivered to the Servicer by the Owner any satisfaction or release. No expense
incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the Custodial Account.

      In the event the Servicer satisfies or releases a Mortgage without having
obtained payment in full of the indebtedness secured by the Mortgage or should
it otherwise prejudice any right the Owner may have under the mortgage
instruments, the Servicer, upon written demand, shall remit within one Business
Day to the Owner the then outstanding principal balance of the related Mortgage
Loan by deposit thereof in the Custodial Account. The Servicer shall maintain
the Fidelity Bond insuring the Servicer against any loss it may sustain with
respect to any Mortgage Loan not satisfied in accordance with the procedures set
forth herein.


                                       30
(page)

      From time to time and as appropriate for the servicing or foreclosure of
the Mortgage Loans, including for the purpose of collection under any Primary
Mortgage Insurance Policy, upon request of the Servicer and delivery to the
Custodian of a servicing receipt signed by a Servicing Officer, the Custodian
shall release the portion of the Mortgage Loan Documents held by the Custodian
to the Servicer. Such servicing receipt shall obligate the Servicer to promptly
return the related Mortgage Loan Documents to the Custodian, when the need
therefor by the Servicer no longer exists, unless the Mortgage Loan has been
liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been
deposited in the Custodial Account or such documents have been delivered to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Servicer has promptly delivered to the Owner or the Custodian a certificate
of a Servicing Officer certifying as to the name and address of the Person to
which such documents were delivered and the purpose or purposes of such
delivery. Upon receipt of a certificate of a Servicing Officer stating that such
Mortgage Loan was liquidated, the servicing receipt shall be released by the
Owner or the Custodian, as applicable, to the Servicer.

      Section 6.03. Servicing Compensation.

      As compensation for its services hereunder, the Servicer shall be entitled
to withdraw from the Custodial Account or to retain from interest payments on
the Mortgage Loans the amounts provided for as the Servicer's Servicing Fee.
Additional servicing compensation in the form of Prepayment Charges, assumption
fees, as provided in Section 6.01, late payment charges (exclusive of any
Prepayment Charges) and other ancillary fees shall be retained by the Servicer
to the extent not required to be deposited in the Custodial Account. The
Servicer shall be required to pay all expenses incurred by it in connection with
its servicing activities hereunder and shall not be entitled to reimbursement
therefor except as specifically provided for.

      Section 6.04. Annual Statement as to Compliance; Annual Certification.

      (a) The Servicer will deliver to the Owner and the Master Servicer, not
later than March 15th of each calendar year beginning in 2007, an Officer's
Certificate (an "Annual Statement of Compliance") stating, as to each signatory
thereof, that (i) a review of the activities of the Servicer during the
preceding calendar year and of performance under this Agreement or other
applicable servicing agreement has been made under such officer's supervision
and (ii) to the best of such officer's knowledge, based on such review, the
Servicer has fulfilled all of its obligations under this Agreement or other
applicable servicing agreement in all material respects throughout such year,
or, if there has been a failure to fulfill any such obligation in any material
respect, specifying each such failure known to such officer and the nature and
status of cure provisions thereof. Such Annual Statement of Compliance shall
contain no restrictions or limitations on its use. Copies of such statement
shall be provided by the Servicer to the Owner upon request and by the Owner to
any Person identified as a prospective purchaser of the Mortgage Loans. In the
event that the Servicer has delegated any servicing responsibilities with
respect to the Mortgage Loans to a Subservicer, the Servicer shall deliver an
Annual Statement of Compliance of the Subservicer as described above as to each
Subservicer as and when required with respect to the Servicer.


                                       31
(page)

      (b) With respect to the Mortgage Loans, by March 15th of each calendar
year beginning in 2007, an officer of the Servicer shall execute and deliver an
Officer's Certificate (an "Annual Certification") to the Owner, the Master
Servicer, the Securities Administrator, and any related Depositor for the
benefit of each such entity and such entity's affiliates and the officers,
directors and agents of any such entity and such entity's affiliates, in the
form attached hereto as Exhibit G. In the event that the Servicer has delegated
any servicing responsibilities with respect to the Mortgage Loans to a
Subservicer or a Subcontractor, to the extent such Subcontractor is
"participating in the servicing function" pursuant to Item 1122 of Regulation
AB, the Servicer shall deliver an Annual Certification as to each such
Subservicer and Subcontractor, as and when required with respect to the
Servicer.

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

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

      Section 6.05. [Reserved]

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

      The Owner shall have the right to examine and audit, at its expense, upon
reasonable notice to the Servicer, during business hours or at such other times
as might be reasonable under applicable circumstances, any and all of the books,
records, documentation or other information of the Servicer, or held by another
for the Servicer or on its behalf or otherwise, which relate to the performance
or observance by the Servicer of the terms, covenants or conditions of this
Agreement.

      The Servicer shall provide to the Owner and any supervisory agents or
examiners representing a state or federal governmental agency having
jurisdiction over the Owner access to any documentation regarding the Mortgage
Loans in the possession of the Servicer which may be required by any applicable
regulations. Such access shall be afforded without charge, upon reasonable
request, during normal business hours and at the offices of the Servicer, and in
accordance with the applicable federal or state government regulations.


                                       32
(page)

      Section 6.07. Compliance with REMIC Provisions.

      If a REMIC election has been made with respect to the arrangement under
which the Mortgage Loans and REO Property are held, the Servicer shall not take
any action, cause the REMIC to take any action or fail to take (or fail to cause
to be taken) any action that, under the REMIC Provisions, if taken or not taken,
as the case may be could (i) endanger the status of the REMIC as a REMIC or (ii)
result in the imposition of a tax upon the REMIC (including but not limited to
the tax on "prohibited transactions" as defined in Section 860F(a)(2) of the
Code and the tax on "contribution" to a REMIC set forth in Section 860G(d) of
the Code unless the Servicer has received an Opinion of Counsel (at the expense
of the party seeking to take such actions) to the effect that the contemplated
action will not endanger such REMIC status or result in the imposition of any
such tax.

      Section 6.08. Non-solicitation.

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

      Section 6.09. Assessment of Compliance with Servicing Criteria.

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

      With respect to the Mortgage Loans, the Servicer shall deliver to the
Owner or its designee, the Master Servicer, the Securities Administrator, and
any Depositor on or before March 15th of each calendar year beginning in 2007, a
report (an "Assessment of Compliance") regarding the Servicer's assessment of
compliance with the Servicing Criteria during the preceding calendar year as
required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of
Regulation AB, or as otherwise required by the Master Servicer, which as of the
date hereof, require a report by an authorized officer of the Servicer that
contains the following:

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


                                       33
(page)

      (b) A statement by such officer that such officer used the Servicing
Criteria to assess compliance with the Servicing Criteria applicable to the
Servicer;

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

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

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

      Such report at a minimum shall address each of the Servicing Criteria
specified on Exhibit J hereto.

      With respect to the Mortgage Loans, on or before March 15th of each
calendar year beginning in 2007, the Servicer shall furnish to the Owner or its
designee, the Master Servicer, the Securities Administrator and any Depositor a
report (an "Attestation Report") by a registered public accounting firm that
attests to, and reports on, the Assessment of Compliance made by the Servicer,
as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of
Regulation AB, or as otherwise required by the Master Servicer, which
Attestation Report must be made in accordance with standards for attestation
reports issued or adopted by the Public Company Accounting Oversight Board.

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

      Section 6.10. Intent of the Parties; Reasonableness.

      The Owner and the Servicer acknowledge and agree that a purpose of clause
(g) of Article III, Sections 5.02, 6.04, 6.09 and 10.02 of this Agreement is to
facilitate compliance by the Owner and any Depositor with the provisions of
Regulation AB and related rules and regulations of the Commission. None of the
Owner, the Master Servicer or any Depositor shall exercise its right to request
delivery of information or other performance under these provisions other than
in good faith, or for purposes other than compliance with the Securities Act,
the Exchange Act and the rules and regulations of the Commission thereunder. The
Servicer acknowledges that interpretations of the requirements of Regulation AB
may change over time, whether due to interpretive guidance provided by the
Commission or its staff, consensus among participants in the asset-backed
securities markets, advice of counsel, or otherwise, and agrees to comply with
requests made by the Owner or any Depositor in good faith for delivery of
information under these provisions on the basis of evolving interpretations of
Regulation AB. In connection with any Pass-Through Transfer, the Servicer shall
cooperate fully with the Owner to deliver to the Owner (including any of its
assignees or designees) and any Depositor, any and all statements, reports,
certifications, records and any other information necessary in the good faith
determination of the Owner or any Depositor to permit the Owner or such
Depositor to comply with the provisions of Regulation AB, together with such
disclosures relating to the Servicer, any Subservicer and the Mortgage Loans, or
the servicing of the Mortgage Loans, reasonably believed by the Owner or any
Depositor to be necessary in order to effect such compliance.


                                       34
(page)

                                   ARTICLE VII
                       REPORTS TO BE PREPARED BY SERVICER

      Section 7.01. Servicer Shall Provide Information as Reasonably Required.

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

                                  ARTICLE VIII.
                                  THE SERVICER

      Section 8.01. Indemnification; Third Party Claims.

      The Servicer agrees to indemnify the Owner, its successors and assigns,
any agent of the Owner, and the Master Servicer, and hold each of such Persons
harmless from and against any and all claims, losses, damages, penalties, fines,
forfeitures, legal fees and related costs, judgments, and any other costs, fees
and expenses that such Person may sustain in any way related to the failure of
the Servicer to perform in any way its duties and service the Mortgage Loans in
strict compliance with the terms of this Agreement and for breach of any
representation or warranty of the Servicer contained herein. The Servicer shall
immediately notify the Owner or other indemnified Person if a claim is made by a
third party with respect to this Agreement or the Mortgage Loans, assume (with
the consent of the Owner and such other Indemnified Person and with counsel
reasonably satisfactory to the Owner and such Person) the defense of any such
claim and pay all expenses in connection therewith, including counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or such other indemnified Person in respect of such claim but failure
to so notify the Owner and such other indemnified Person shall not limit its
obligations hereunder. The Servicer agrees that it will not enter into any
settlement of any such claim without the consent of the Owner and such other
indemnified Person unless such settlement includes an unconditional release of
the Owner and such other indemnified Person from all liability that is the
subject matter of such claim. The provisions of this Section 8.01 shall survive
termination of this Agreement.


                                       35
(page)

      Section 8.02. Merger or Consolidation of the Servicer.

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

      Any Person into which the Servicer may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Servicer shall be a party, or any Person succeeding to the business of the
Servicer whether or not related to loan servicing, shall be the successor of the
Servicer hereunder, without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person shall
be an institution (i) having a GAAP net worth of not less than $25,000,000, (ii)
the deposits of which are insured by the FDIC, or which is a HUD-approved
mortgagee whose primary business is in origination and servicing of first lien
mortgage loans, and (iii) which is a Fannie Mae or Freddie Mac approved
seller/servicer in good standing.

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

      Neither the Servicer nor any of the officers, employees or agents of the
Servicer shall be under any liability to the Owner for any action taken or for
refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment made in good faith; provided, however, that
this provision shall not protect the Servicer or any such person against any
breach of warranties or representations made herein, or failure to perform in
any way its obligations in compliance with any standard of care set forth in
this Agreement, or any liability which would otherwise be imposed by reason of
gross negligence or any breach of the terms and conditions of this Agreement.
The Servicer and any officer, employee or agent of the Servicer may rely in good
faith on any document of any kind prima facie properly executed and submitted by
the Owner respecting any matters arising hereunder. The Servicer shall not be
under any obligation to appear in, prosecute or defend any legal action which is
not incidental to its duties to service the Mortgage Loans in accordance with
this Agreement and which in its opinion may involve it in any expenses or
liability; provided, however, that the Servicer may, with the consent of the
Owner, which consent shall not be unreasonably withheld, undertake any such
action which it may deem necessary or desirable with respect to this Agreement
and the rights and duties of the parties hereto. In such event, the reasonable
legal expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities for which the Owner will be liable, and
the Servicer shall be entitled to be reimbursed therefor from the Custodial
Account pursuant to Section 4.05.


                                       36
(page)

      Section 8.04. Servicer Not to Resign.

      The Servicer shall not resign from the obligations and duties hereby
imposed on it except by mutual consent of the Servicer and the Owner or upon the
determination that its duties hereunder are no longer permissible under
applicable law and such incapacity cannot be cured by the Servicer. Any such
determination permitting the resignation of the Servicer shall be evidenced by
an Opinion of Counsel to such effect delivered to the Owner which Opinion of
Counsel shall be in form and substance acceptable to the Owner. No such
resignation shall become effective until a successor shall have assumed the
Servicer's responsibilities and obligations hereunder in the manner provided in
Section 11.01.

      Section 8.05. No Transfer of Servicing.

      With respect to the retention of the Servicer to service the Mortgage
Loans hereunder, the Servicer acknowledges that the Owner has acted in reliance
upon the Servicer's independent status, the adequacy of its servicing
facilities, plan, personnel, records and procedures, its integrity, reputation
and financial standing and the continuance thereof. Without in any way limiting
the generality of this section, the Servicer shall not either assign this
Agreement or the servicing hereunder or delegate its rights or duties hereunder
or any portion thereof, or sell or otherwise dispose of all or substantially all
of its property or assets, without the prior written approval of the Owner,
which approval shall not be unreasonably withheld; provided that the Servicer
may assign the Agreement and the servicing hereunder without the consent of
Owner to an affiliate of the Servicer to which all servicing of the Servicer is
assigned so long as (i) such affiliate is a Fannie Mae and Freddie Mac approved
servicer and (ii) if it is intended that such affiliate be spun off to the
shareholders of the Servicer, such affiliate have a GAAP net worth of at least
$25,000,000 and (iii) such affiliate shall deliver to the Owner a certification
pursuant to which such affiliate shall agree to be bound by the terms and
conditions of this Agreement and shall certify that such affiliate is a Fannie
Mae and Freddie Mac approved servicer in good standing.

                                   ARTICLE IX
                                     DEFAULT

      Section 9.01. Events of Default.

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

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

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


                                       37
(page)

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

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

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

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

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

      (viii) the Servicer ceases to be qualified to transact business in any
jurisdiction where it is currently so qualified, but only to the extent such
non-qualification materially and adversely affects the Servicer's ability to
perform its obligations hereunder; or

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

then, and in each and every such case, so long as an Event of Default shall not
have been remedied, the Owner, by notice in writing to the Servicer may, in
addition to whatever rights the Owner may have under Section 8.01 and at law or
equity to damages, including injunctive relief and specific performance,
terminate all the rights and obligations of the Servicer (and if the Servicer is
servicing any of the Mortgage Loans in a Pass-Through Transfer, appoint a
successor servicer reasonably acceptable to the Master Servicer for such
Pass-Through Transfer) under this Agreement and in and to the Mortgage Loans and
the proceeds thereof without compensating the Servicer for the same. On or after
the receipt by the Servicer of such written notice, all authority and power of
the Servicer under this Agreement, whether with respect to the Mortgage Loans or
otherwise, shall pass to and be vested in the successor appointed pursuant to
Section 11.01. Upon written request from the Owner, the Servicer shall prepare,
execute and deliver, any and all documents and other instruments, place in such
successor's possession all Servicing Files, and do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise, at the Servicer's sole
expense. The Servicer agrees to cooperate with the Owner and such successor in
effecting the termination of the Servicer's responsibilities and rights
hereunder, including, without limitation, the transfer to such successor for
administration by it of all cash amounts which shall at the time be credited by
the Servicer to the Custodial Account or Escrow Account or thereafter received
with respect to the Mortgage Loans or any REO Property.


                                       38
(page)

      The Servicer shall promptly reimburse the Owner (or any designee of the
Owner, such as a master servicer) and any Depositor, as applicable, for all
reasonable expenses incurred by the Owner (or such designee) or such Depositor,
as such are incurred, in connection with the termination of the Servicer as
servicer and the transfer of servicing of the Mortgage Loans to a successor
servicer, if the termination and/or transfer of servicing is for cause related
to a servicer default. The provisions of this paragraph shall not limit whatever
rights the Owner or any Depositor may have under other provisions of this
Agreement and/or any applicable Reconstitution Agreement or otherwise, whether
in equity or at law, such as an action for damages, specific performance or
injunctive relief.

      Section 9.02. Waiver of Defaults.

      The Owner may waive only by written notice any default by the Servicer in
the performance of its obligations hereunder and its consequences. Upon any such
waiver of a past default, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been remedied for every
purpose of this Agreement. No such waiver shall extend to any subsequent or
other default or impair any right consequent thereon except to the extent
expressly so waived in writing.

                                    ARTICLE X
                                   TERMINATION

      Section 10.01. Termination.

      The respective obligations and responsibilities of the Servicer shall
terminate upon: (i) the later of the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan or the disposition of
all REO Property and the remittance of all funds due hereunder; or (ii) by
mutual consent of the Servicer and the Owner in writing; or (iii) termination by
the Owner pursuant to Section 9.01. Simultaneously with any such termination and
the transfer of servicing hereunder, the Servicer shall be entitled to be
reimbursed for any outstanding Servicing Advances and Monthly Advances.

      Section 10.02. Cooperation of Servicer with a Reconstitution.

      The Servicer and the Owner agree that with respect to some or all of the
Mortgage Loans, on or after the related closing date, on one or more dates (each
a "Reconstitution Date") at the Owner's sole option, the Owner may effect a sale
(each, a "Reconstitution") of some or all of the Mortgage Loans then subject to
this Agreement, without recourse, to:


                                       39
(page)

      (a) one or more third party purchasers in one or more in whole loan
transfers (each, a "Whole Loan Transfer"); or

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

      The Servicer agrees to execute in connection with any agreements among the
Owner, the Servicer, and any servicer in connection with a Whole Loan Transfer,
an assignment, assumption and recognition agreement, or, at Owner's request, a
seller's warranties and servicing agreement or a participation and servicing
agreement or similar agreement in form and substance reasonably acceptable to
the parties, and in connection with a Pass-Through Transfer, a pooling and
servicing agreement in form and substance reasonably acceptable to the parties.
It is understood that any such Reconstitution Agreements will not contain any
greater obligations on the part of Servicer than are contained in this
Agreement.

      With respect to each Whole Loan Transfer and each Pass-Through Transfer
entered into by the Owner, the Servicer agrees (1) to cooperate fully with the
Owner and any prospective purchaser with respect to all reasonable requests and
due diligence procedures; (2) to execute, deliver and perform all Reconstitution
Agreements required by the Owner; (3) to restate the representations and
warranties set forth in this Agreement as of the settlement or closing date in
connection with such Reconstitution (each, a "Reconstitution Date").

      In addition, the Servicer shall provide to such servicer or issuer, as the
case may be, and any other participants in such Reconstitution:

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

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

      (iii) within 5 Business Days after request by the Owner, the information
with respect to the Servicer (as servicer) as required by Item 1108(b) and (c)
of Regulation AB, a summary of the requirements of which as of the date hereof
is attached hereto as Exhibit I for convenience of reference only, as determined
by Owner in its sole discretion. In the event that the Servicer has delegated
any servicing responsibilities with respect to the Mortgage Loans to a
Subservicer, the Servicer shall provide the information required pursuant to
this clause with respect to the Subservicer;

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

            (a) information regarding any legal proceedings pending (or known to
be contemplated) against the Servicer (as servicer) and each Subservicer as
required by Item 1117 of Regulation AB, a summary of the requirements of which
as of the date hereof is attached hereto as Exhibit I for convenience of
reference only, as determined by Owner in its sole discretion,


                                       40
(page)

            (b) information regarding affiliations with respect to the Servicer
(as servicer) and each Subservicer as required by Item 1119(a) of Regulation AB,
a summary of the requirements of which as of the date hereof is attached hereto
as Exhibit I for convenience of reference only, as determined by Owner in its
sole discretion, and

            (c) information regarding relationships and transactions with
respect to the Servicer (as servicer) and each Subservicer as required by Item
1119(b) and (c) of Regulation AB, a summary of the requirements of which as of
the date hereof is attached hereto as Exhibit I for convenience of reference
only, as determined by Owner in its sole discretion;

      (v) for the purpose of satisfying the reporting obligation under the
Exchange Act with respect to any class of asset-backed securities, the Servicer
shall (or shall cause each Subservicer to) (i) provide prompt notice to the
Owner, the Master Servicer and any Depositor in writing of (A) any material
litigation or governmental proceedings involving the Servicer or any
Subservicer, (B) any affiliations or relationships that develop following the
closing date of a Pass-Through Transfer between the Servicer or any Subservicer
and any of the parties specified in clause (D) of paragraph (a) of this Section
(and any other parties identified in writing by the requesting party) with
respect to such Pass-Through Transfer, (C) any Event of Default under the terms
of this Agreement or any Reconstitution Agreement, (D) any merger, consolidation
or sale of substantially all of the assets of the Servicer, and (E) the
Servicer's entry into an agreement with a Subservicer to perform or assist in
the performance of any of the Servicer's obligations under this Agreement or any
Reconstitution Agreement and (ii) provide to the Owner and any Depositor a
description of such proceedings, affiliations or relationships;

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

      (vii) in addition to such information as the Servicer, as servicer, is
obligated to provide pursuant to other provisions of this Agreement, not later
than ten days prior to the deadline for the filing of any distribution report on
Form 10-D in respect of any Pass-Through Transfer that includes any of the
Mortgage Loans serviced by the Servicer or any Subservicer, the Servicer or such
Subservicer, as applicable, shall, to the extent the Servicer or such
Subservicer has knowledge, provide to the party responsible for filing such
report (including, if applicable, the Master Servicer) notice of the occurrence
of any of the following events along with all information, data, and materials
related thereto as may be required to be included in the related distribution
report on Form 10-D (as specified in the provisions of Regulation AB referenced
below):


                                       41
(page)

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

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

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

      (viii) the Servicer shall provide to the Owner, the Master Servicer and
any Depositor, evidence of the authorization of the person signing any
certification or statement, copies or other evidence of Fidelity Bond Insurance
and Errors and Omission Insurance policy, financial information and reports, and
such other information related to the Servicer or any Subservicer or the
Servicer or such Subservicer's performance hereunder.

      In the event of a conflict or inconsistency between the terms of Exhibit I
and the text of the applicable Item of Regulation AB as cited above, the text of
Regulation AB, its adopting release and other public statements of the SEC shall
control.

      The Servicer shall indemnify the Owner, each affiliate of the Owner, and
each of the following parties participating in a Pass-Through Transfer: each
issuing entity; each Person (including, but not limited to, the Master Servicer,
if applicable) responsible for the preparation, execution or filing of any
report required to be filed with the Commission with respect to such
Pass-Through Transfer, or for execution of a certification pursuant to Rule
13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such
Pass-Through Transfer; each broker dealer acting as underwriter, placement agent
or initial purchaser, each Person who controls any of such parties or the
Depositor (within the meaning of Section 15 of the Securities Act and Section 20
of the Exchange Act); and the respective present and former directors, officers,
employees, agents and affiliates of each of the foregoing and of the Depositor
(each, an "Indemnified Party"), and shall hold each of them harmless from and
against any claims, losses, damages, penalties, fines, forfeitures, legal fees
and expenses and related costs, judgments, and any other costs, fees and
expenses that any of them may sustain arising out of or based upon:

      (i)(A) any untrue statement of a material fact contained or alleged to be
contained in any information, report, certification, data, accountants' letter
or other material provided under this Section 10.02 by or on behalf of the
Servicer, or provided under this Section 10.02, Sections 6.04 and 6.09 and by or
on behalf of any Subservicer or Subcontractor (collectively, the "Servicer
Information"), or (B) the omission or alleged omission to state in the Servicer
Information a material fact required to be stated in the Servicer Information or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, by way of
clarification, that clause (B) of this paragraph shall be construed solely by
reference to the Servicer Information and not to any other information
communicated in connection with a sale or purchase of securities, without regard
to whether the Servicer Information or any portion thereof is presented together
with or separately from such other information;


                                       42
(page)

      (ii) any breach by the Servicer of its obligations under this Section
10.02, including particularly any failure by the Servicer, any Subservicer or
any Subcontractor to deliver any information, report, certification,
accountants' letter or other material when and as required under this Section
10.02, including any failure by the Servicer to identify pursuant to Section
11.15 any Subcontractor "participating in the servicing function" within the
meaning of Item 1122 of Regulation AB;

      (iii) any breach by the Servicer of a representation or warranty set forth
in Section Article III or in a writing furnished pursuant to clause (h) of
Article III and made as of a date prior to the closing date of the related
Pass-Through Transfer, to the extent that such breach is not cured by such
closing date, or any breach by the Servicer of a representation or warranty in a
writing furnished pursuant to clause (h) of Article III to the extent made as of
a date subsequent to such closing date; or

      (iv) the negligence bad faith or willful misconduct of the Servicer in
connection with its performance under this Section 10.02.

      If the indemnification provided for herein is unavailable or insufficient
to hold harmless an Indemnified Party, then the Servicer agrees that it shall
contribute to the amount paid or payable by such Indemnified Party as a result
of any claims, losses, damages or liabilities incurred by such Indemnified Party
in such proportion as is appropriate to reflect the relative fault of such
Indemnified Party on the one hand and the Servicer on the other.

      In the case of any failure of performance described above, the Servicer
shall promptly reimburse the Owner, any Depositor, as applicable, and each
Person responsible for the preparation, execution or filing of any report
required to be filed with the Commission with respect to such Pass-Through
Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or Rule
15d-14(d) under the Exchange Act with respect to such Pass-Through Transfer, for
all costs reasonably incurred by each such party in order to obtain the
information, report, certification, accountants' letter or other material not
delivered pursuant to this Section or Section 6.04 or Section 6.09 as required
by the Servicer, any Subservicer or any Subcontractor.

      This indemnification shall survive the termination of this Agreement or
the termination of any party to this Agreement.

      All Mortgage Loans not sold or transferred pursuant to a Whole Loan
Transfer or Pass Through Transfer shall be subject to this Agreement and shall
continue to be serviced in accordance with the terms of this Agreement and with
respect thereto this Agreement shall remain in full force and effect.


                                       43
(page)

      Section 10.03. Master Servicer.

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

                                   ARTICLE XI
                            MISCELLANEOUS PROVISIONS

      Section 11.01. Successor to the Servicer.

      Prior to termination of the Servicer's responsibilities and duties under
this Agreement pursuant to Sections 8.04, 9.01 or 10.01(ii), the Owner shall (i)
succeed to and assume all of the Servicer's responsibilities, rights, duties and
obligations under this Agreement, or (ii) appoint a successor having the
characteristics set forth in Section 8.02 hereof and which shall succeed to all
rights and assume all of the responsibilities, duties and liabilities of the
Servicer under this Agreement prior to the termination of the Servicer's
responsibilities, duties and liabilities under this Agreement. In connection
with such appointment and assumption, the Owner may make such arrangements for
the compensation of such successor out of payments on Mortgage Loans as the
Owner and such successor shall agree. In the event that the Servicer's duties,
responsibilities and liabilities under this Agreement should be terminated
pursuant to the aforementioned sections, the Servicer shall discharge such
duties and responsibilities during the period from the date it acquires
knowledge of such termination until the effective date thereof with the same
degree of diligence and prudence which it is obligated to exercise under this
Agreement, and shall take no action whatsoever that might impair or prejudice
the rights or financial condition of its successor. The resignation or removal
of the Servicer pursuant to the aforementioned sections shall not become
effective until a successor shall be appointed pursuant to this section and
shall in no event relieve the Servicer of the representations and warranties
made pursuant to Article III and the remedies available to the Owner under
Section 8.01, it being understood and agreed that the provisions of such Article
III and Section 8.01 shall be applicable to the Servicer notwithstanding any
such resignation or termination of the Servicer, or the termination of this
Agreement.

      Any successor appointed as provided herein shall execute, acknowledge and
deliver to the Servicer and to the Owner an instrument accepting such
appointment, whereupon such successor shall become fully vested with all the
rights, powers, duties, responsibilities, obligations and liabilities of the
Servicer, with like effect as if originally named as a party to this Agreement.
Any termination or resignation of the Servicer or this Agreement pursuant to
Section 8.04, 9.01 or 10.01 shall not affect any claims that the Owner may have
against the Servicer arising prior to any such termination or resignation.


                                       44
(page)

      The Servicer shall promptly deliver to the successor the funds in the
Custodial Account and the Escrow Account and the Servicing Files and related
documents and statements held by it hereunder and the Servicer shall account for
all funds. The Servicer shall execute and deliver such instruments and do such
other things all as may reasonably be required to more fully and definitely vest
and confirm in the successor all such rights, powers, duties, responsibilities,
obligations and liabilities of the Servicer. The successor shall make such
arrangements as it may deem appropriate to reimburse the Servicer for
unrecovered Monthly Advances and Servicing Advances which the successor retains
hereunder and which would otherwise have been recovered by the Servicer pursuant
to this Agreement but for the appointment of the successor servicer.

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

      All reasonable costs and expenses incurred in connection with replacing
the Servicer upon its resignation or the termination of the Servicer in
accordance with the terms of this Agreement, including, without limitation, (i)
all legal costs and expenses and all due diligence costs and expenses associated
with an evaluation of the potential termination of the Servicer as a result of
an Event of Default and (ii) all costs and expenses associated with the complete
transfer of servicing, including all servicing files and all servicing data and
the completion, correction or manipulation of such servicing data as may be
required by the successor servicer to correct any errors or insufficiencies in
the servicing data or otherwise to enable the successor service to service the
Mortgage Loans in accordance with this Agreement, shall be payable on demand by
the resigning or terminated Servicer without any right of reimbursement
therefor.

      Section 11.02. Amendment.

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

      Section 11.03. Recordation of Agreement.

      To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any of all the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Servicer at the Owner's expense on direction of the Owner accompanied by an
opinion of counsel to the effect that such recordation materially and
beneficially affects the interest of the Owner or is necessary for the
administration or servicing the Mortgage Loans.

      Section 11.04. Governing Law.

      THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF
CONFLICTS OF LAWS. THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


                                       45
(page)

      Section 11.05. Notices.

      Any demands, notices or other communications permitted or required
hereunder shall be in writing and shall be deemed conclusively to have been
given if personally delivered at or mailed by registered mail, postage prepaid,
and return receipt requested or transmitted by telecopier and confirmed by a
similar mailed writing, as follows:

            (i)   if to the Servicer:

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

            (ii)  if to the Owner:

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

            (iii) if to the Master Servicer:

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

                  And for overnight delivery to:

                  Wells Fargo Bank, National Association
                  9062 Old Annapolis Road
                  Columbia, Maryland 21045
                  Attention:  Client Manager, BSABS 06-SD4
                  Telecopier No.:  (410) 715-2380

or such other address as may hereafter be furnished to the other party by like
notice. Any such demand, notice, or communication hereunder shall be deemed to
have been received on the date delivered to or received at the premises of the
address (as evidenced, in the case of registered or certified mail, by the date
noted on the return receipt).

      Section 11.06. Severability of Provisions.

      Any part, provision, representation or warranty of this Agreement which is
prohibited or which is held to be void or unenforceable shall be ineffective to
the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof. Any part, provision, representation or warranty of
this Agreement which is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction,
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction as to any Mortgage Loan shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof. If the invalidity of any
part, provision, representation or warranty of this Agreement shall deprive any
party of the economic benefit intended to be conferred by this Agreement, the
parties shall negotiate, in good faith, to develop a structure the economic
effect of which is nearly as possible the same as the economic effect of this
Agreement without regard to such invalidity.


                                       46
(page)

      Section 11.07. Exhibits

      The exhibits to this Agreement are hereby incorporated and made a part
hereof and are an integral part of this Agreement.

      Section 11.08. General Interpretive Principles.

      For purposes of this Agreement, except as otherwise expressly provided or
unless the context otherwise requires:

      (i) the terms defined in this Agreement have the meanings assigned to them
in this Agreement and include the plural as well as the singular, and the use of
any gender herein shall be deemed to include the other gender;

      (ii) accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles;

      (iii) references herein to "Articles," "Sections," "Subsections,"
"Paragraphs," and other subdivisions without reference to a document are to
designated Articles, Sections, Subsections, Paragraphs and other subdivisions of
this Agreement;

      (iv) a reference to a Subsection without further reference to a Section is
a reference to such Subsection as contained in the same Section in which the
reference appears, and this rule shall also apply to Paragraphs and other
subdivisions;

      (v) the words "herein," "hereof," "hereunder" and other words of similar
import refer to this Agreement as a whole and not to any particular provision;
and

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

      Section 11.09. Reproduction of Documents.

      This Agreement and all documents relating hereto, including, without
limitation, (i) consents, waivers and modifications which may hereafter be
executed, (ii) documents received by any party at the closing, and (iii)
financial statements, certificates and other information previously or hereafter
furnished, may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties agree
that any such reproduction shall be admissible in evidence as the original
itself in any judicial or administrative proceeding, whether or not the original
is in existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.


                                       47
(page)

      Section 11.10. Confidentiality of Information.

      Each party recognizes that, in connection with this Agreement, it may
become privy to non-public information regarding the financial condition,
operations and prospects of the other party. Except as required to be disclosed
by law, each party agrees to keep all non-public information regarding the other
party strictly confidential, and to use all such information solely in order to
effectuate the purpose of this Agreement.

      Section 11.11. Assignment by the Owner.

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

      Section 11.12. No Partnership.

      Nothing herein contained shall be deemed or construed to create a
co-partnership or joint venture between the parties hereto and the services of
the Servicer shall be rendered as an independent contractor and not as agent for
Owner.

      Section 11.13. Execution, Successors and Assigns.

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

      Section 11.14. Entire Agreement.

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


                                       48
(page)

      Section 11.15. Use of Subservicers and Subcontractors.

      (a) The Servicer shall not hire or otherwise utilize the services of any
Subservicer to fulfill any of the obligations of the Servicer as servicer under
this Agreement or any Reconstitution Agreement unless the Servicer complies with
the provisions of paragraph (b) of this Section. The Servicer shall not hire or
otherwise utilize the services of any Subcontractor, and shall not permit any
Subservicer to hire or otherwise utilize the servicers of any Subcontractor, to
fulfill any of the obligations of the Servicer as servicer under this Agreement
or any Reconstitution Agreement unless the Servicer complies with the provisions
of paragraph (d) of this Section. The Servicer must notify the Owner, the Master
Servicer and any Depositor in writing of any affiliations or relationships that
develop following the closing date between the Servicer or any Subservicer.

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

      (c) The Servicer shall promptly upon request provide to the Owner, the
Master Servicer and any Depositor (or any designee of the Depositor, such as an
administrator) a written description (in form and substance satisfactory to the
Owner, the Master Servicer and such Depositor) of the role and function of each
Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the
identity of each such Subcontractor, (ii) which (if any) of such Subcontractors
are "participating in the servicing function" within the meaning of Item 1122 of
Regulation AB, and (iii) which elements of the Servicing Criteria will be
addressed in assessments of compliance provided by each Subcontractor identified
pursuant to clause (ii) of this paragraph.

      (d) As a condition to the utilization of any Subcontractor determined to
be "participating in the servicing function" within the meaning of Item 1122 of
Regulation AB, the Servicer shall cause any such Subcontractor used by the
Servicer (or by any Subservicer) for the benefit of the Owner and any Depositor
to comply with the provisions of Sections 6.07 and 10.02 of this Agreement to
the same extent as if such Subcontractor were the Servicer. The Servicer shall
be responsible for obtaining from each Subcontractor and delivering to the Owner
and any Depositor any Assessment of Compliance and Attestation Report and other
certificates required to be delivered by such Subservicer and such Subcontractor
under Section 6.09 (and any Annual Certification required under Section
6.09(b)), in each case as and when required to be delivered.


                                       49
(page)

      Section 11.16. Third Party Beneficiary

      For purposes of this Agreement, each Master Servicer shall be considered a
third party beneficiary to this Agreement, entitled to all the rights and
benefits hereof as if it were a direct party to this Agreement.


                                       50
(page)

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


                        EMC MORTGAGE CORPORATION,
                        as Servicer

                        By:  _________________________
                        Name:
                        Title:

                        BEAR STEARNS ASSET BACKED SECURITIES I LLC,
                        as Owner

                        By:  _________________________
                        Name:
                        Title:
(page)

                                   EXHIBIT A

                            MORTGAGE LOAN SCHEDULE


                                      A-1
(page)

                                   EXHIBIT B

                      CUSTODIAL ACCOUNT LETTER AGREEMENT
                                    (date)

To:______________________
   ______________________
   ______________________
    (the "Depository")

      As "Servicer" under the Servicing Agreement, dated as of October 1, 2006,
(the "Agreement"), we hereby authorize and request you to establish an account,
as a Custodial Account pursuant to Section 4.04 of the Agreement, to be
designated as "EMC Custodial Account, in trust for BSABS I, Owner of Whole Loan
Mortgages, and various Mortgagors." All deposits in the account shall be subject
to withdrawal therefrom by order signed by the Servicer. You may refuse any
deposit which would result in violation of the requirement that the account be
fully insured as described below. This letter is submitted to you in duplicate.
Please execute and return one original to us.

              By:____________________
              Name:__________________
              Title:_________________

      The undersigned, as "Depository", hereby certifies that the above
described account has been established under Account Number __________, at the
office of the depository indicated above, and agrees to honor withdrawals on
such account as provided above. The full amount deposited at any time in the
account will be insured up to applicable limits by the Federal Deposit Insurance
Corporation through the Bank Insurance Fund or the Savings Association Insurance
Fund or will be invested in Permitted Investments as defined in the Agreement.

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


                                      B-1
(page)

                                   EXHIBIT C

                        ESCROW ACCOUNT LETTER AGREEMENT

                                    (date)

To:______________________
   ______________________
   ______________________
    (the "Depository")

      As "Servicer" under the Servicing Agreement, dated as of October 1, 2006
(the "Agreement"), we hereby authorize and request you to establish an account,
as an Escrow Account pursuant to Section 4.06 of the Agreement, to be designated
as "EMC Escrow Account, in trust for BSABS I, Owner of Whole Loan Mortgages, and
various Mortgagors." All deposits in the account shall be subject to withdrawal
therefrom by order signed by the Servicer. You may refuse any deposit which
would result in violation of the requirement that the account be fully insured
as described below. This letter is submitted to you in duplicate. Please execute
and return one original to us.

              By:____________________
              Name:__________________
              Title:_________________

      The undersigned, as "Depository", hereby certifies that the above
described account has been established under Account Number __________, at the
office of the depository indicated above, and agrees to honor withdrawals on
such account as provided above. The full amount deposited at any time in the
account will be insured up to applicable limits by the Federal Deposit Insurance
Corporation through the Bank Insurance Fund or the Savings Association Insurance
Fund or will be invested in Permitted Investments as defined in the Agreement.

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


                                      C-1
(page)

                                   EXHIBIT D

                       REQUEST FOR RELEASE OF DOCUMENTS

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

      Re:   Custodial Agreement dated as of October 1, 2006, between EMC
            Mortgage Corporation and Wells Fargo Bank, National Association, as
            Custodian

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

Mortgage Loan Number:

Mortgagor Name, Address & Zip Code:

      Reason for Requesting Documents (check one):

      _______           1.    Mortgage Paid in Full

      _______           2.    Foreclosure

      _______           3.    Substitution

      _______           4.    Other Liquidation (Repurchases, etc.)

      _______           5.    Nonliquidation

[Reason:_______________________________]

      Address to which Custodian should

      Deliver the Custodian's Mortgage File:

      __________________________________________

      __________________________________________

      __________________________________________

      By:_______________________________________

                                    (authorized signer)

      Issuer:_____________________________________


                                      D-1
(page)

      Address:___________________________________
              ___________________________________

      Date:______________________________________

Custodian

      Wells Fargo Bank, National Association

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

      ____________________________________      ___________________

      Signature                                 Date

      Documents returned to Custodian:

      ____________________________________      ___________________

      Custodian                                 Date


                                      D-2
(page)

                                   EXHIBIT E

                       REPORTING DATA FOR MONTHLY REPORT

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

                                      E-1
(page)

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


                                      E-2
(page)

                                   EXHIBIT F

                      REPORTING DATA FOR DEFAULTED LOANS

                 Standard File Layout - Delinquency Reporting

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Column/Header Name                       Description                                              Decimal     Format Comment
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                                      <C>         <C>
SERVICER_LOAN_NBR                        A unique number assigned to a loan by the Servicer.
                                         This may be different than the LOAN_NBR
LOAN_NBR                                 A unique identifier assigned to each loan by the
                                         originator.
CLIENT_NBR                               Servicer Client Number
SERV_INVESTOR_NBR                        Contains a unique number as assigned by an external
                                         servicer to identify a group of loans in their system.
BORROWER_FIRST_NAME                      First Name of the Borrower.
BORROWER_LAST_NAME                       Last name of the borrower.
PROP_ADDRESS                             Street Name and Number of Property
PROP_STATE                               The state where the  property located.
PROP_ZIP                                 Zip code where the property is located.
BORR_NEXT_PAY_DUE_DATE                   The date that the borrower's next payment is due to                  MM/DD/YYYY
                                         the servicer at the end of processing cycle, as
                                         reported by Servicer.
LOAN_TYPE                                Loan Type (i.e. FHA, VA, Conv)
BANKRUPTCY_FILED_DATE                    The date a particular bankruptcy claim was filed.                    MM/DD/YYYY
BANKRUPTCY_CHAPTER_CODE                  The chapter under which the bankruptcy was filed.
BANKRUPTCY_CASE_NBR                      The case number assigned by the court to the
                                         bankruptcy filing.
POST_PETITION_DUE_DATE                   The payment due date once the bankruptcy has been                    MM/DD/YYYY
                                         approved by the courts
BANKRUPTCY_DCHRG_DISM_DATE               The Date The Loan Is Removed From Bankruptcy. Either                 MM/DD/YYYY
                                         by Dismissal, Discharged and/or a Motion For Relief
                                         Was Granted.
LOSS_MIT_APPR_DATE                       The Date The Loss Mitigation Was Approved By The                     MM/DD/YYYY
                                         Servicer
LOSS_MIT_TYPE                            The Type Of Loss Mitigation Approved For A Loan Such
                                         As;
LOSS_MIT_EST_COMP_DATE                   The Date The Loss Mitigation /Plan Is Scheduled To                   MM/DD/YYYY
                                         End/Close
LOSS_MIT_ACT_COMP_DATE                   The Date The Loss Mitigation Is Actually Completed                   MM/DD/YYYY
FRCLSR_APPROVED_DATE                     The date DA Admin sends a letter to the servicer with                MM/DD/YYYY
                                         instructions to begin foreclosure proceedings.
ATTORNEY_REFERRAL_DATE                   Date File Was Referred To Attorney to Pursue                         MM/DD/YYYY
                                         Foreclosure
FIRST_LEGAL_DATE                         Notice of 1st legal filed by an Attorney in a                        MM/DD/YYYY
                                         Foreclosure Action
FRCLSR_SALE_EXPECTED_DATE                The date by which a foreclosure sale is expected to                  MM/DD/YYYY
                                         occur.
FRCLSR_SALE_DATE                         The actual date of the foreclosure sale.                             MM/DD/YYYY
FRCLSR_SALE_AMT                          The amount a property sold for at the foreclosure sale.  2           No commas(,) or
                                                                                                              dollar signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      F-1
(page)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Column/Header Name                       Description                                              Decimal     Format Comment
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                                      <C>         <C>
EVICTION_START_DATE                      The date the servicer initiates eviction of the                      MM/DD/YYYY
                                         borrower.
EVICTION_COMPLETED_DATE                  The date the court revokes legal possession of the                   MM/DD/YYYY
                                         property from the borrower.
LIST_PRICE                               The price at which an REO property is marketed.          2           No commas(,) or
                                                                                                              dollar signs ($)
LIST_DATE                                The date an REO property is listed at a particular                   MM/DD/YYYY
                                         price.
OFFER_AMT                                The dollar value of an offer for an REO property.        2           No commas(,) or
                                                                                                              dollar signs ($)
OFFER_DATE_TIME                          The date an offer is received by DA Admin or by the                  MM/DD/YYYY
                                         Servicer.
REO_CLOSING_DATE                         The date the REO sale of the property is scheduled to                MM/DD/YYYY
                                         close.
REO_ACTUAL_CLOSING_DATE                  Actual Date Of REO Sale                                              MM/DD/YYYY
OCCUPANT_CODE                            Classification of how the property is occupied.
PROP_CONDITION_CODE                      A code that indicates the condition of the property.
PROP_INSPECTION_DATE                     The date a  property inspection is performed.                        MM/DD/YYYY
APPRAISAL_DATE                           The date the appraisal was done.                                     MM/DD/YYYY
CURR_PROP_VAL                            The current "as is" value of the property based on       2
                                         brokers price opinion or appraisal.
REPAIRED_PROP_VAL                        The amount the property would be worth if repairs are    2
                                         completed pursuant to a broker's price opinion or
                                         appraisal.
If applicable:
DELINQ_STATUS_CODE                       FNMA Code Describing Status of Loan
DELINQ_REASON_CODE                       The circumstances which caused a borrower to stop
                                         paying on a loan.   Code indicates the reason why the
                                         loan is in default for this cycle.
MI_CLAIM_FILED_DATE                      Date Mortgage Insurance Claim Was Filed With Mortgage                MM/DD/YYYY
                                         Insurance Company.
MI_CLAIM_AMT                             Amount of Mortgage Insurance Claim Filed                             No commas(,) or
                                                                                                              dollar signs ($)
MI_CLAIM_PAID_DATE                       Date Mortgage Insurance Company Disbursed Claim Payment              MM/DD/YYYY
MI_CLAIM_AMT_PAID                        Amount Mortgage Insurance Company Paid On Claim          2           No commas(,) or
                                                                                                              dollar signs ($)
POOL_CLAIM_FILED_DATE                    Date Claim Was Filed With Pool Insurance Company                     MM/DD/YYYY
POOL_CLAIM_AMT                           Amount of Claim Filed With Pool Insurance Company        2           No commas(,) or
                                                                                                              dollar signs ($)
POOL_CLAIM_PAID_DATE                     Date Claim Was Settled and The Check Was Issued By The               MM/DD/YYYY
                                         Pool Insurer
POOL_CLAIM_AMT_PAID                      Amount Paid On Claim By Pool Insurance Company           2           No commas(,) or
                                                                                                              dollar signs ($)
FHA_PART_A_CLAIM_FILED_DATE              Date FHA Part A Claim Was Filed With HUD                             MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      F-2
(page)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Column/Header Name                       Description                                              Decimal     Format Comment
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                                      <C>         <C>
FHA_PART_A_CLAIM_AMT                     Amount of FHA Part A Claim Filed                         2           No commas(,) or
                                                                                                              dollar signs ($)
FHA_PART_A_CLAIM_PAID_DATE               Date HUD Disbursed Part A Claim Payment                              MM/DD/YYYY
FHA_PART_A_CLAIM_PAID_AMT                Amount HUD Paid on Part A Claim                          2           No commas(,) or
                                                                                                              dollar signs ($)
FHA_PART_B_CLAIM_FILED_DATE              Date FHA Part B Claim Was Filed With HUD                             MM/DD/YYYY
FHA_PART_B_CLAIM_AMT                     Amount of FHA Part B Claim Filed                         2           No commas(,) or
                                                                                                              dollar signs ($)
FHA_PART_B_CLAIM_PAID_DATE               Date HUD Disbursed Part B Claim Payment                              MM/DD/YYYY
FHA_PART_B_CLAIM_PAID_AMT                Amount HUD Paid on Part B Claim                          2           No commas(,) or
                                                                                                              dollar signs ($)
VA_CLAIM_FILED_DATE                      Date VA Claim Was Filed With the Veterans Admin                      MM/DD/YYYY
VA_CLAIM_PAID_DATE                       Date Veterans Admin. Disbursed VA Claim Payment                      MM/DD/YYYY
VA_CLAIM_PAID_AMT                        Amount Veterans Admin. Paid on VA Claim                  2           No commas(,) or
                                                                                                              dollar signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Exhibit 2: Standard File Codes - Delinquency Reporting

The Loss Mit Type field should show the approved Loss Mitigation Code as
follows:
      o  ASUM-  Approved Assumption
      o  BAP-   Borrower Assistance Program
      o  CO-    Charge Off
      o  DIL-   Deed-in-Lieu
      o  FFA-   Formal Forbearance Agreement
      o  MOD-   Loan Modification
      o  PRE-   Pre-Sale
      o  SS-    Short Sale
      o  MISC-  Anything else approved by the PMI or Pool Insurer


                                      F-3
(page)

NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those
above, provided that they are consistent with industry standards.  If Loss
Mitigation Types other than those above are used, the Servicer must supply
Wells Fargo Bank with a description of each of the Loss Mitigation Types
prior to sending the file.

The Occupant Code field should show the current status of the property code
as follows:
       o  Mortgagor
       o  Tenant
       o  Unknown
       o  Vacant

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

Exhibit 2: Standard File Codes - Delinquency Reporting, Continued

The FNMA Delinquent Reason Code field should show the Reason for Delinquency
as follows:

--------------------------------------------------------------------------------
Delinquency Code         Delinquency Description
--------------------------------------------------------------------------------
001                      FNMA-Death of principal mortgagor
--------------------------------------------------------------------------------
002                      FNMA-Illness of principal mortgagor
--------------------------------------------------------------------------------
003                      FNMA-Illness of mortgagor's family member
--------------------------------------------------------------------------------
004                      FNMA-Death of mortgagor's family member
--------------------------------------------------------------------------------
005                      FNMA-Marital difficulties
--------------------------------------------------------------------------------
006                      FNMA-Curtailment of income
--------------------------------------------------------------------------------
007                      FNMA-Excessive Obligation
--------------------------------------------------------------------------------
008                      FNMA-Abandonment of property
--------------------------------------------------------------------------------
009                      FNMA-Distant employee transfer
--------------------------------------------------------------------------------
011                      FNMA-Property problem
--------------------------------------------------------------------------------
012                      FNMA-Inability to sell property
--------------------------------------------------------------------------------
013                      FNMA-Inability to rent property
--------------------------------------------------------------------------------
014                      FNMA-Military Service
--------------------------------------------------------------------------------
015                      FNMA-Other
--------------------------------------------------------------------------------
016                      FNMA-Unemployment
--------------------------------------------------------------------------------
017                      FNMA-Business failure
--------------------------------------------------------------------------------
019                      FNMA-Casualty loss
--------------------------------------------------------------------------------
022                      FNMA-Energy environment costs
--------------------------------------------------------------------------------
023                      FNMA-Servicing problems
--------------------------------------------------------------------------------
026                      FNMA-Payment adjustment
--------------------------------------------------------------------------------
027                      FNMA-Payment dispute
--------------------------------------------------------------------------------
029                      FNMA-Transfer of ownership pending
--------------------------------------------------------------------------------
030                      FNMA-Fraud
--------------------------------------------------------------------------------
031                      FNMA-Unable to contact borrower
--------------------------------------------------------------------------------
INC                      FNMA-Incarceration
--------------------------------------------------------------------------------


                                      F-4
(page)

Exhibit 2: Standard File Codes - Delinquency Reporting, Continued

The FNMA Delinquent Status Code field should show the Status of Default as
follows:

--------------------------------------------------------------------------------
      Status Code        Status Description
--------------------------------------------------------------------------------
          09             Forbearance
--------------------------------------------------------------------------------
          17             Pre-foreclosure Sale Closing Plan Accepted
--------------------------------------------------------------------------------
          24             Government Seizure
--------------------------------------------------------------------------------
          26             Refinance
--------------------------------------------------------------------------------
          27             Assumption
--------------------------------------------------------------------------------
          28             Modification
--------------------------------------------------------------------------------
          29             Charge-Off
--------------------------------------------------------------------------------
          30             Third Party Sale
--------------------------------------------------------------------------------
          31             Probate
--------------------------------------------------------------------------------
          32             Military Indulgence
--------------------------------------------------------------------------------
          43             Foreclosure Started
--------------------------------------------------------------------------------
          44             Deed-in-Lieu Started
--------------------------------------------------------------------------------
          49             Assignment Completed
--------------------------------------------------------------------------------
          61             Second Lien Considerations
--------------------------------------------------------------------------------
          62             Veteran's Affairs-No Bid
--------------------------------------------------------------------------------
          63             Veteran's Affairs-Refund
--------------------------------------------------------------------------------
          64             Veteran's Affairs-Buydown
--------------------------------------------------------------------------------
          65             Chapter 7 Bankruptcy
--------------------------------------------------------------------------------
          66             Chapter 11 Bankruptcy
--------------------------------------------------------------------------------
          67             Chapter 13 Bankruptcy
--------------------------------------------------------------------------------

                                      F-5
(page)
                                   EXHIBIT G

                           FORM OF SERVICER CERTIFICATION

Re:   The [ ] agreement dated as of [     l, 200[ ] (the "Agreement"), among
[IDENTIFY PARTIES]

      I, ____________________________, the _______________________ of [NAME OF
COMPANY] (the "Company"), certify to [the Purchaser], [the Depositor], and the
[Master Servicer] [Securities Administrator] [Trustee], and their officers, with
the knowledge and intent that they will rely upon this certification, that:

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

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

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

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

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


                                      G-1
(page)

                                   EXHIBIT H

                           SUMMARY OF REGULATION AB
                              SERVICING CRITERIA

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

Item 1122(d)

      (b)   General servicing considerations.

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

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

            (3) Any requirements in the transaction agreements to maintain a
back-up servicer for the mortgage loans are maintained.

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

      (c)   Cash collection and administration.

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

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

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

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

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


                                     H-1
(page)

            (6) Unissued checks are safeguarded so as to prevent unauthorized
access.

            (7) Reconciliations are prepared on a monthly basis for all
asset-backed securities related bank accounts, including custodial accounts and
related bank clearing accounts. These reconciliations are (A) mathematically
accurate; (B) prepared within 30 calendar days after the bank statement cutoff
date, or such other number of days specified in the transaction agreements; (C)
reviewed and approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items. These
reconciling items are resolved within 90 calendar days of their original
identification, or such other number of days specified in the transaction
agreements.

      (d)   Investor remittances and reporting.

            (1) Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the transaction agreements and
applicable Commission requirements. Specifically, such reports (A) are prepared
in accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with the terms
specified in the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with investors' or the
trustee's records as to the total unpaid principal balance and number of
mortgage loans serviced by the Servicer.

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

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

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

      (e)   Mortgage Loan administration.

            (1) Collateral or security on mortgage loans is maintained as
required by the transaction agreements or related mortgage loan documents.

            (2) Mortgage loan and related documents are safeguarded as required
by the transaction agreements.

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


                                     H-2
(page)

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

            (5) The Servicer's records regarding the mortgage loans agree with
the Servicer's records with respect to an obligor's unpaid principal balance.

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

            (7) Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures and repossessions,
as applicable) are initiated, conducted and concluded in accordance with the
timeframes or other requirements established by the transaction agreements.

            (8) Records documenting collection efforts are maintained during the
period a mortgage loan is delinquent in accordance with the transaction
agreements. Such records are maintained on at least a monthly basis, or such
other period specified in the transaction agreements, and describe the entity's
activities in monitoring delinquent mortgage loans including, for example, phone
calls, letters and payment rescheduling plans in cases where delinquency is
deemed temporary (e.g., illness or unemployment).

            (9) Adjustments to interest rates or rates of return for mortgage
loans with variable rates are computed based on the related mortgage loan
documents.

            (10) Regarding any funds held in trust for an obligor (such as
escrow accounts): (A) such funds are analyzed, in accordance with the obligor's
mortgage loan documents, on at least an annual basis, or such other period
specified in the transaction agreements; (B) interest on such funds is paid, or
credited, to obligors in accordance with applicable mortgage loan documents and
state laws; and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or such other number of
days specified in the transaction agreements.

            (11) Payments made on behalf of an obligor (such as tax or insurance
payments) are made on or before the related penalty or expiration dates, as
indicated on the appropriate bills or notices for such payments, provided that
such support has been received by the Servicer at least 30 calendar days prior
to these dates, or such other number of days specified in the transaction
agreements.

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


                                      H-3
(page)

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

            (14) Delinquencies, charge-offs and uncollectable accounts are
recognized and recorded in accordance with the transaction agreements.

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


                                      H-4
(page)

                                    EXHIBIT I

                SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS

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

      Item 1108(b) and (c)

      Provide the following information with respect to each servicer that will
service, including interim service, 20% or more of the mortgage loans in any
loan group in the securitization issued in the Pass-Through Transfer:

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

      -a description of how long the Servicer has been servicing residential
mortgage loans; a general discussion of the Servicer's experience in servicing
assets of any type as well as a more detailed discussion of the Servicer's
experience in, and procedures for the servicing function it will perform under
this Agreement and any Reconstitution Agreements; information regarding the
size, composition and growth of the Servicer's portfolio of mortgage loans of
the type similar to the Mortgage Loans and information on factors related to the
Servicer that may be material to any analysis of the servicing of the Mortgage
Loans or the related asset-backed securities, as applicable, including whether
any default or servicing related performance trigger has occurred as to any
other securitization due to any act or failure to act of the Servicer, whether
any material noncompliance with applicable servicing criteria as to any other
securitization has been disclosed or reported by the Servicer, and the extent of
outsourcing the Servicer uses;

      -a description of any material changes to the Servicer's policies or
procedures in the servicing function it will perform under this Agreement and
any Reconstitution Agreements for mortgage loans of the type similar to the
Mortgage Loans during the past three years;

      -information regarding the Servicer's financial condition to the extent
that there is a material risk that the effect on one or more aspects of
servicing resulting from such financial condition could have a material impact
on the performance of the securities issued in the Pass-Through Transfer, or on
servicing of mortgage loans of the same asset type as the Mortgage Loans;

      -any special or unique factors involved in servicing loans of the same
type as the Mortgage Loans, and the Servicer's processes and procedures designed
to address such factors;

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

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


                                      I-1
(page)

Item 1117

      -describe any legal proceedings pending against the Servicer or against
any of its property, including any proceedings known to be contemplated by
governmental authorities, that may be material to the holders of the securities
issued in the Pass-Through Transfer.

      Item 1119(a)

      -describe any affiliations of the Servicer, each other originator of the
Mortgage Loans and each Subservicer with the sponsor, depositor, issuing entity,
trustee, any originator, any other servicer, any significant obligor,
enhancement or support provider or any other material parties related to the
Pass-Through Transfer.

      Item 1119(b)

      -describe any business relationship, agreement, arrangement, transaction
or understanding entered into outside of the ordinary course of business or on
terms other than those obtained in an arm's length transaction with an unrelated
third party, apart from the Pass-Through Transfer, between the Servicer, each
other originator of the Mortgage Loans and each Subservicer, or their respective
affiliates, and the sponsor, depositor or issuing entity or their respective
affiliates, that exists currently or has existed during the past two years, that
may be material to the understanding of an investor in the securities issued in
the Pass-Through Transfer.

      Item 1119(c)

      -describe any business relationship, agreement, arrangement, transaction
or understanding involving or relating to the Mortgage Loans or the Pass-Through
Transfer, including the material terms and approximate dollar amount involved,
between the Servicer, each other originator of the Mortgage Loans and each
Subservicer, or their respective affiliates and the sponsor, depositor or
issuing entity or their respective affiliates, that exists currently or has
existed during the past two years.


                                      I-2
(page)

                                   EXHIBIT J

        SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

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

      Key:
      X - obligation

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

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
RegAB Reference                Servicing Criteria                                                                    Servicers
------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                                                                                            <C>
                               General Servicing Considerations
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(1)(i)         Policies and  procedures  are  instituted to monitor any  performance  or other  triggers and           X
                      events of default in accordance with the transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(1)(ii)        If  any  material  servicing  activities  are  outsourced  to  third  parties,  policies  and           X
                      procedures are instituted to monitor the third party's  performance  and compliance with such
                      servicing activities.
------------------------------------------------------------------------------------------------------------------------------------
                      Any  requirements in the transaction  agreements to maintain a back-up  servicer for the Pool
1122(d)(1)(iii)       Assets are maintained.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(1)(iv)        A fidelity bond and errors and omissions  policy is in effect on the party  participating  in           X
                      the servicing function  throughout the reporting period in the amount of coverage required by
                      and otherwise in accordance with the terms of the transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
                      Cash Collection and Administration
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(i)         Payments on pool assets are  deposited  into the  appropriate  custodial  bank  accounts  and           X
                      related bank clearing  accounts no more than two business  days  following  receipt,  or such
                      other number of days specified in the transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
                      Disbursements  made via wire transfer on behalf of an obligor or to an investor are made only           X
1122(d)(2)(ii)        by authorized personnel.
------------------------------------------------------------------------------------------------------------------------------------
                      Advances of funds or guarantees regarding collections,  cash flows or distributions,  and any           X
                      interest  or other fees  charged  for such  advances,  are made,  reviewed  and  approved  as
1122(d)(2)(iii)       specified in the transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
                      The  related  accounts  for the  transaction,  such  as cash  reserve  accounts  or  accounts           X
                      established  as a form of over  collateralization,  are  separately  maintained  (e.g.,  with
1122(d)(2)(iv)        respect to commingling of cash) as set forth in the transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
                      Each custodial  account is maintained at a federally  insured  depository  institution as set           X
                      forth in the  transaction  agreements.  For purposes of this  criterion,  "federally  insured
                      depository  institution"  with  respect to a foreign  financial  institution  means a foreign
                      financial  institution  that meets the  requirements  of Rule  13k-1(b)(1)  of the Securities
1122(d)(2)(v)         Exchange Act.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(vi)        Unissued checks are safeguarded so as to prevent unauthorized access.                                   X
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(vii)       Reconciliations are prepared on a monthly basis for all asset-backed  securities related bank           X
                      accounts,   including   custodial  accounts  and  related  bank  clearing   accounts.   These
                      reconciliations are (A) mathematically  accurate;  (B) prepared within 30 calendar days after
                      the bank  statement  cutoff date, or such other number of days  specified in the  transaction
                      agreements;  (C)  reviewed  and  approved by someone  other than the person who  prepared the
                      reconciliation;  and (D) contain  explanations for reconciling items. These reconciling items
                      are resolved within 90 calendar days of their original  identification,  or such other number
                      of days specified in the transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      J-1
(page)
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
RegAB Reference                Servicing Criteria                                                                    Servicers
------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                                                                                            <C>
                      Investor Remittances and Reporting
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(3)(i)         Reports to investors,  including  those to be filed with the  Commission,  are  maintained in           X
                      accordance  with  the  transaction   agreements  and  applicable   Commission   requirements.
                      Specifically,  such reports (A) are prepared in accordance  with  timeframes  and other terms
                      set forth in the transaction  agreements;  (B) provide  information  calculated in accordance
                      with the terms specified in the transaction agreements;  (C) are filed with the Commission as
                      required  by its rules  and  regulations;  and (D) agree  with  investors'  or the  trustee's
                      records as to the total unpaid  principal  balance and number of Pool Assets  serviced by the
                      Servicer.
------------------------------------------------------------------------------------------------------------------------------------
                      Amounts  due  to  investors  are  allocated  and  remitted  in  accordance  with  timeframes,           X
1122(d)(3)(ii)        distribution priority and other terms set forth in the transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
                      Disbursements  made to an investor  are posted  within two  business  days to the  Servicer's           X
1122(d)(3)(iii)       investor records, or such other number of days specified in the transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
                      Amounts remitted to investors per the investor reports agree with cancelled  checks, or other           X
1122(d)(3)(iv)        form of payment, or custodial bank statements.
------------------------------------------------------------------------------------------------------------------------------------
                      Pool Asset Administration
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(i)         Collateral  or  security  on  pool  assets  is  maintained  as  required  by the  transaction           X
                      agreements or related pool asset documents.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(ii)        Pool assets  and related documents are safeguarded as required by the transaction agreements            X
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(iii)       Any additions,  removals or substitutions  to the asset pool are made,  reviewed and approved           X
                      in accordance with any conditions or requirements in the transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(iv)        Payments on pool assets,  including  any payoffs,  made in  accordance  with the related pool           X
                      asset  documents are posted to the  Servicer's  obligor  records  maintained no more than two
                      business  days after  receipt,  or such other  number of days  specified  in the  transaction
                      agreements, and allocated to principal,  interest or other items (e.g., escrow) in accordance
                      with the related pool asset documents.
------------------------------------------------------------------------------------------------------------------------------------
                      The  Servicer's  records  regarding  the pool assets agree with the  Servicer's  records with           X
1122(d)(4)(v)         respect to an obligor's unpaid principal balance.
------------------------------------------------------------------------------------------------------------------------------------
                      Changes  with  respect  to the  terms or status  of an  obligor's  pool  assets  (e.g.,  loan           X
                      modifications  or  re-agings)  are made,  reviewed  and approved by  authorized  personnel in
1122(d)(4)(vi)        accordance with the transaction agreements and related pool asset documents.
------------------------------------------------------------------------------------------------------------------------------------
                      Loss mitigation or recovery  actions (e.g.,  forbearance  plans,  modifications  and deeds in           X
                      lieu of foreclosure,  foreclosures and repossessions, as applicable) are initiated, conducted
                      and concluded in accordance  with the  timeframes or other  requirements  established  by the
1122(d)(4)(vii)       transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(viii)      Records  documenting  collection  efforts  are  maintained  during the period a pool asset is           X
                      delinquent in accordance with the transaction  agreements.  Such records are maintained on at
                      least a monthly basis,  or such other period  specified in the  transaction  agreements,  and
                      describe  the  entity's  activities  in  monitoring  delinquent  pool assets  including,  for
                      example,  phone calls,  letters and payment  rescheduling plans in cases where delinquency is
                      deemed temporary (e.g., illness or unemployment).
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(ix)        Adjustments  to interest  rates or rates of return for pool assets  with  variable  rates are           X
                      computed based on the related pool asset documents.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(x)         Regarding  any funds held in trust for an obligor (such as escrow  accounts):  (A) such funds           X
                      are analyzed,  in accordance with the obligor's pool asset  documents,  on at least an annual
                      basis,  or such other period  specified in the transaction  agreements;  (B) interest on such
                      funds is paid, or credited,  to obligors in accordance  with  applicable pool asset documents
                      and state laws;  and (C) such funds are  returned to the obligor  within 30 calendar  days of
                      full  repayment  of the related pool  assets,  or such other number of days  specified in the
                      transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
                      Payments  made on behalf of an obligor  (such as tax or  insurance  payments)  are made on or           X
                      before the related  penalty or expiration  dates,  as indicated on the  appropriate  bills or
                      notices for such  payments,  provided  that such support has been received by the servicer at
                      least 30 calendar  days prior to these dates,  or such other number of days  specified in the
1122(d)(4)(xi)        transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      J-2
(page)

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


                                    Date: _________________________


                                    By:   _________________________
                                    Name:
                                    Title:


                                      J-3
(page)

                                    EXHIBIT K

                  REPORTING DATA FOR REALIZED LOSSES AND GAINS

          Calculation of Realized Loss/Gain Form 332- Instruction Sheet

      NOTE: Do not net or combine items. Show all expenses individually and all
      credits as separate line items. Claim packages are due on the remittance
      report date. Late submissions may result in claims not being passed until
      the following month. The Servicer is responsible to remit all funds
      pending loss approval and /or resolution of any disputed items.

            The numbers on the 332 form correspond with the numbers listed
      below.

      Liquidation and Acquisition Expenses:

      1.    The Actual Unpaid Principal Balance of the Mortgage Loan. For
            documentation, an Amortization Schedule from date of default through
            liquidation breaking out the net interest and servicing fees
            advanced is required.

      2.    The Total Interest Due less the aggregate amount of servicing fee
            that would have been earned if all delinquent payments had been made
            as agreed. For documentation, an Amortization Schedule from date of
            default through liquidation breaking out the net interest and
            servicing fees advanced is required.

      3.    Accrued Servicing Fees based upon the Scheduled Principal Balance of
            the Mortgage Loan as calculated on a monthly basis. For
            documentation, an Amortization Schedule from date of default through
            liquidation breaking out the net interest and servicing fees
            advanced is required.

      4-12. Complete as applicable. Required documentation:

            *  For taxes and insurance advances - see page 2 of 332 form -
            breakdown required showing period
            of coverage, base tax, interest, penalty.  Advances prior to
            default require evidence of servicer efforts to recover advances.

             *  For escrow advances - complete payment history
                (to calculate advances from last positive escrow balance
                 forward)

            *  Other expenses -  copies of corporate advance history showing
               all payments

            *  REO repairs > $1500 require explanation

            *  REO repairs >$3000 require evidence of at least 2 bids.

            *  Short Sale or Charge Off require P&L supporting the decision
               and WFB's approved Officer Certificate

            *  Unusual or extraordinary items may require further
               documentation.

      13.   The total of lines 1 through 12.

      Credits:

      14-21. Complete as applicable.  Required documentation:

            * Copy of the HUD 1 from the REO sale.  If a 3rd Party Sale, bid
              instructions and Escrow Agent / Attorney Letter of Proceeds
              Breakdown.

            *  Copy of EOB for any MI or gov't guarantee

            *  All other credits need to be clearly defined on the 332
               form

      22.   The total of lines 14 through 21.

      Please Note:     For HUD/VA loans, use line (18a) for Part A/Initial
                       proceeds and line (18b) for Part B/Supplemental proceeds.

      Total Realized Loss (or Amount of Any Gain)


                                      K-1
(page)

      6.    The total derived from subtracting line 22 from 13. If the amount
            represents a realized gain, show the amount in parenthesis ( ).

                  Calculation of Realized Loss/Gain Form 332

Prepared by:  __________________                Date:  _______________
Phone:  ______________________   Email Address:_____________________

------------------------  --------------------------  ---------------------
Servicer Loan No.         Servicer Name               Servicer Address
------------------------  --------------------------  ---------------------

WELLS FARGO BANK, N.A. Loan No._____________________________

Borrower's Name: _______________________________________________________

Property Address: _______________________________________________________

Liquidation Type:  REO Sale      3rd Party Sale      Short Sale       Charge Off

Was this loan granted a Bankruptcy deficiency or cramdown        Yes         No
If "Yes", provide deficiency or cramdown amount _______________________________

Liquidation and Acquisition Expenses:
(1)  Actual Unpaid Principal Balance of Mortgage Loan   $ ______________ (1)
(2)  Interest accrued at Net Rate                       ________________(2)
(3)  Accrued Servicing Fees                             ________________(3)
(4)  Attorney's Fees                                    ________________(4)
(5)  Taxes (see page 2)                                 ________________(5)
(6)  Property Maintenance                               ________________ (6)
(7)  MI/Hazard Insurance Premiums (see page 2)          ________________(7)
(8)  Utility Expenses                                   ________________(8)
(9)  Appraisal/BPO                                      ________________(9)
(10) Property Inspections                               ________________(10)
(11) FC Costs/Other Legal Expenses                      ________________(11)
(12) Other (itemize)                                    ________________(12)
         Cash for Keys__________________________        ________________(12)
         HOA/Condo Fees_______________________          ________________(12)
         ______________________________________         ________________(12)

         Total Expenses                                 $ _______________(13)
Credits:
(14) Escrow Balance                                     $ _______________(14)
(15) HIP Refund                                         ________________ (15)
(16) Rental Receipts                                    ________________ (16)
(17) Hazard Loss Proceeds                               ________________ (17)
(18) Primary Mortgage Insurance / Gov't Insurance       ________________ (18a)
     HUD Part A
                                                        ________________ (18b)
     HUD Part B
(19) Pool Insurance Proceeds                            ________________ (19)
(20) Proceeds from Sale of Acquired Property            ________________ (20)
(21) Other (itemize)                                    ________________ (21)
     _________________________________________          ________________ (21)

     Total Credits                                      $________________(22)
Total Realized Loss (or Amount of Gain)                 $________________(23)


                                      K-2
(page)

Escrow Disbursement Detail

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

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

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

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

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

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


                                      K-3




                           EMC MORTGAGE CORPORATION
                                                                   Purchaser,

                        HOMEBANC MORTGAGE CORPORATION

                                                                   Company,

                 PURCHASE, WARRANTIES AND SERVICING AGREEMENT
                         Dated as of January 1, 2004

                  (Fixed and Adjustable Rate Mortgage Loans)

(page)

                                                TABLE OF CONTENTS

                                    ARTICLE I

Section 1.01      Defined Terms................................................2

                                   ARTICLE II

Section 2.01      Agreement to Purchase.......................................14
Section 2.02      Purchase Price..............................................15
Section 2.03      Servicing of Mortgage Loans.................................15
Section 2.04      Record Title and Possession of Mortgage
                  Files; Maintenance of Servicing Files.......................15
Section 2.05      Books and Records...........................................16
Section 2.06      Transfer of Mortgage Loans..................................17
Section 2.07      Delivery of Mortgage Loan Documents.........................17
Section 2.08      Quality Control Procedures..................................19
Section 2.09      Near-term Principal Prepayments; Near Term
                  Payment Defaults............................................19
Section 2.10      Modification of Obligations.................................19

                                   ARTICLE III

Section 3.01      Representations and Warranties of the Company...............21
Section 3.02      Representations and Warranties as to
                  Individual Mortgage Loans...................................24
Section 3.03      Repurchase; Substitution....................................33
Section 3.04      Representations and Warranties of the Purchaser.............35

                                   ARTICLE IV

Section 4.01      Company to Act as Servicer..................................36
Section 4.02      Collection of Mortgage Loan Payments........................39
Section 4.03      Realization Upon Defaulted Mortgage Loans...................40
Section 4.04      Establishment of Custodial Accounts;
                  Deposits in Custodial Accounts..............................41
Section 4.05      Permitted Withdrawals from the Custodial Account............42
Section 4.06      Establishment of Escrow Accounts; Deposits
                  in Escrow Accounts..........................................43
Section 4.07      Permitted Withdrawals From Escrow Account...................44
Section 4.08      Payment of Taxes, Insurance and Other
                  Charges; Maintenance of Primary Mortgage
                  Insurance Policies; Collections Thereunder..................45


                                       ii
(page)

Section 4.09      Transfer of Accounts........................................46
Section 4.10      Maintenance of Hazard Insurance.............................46
Section 4.11      Maintenance of Mortgage Impairment Insurance Policy.........47
Section 4.12      Fidelity Bond, Errors and Omissions Insurance...............48
Section 4.13      Title, Management and Disposition of REO Property...........48
Section 4.14      Notification of Maturity Date...............................50

                                    ARTICLE V

Section 5.01      Distributions...............................................50
Section 5.02      Statements to the Purchaser.................................51
Section 5.03      Monthly Advances by the Company.............................53
Section 5.04      Liquidation Reports.........................................53

                                   ARTICLE VI

Section 6.01      Assumption Agreements.......................................53
Section 6.02      Satisfaction of Mortgages and Release of Mortgage Files.....54
Section 6.03      Servicing Compensation......................................55
Section 6.04      Annual Statement as to Compliance...........................56
Section 6.05      Annual Independent Certified Public
                  Accountants' Servicing Report...............................56
Section 6.06      Purchaser's Right to Examine Company Records................56
Section 6.07      Annual Certification........................................61

                                   ARTICLE VII

Section 7.01      Company Shall Provide Information as
                  Reasonably Required.........................................57

                                  ARTICLE VIII

Section 8.01      Indemnification; Third Party Claims.........................58
Section 8.02      Merger or Consolidation of the Company......................58
Section 8.03      Limitation on Liability of the Company and
                  Others......................................................59
Section 8.04      Company Not to Assign or Resign.............................59
Section 8.05      No Transfer of Servicing....................................59


                                      iii
(page)

                                   ARTICLE IX

Section 9.01      Events of Default...........................................61
Section 9.02      Waiver of Defaults..........................................62

                                    ARTICLE X

Section 10.01     Termination.................................................62

                                   ARTICLE XI

Section 11.01     Successor to the Company....................................63
Section 11.02     Amendment...................................................64
Section 11.03     Recordation of Agreement....................................65
Section 11.04     Governing Law...............................................65
Section 11.05     Notices.....................................................65
Section 11.06     Severability of Provisions..................................66
Section 11.07     Exhibits....................................................66
Section 11.08     General Interpretive Principles.............................66
Section 11.09     Reproduction of Documents...................................67
Section 11.10     Confidentiality of Information..............................67
Section 11.11     Recordation of Assignment of Mortgage.......................67
Section 11.12     Assignment by Purchaser.....................................68
Section 11.13     No Partnership..............................................68
Section 11.14     Execution: Successors and Assigns...........................68
Section 11.15     Entire Agreement............................................68
Section 11.16     No Solicitation.............................................68
Section 11.17     Closing.....................................................69
Section 11.18     Cooperation of Company with Reconstitution..................70

EXHIBITS
   A                   Contents of Mortgage File
   B                   Custodial Account Letter Agreement
   C                   Escrow Account Letter Agreement
   D                   Form of Assignment, Assumption and Recognition Agreement
   E                   Form of Trial Balance
   F                   [reserved]
   G                   Request for Release of Documents and Receipt
   H                   Company's Underwriting Guidelines
   I                   Form of Term Sheet


                                       iv
(page)

      This is a  Purchase,  Warranties  and  Servicing  Agreement,  dated as of
January  1,  2004  and  is  executed  between  EMC  MORTGAGE  CORPORATION,   as
Purchaser,  with  offices  located  at Mac Arthur  Ridge II,  909 Hidden  Ridge
Drive,  Suite  200,  Irving,  Texas  75038  (the  "Purchaser"),   and  HomeBanc
Mortgage  Corporation,  with  its  executive  offices  located  at 2002  Summit
Boulevard, Suite 100, Atlanta, GA 30319 (the "Company").

                             W I T N E S S E T H :

      WHEREAS,  the  Purchaser  has  heretofore  agreed  to  purchase  from the
Company and the Company has heretofore  agreed to sell to the  Purchaser,  from
time to time, certain Mortgage Loans on a servicing retained basis;

      WHEREAS,  each of the  Mortgage  Loans is secured by a mortgage,  deed of
trust or other  security  instrument  creating  a first  lien on a  residential
dwelling located in the  jurisdiction  indicated on the Mortgage Loan Schedule,
which is annexed to the related Term Sheet; and

      WHEREAS,   the   Purchaser   and  the  Company  wish  to  prescribe   the
representations  and  warranties  of the Company with respect to itself and the
Mortgage  Loans and the  management,  servicing  and  control  of the  Mortgage
Loans;

      NOW,  THEREFORE,  in consideration of the mutual  agreements  hereinafter
set forth,  and for other good and  valuable  consideration,  the  receipt  and
adequacy of which is hereby  acknowledged,  the Purchaser and the Company agree
as follows:

(page)

                                   ARTICLE I

                                  DEFINITIONS

      Section 1.01  Defined Terms.

      Whenever  used  in this  Agreement,  the  following  words  and  phrases,
unless  the  context  otherwise  requires,  shall  have the  following  meaning
specified in this Article:

      Accepted  Servicing  Practices:  With respect to any Mortgage Loan, those
mortgage  servicing  practices  (including  collection  procedures)  of prudent
mortgage  banking  institutions  which service  mortgage loans of the same type
as  such  Mortgage  Loan  in  the  jurisdiction  where  the  related  Mortgaged
Property  is located,  and which are in  accordance  with Fannie Mae  servicing
practices  and  procedures,  for MBS pool  mortgages,  as defined in the Fannie
Mae Guides including future updates.

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

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

      Appraised  Value:  With  respect  to any  Mortgaged  Property,  the value
thereof as determined by an appraisal  made for the  originator of the Mortgage
Loan at the time of  origination  of the Mortgage  Loan by an appraiser who met
the  requirements  of the Company and Fannie Mae, or as determined by use of an
AVM,  provided,  however,  that the use of an AVM shall be permitted  only upon
the  presentation  by  the  Company  to the  Purchaser  of an  approval  letter
acceptable to the  Purchaser  from each of the Rating  Agencies,  which letters
shall  state that use of an AVM shall have no  adverse  effect in any  material
respect   on  the   interests   of  any   certificateholder   of  the   related
securitization.

      Assignment:   An  individual  assignment  of  the  Mortgage,   notice  of
transfer or equivalent  instrument,  in recordable  form,  sufficient under the
laws of the jurisdiction  wherein the related Mortgaged  Property is located to
reflect of record the sale or transfer of the Mortgage Loan.

      BIF:  The Bank Insurance Fund, or any successor thereto.

      Business  Day:  Any day other than:  (i) a Saturday or Sunday,  or (ii) a
legal  holiday  in the  State of New York or  Georgia,  or (iii) a day on which
banks in the State of New York or Georgia are  authorized  or  obligated by law
or executive order to be closed.

(page)

      Closing Date:  With respect to any Mortgage  Loan, the date stated on the
related Term Sheet.

      Code:       The Internal  Revenue Code of 1986, or any successor  statute
thereto.

      Company:  HomeBanc Mortgage  Corporation their successors in interest and
assigns, as permitted by this Agreement.

      Company's  Officer's  Certificate:  A certificate  signed by the Chairman
of the Board,  President,  any Vice  President or Treasurer of Company  stating
the date by which  Company  expects to receive any missing  documents  sent for
recording from the applicable recording office.

      Condemnation  Proceeds:  All  awards  or  settlements  in  respect  of  a
Mortgaged  Property,  whether  permanent or  temporary,  partial or entire,  by
exercise  of the power of  eminent  domain or  condemnation,  to the extent not
required  to be released to a  Mortgagor  in  accordance  with the terms of the
related Mortgage Loan Documents.

      Confirmation:  The trade  confirmation  letter  between the Purchaser and
the Company which relates to the Mortgage Loans.

      Co-op Lease:  With  respect to a Co-op Loan,  the lease with respect to a
dwelling unit  occupied by the  Mortgagor  and relating to the stock  allocated
to the related dwelling unit.

      Co-op  Loan:  A Mortgage  Loan  secured by the pledge of stock  allocated
to a dwelling  unit in a  residential  cooperative  housing  corporation  and a
collateral assignment of the related Co-op Lease.

      Current Appraised Value:      With  respect  to any  Mortgaged  Property,
the value  thereof as  determined  by an appraisal  made for the Company (by an
appraiser who met the  requirements  of the Company and Fannie Mae), or through
the use of an AVM, at the request of a Mortgagor  for the purpose of  canceling
a Primary  Mortgage  Insurance  Policy in accordance  with  federal,  state and
local laws and  regulations  or otherwise made at the request of the Company or
Mortgagor.

      Current LTV:      The  ratio  of  the  Stated  Principal   Balance  of  a
Mortgage Loan to the Current Appraised Value of the Mortgaged Property.

      Custodial  Account:  Each  separate  demand  account or accounts  created
and  maintained  pursuant  to  Section  4.04  which  shall  be  entitled  "HBMC
Custodial  Account,  in  trust  for the  Purchaser,  Owner of  Adjustable  Rate
Mortgage  Loans" and shall be established in an Eligible  Account,  in the name
of the Person that is the  "Purchaser"  with  respect to the  related  Mortgage
Loans.

      Custodian:  With respect to any Mortgage  Loan,  the entity stated on the
related  Term Sheet,  and its  successors  and assigns,  as  custodian  for the
Purchaser.


                                       3
(page)

      Cut-off Date:  With respect to any Mortgage  Loan, the date stated on the
related Term Sheet.

      Determination  Date:  The  15th  day  (or  if  such  15th  day  is  not a
Business  Day,  the Business Day  immediately  preceding  such 15th day) of the
month of the related Remittance Date.

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

      Due Period:  With respect to any Remittance  Date, the period  commencing
on the  second day of the month  preceding  the month of such  Remittance  Date
and ending on the first day of the month of the Remittance Date.

      Eligible  Account:  An account  established  and  maintained:  (i) within
FDIC  insured  accounts  created,  maintained  and  monitored by the Company so
that  all  funds  deposited  therein  are  fully  insured,  or  (ii) as a trust
account with the  corporate  trust  department of a depository  institution  or
trust company  organized  under the laws of the United States of America or any
one of the states  thereof or the District of Columbia  which is not affiliated
with the  Company  (or any  sub-servicer)  or (iii) with an entity  which is an
institution  whose  deposits  are  insured  by  the  FDIC,  the  unsecured  and
uncollateralized  long-term  debt  obligations  of which shall be rated "A2" or
higher by  Standard  & Poor's  and "A" or higher by Fitch,  Inc.  or one of the
two highest  short-term  ratings by any applicable Rating Agency,  and which is
either (a) a federal savings  association duly organized,  validly existing and
in good  standing  under the federal  banking  laws,  (b) an  institution  duly
organized,  validly existing and in good standing under the applicable  banking
laws of any  state,  (c) a  national  banking  association  under  the  federal
banking  laws,  or (d) a principal  subsidiary  of a bank holding  company,  or
(iv) if  ownership  of the  Mortgage  Loans is  evidenced  by  mortgaged-backed
securities,  the equivalent  required  ratings of each Rating Agency,  and held
such that the  rights of the  Purchaser  and the  owner of the  Mortgage  Loans
shall be fully  protected  against the claims of any  creditors  of the Company
(or any  sub-servicer)  and of any creditors or  depositors of the  institution
in which such  account is  maintained  or (v) in a separate  non-trust  account
without  FDIC or other  insurance  in an  Eligible  Institution.  In the  event
that a Custodial  Account is established  pursuant to clause (iii), (iv) or (v)
of the  preceding  sentence,  the  Company  shall  provide the  Purchaser  with
written  notice on the Business Day following the date on which the  applicable
institution fails to meet the applicable ratings requirements.

      Eligible  Institution:  An institution  having (i) the highest short-term
debt rating,  and one of the two highest  long-term debt ratings of each Rating
Agency; or (ii) with respect to any Custodial Account,  an unsecured  long-term
debt  rating  of at  least  one of the two  highest  unsecured  long-term  debt
ratings of each Rating Agency.


                                      4
(page)

      Equity  Take-Out  Refinanced  Mortgage  Loan: A Refinanced  Mortgage Loan
the proceeds of which were in excess of the  outstanding  principal  balance of
the existing mortgage loan as defined in the Fannie Mae Guide(s).

      Escrow  Account:  Each  separate  trust  account or accounts  created and
maintained  pursuant  to Section  4.06 which  shall be  entitled  "HBMC  Escrow
Account,  in trust for the Purchaser,  Owner of Adjustable Rate Mortgage Loans,
and various  Mortgagors"  and shall be established in an Eligible  Account,  in
the name of the Person  that is the  "Purchaser"  with  respect to the  related
Mortgage Loans.

      Escrow  Payments:   With  respect  to  any  Mortgage  Loan,  the  amounts
constituting  ground  rents,  taxes,  assessments,  water  rates,  sewer rents,
municipal  charges,  mortgage  insurance  premiums,  fire and hazard  insurance
premiums,  condominium  charges, and any other payments required to be escrowed
by the  Mortgagor  with the  mortgagee  pursuant  to the  Mortgage or any other
document.

      Event  of  Default:   Any  one  of  the   conditions   or   circumstances
enumerated in Section 9.01.

      Fannie Mae: The Federal National Mortgage  Association,  or any successor
thereto.

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

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

      FHLMC:  The Federal  Home Loan  Mortgage  Corporation,  or any  successor
thereto.

      FHLMC  Guide:  The  FHLMC  Single  Family  Seller/Servicer  Guide and all
amendments or additions thereto.

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

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

      GAAP:  Generally accepted accounting principles, consistently applied.

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

      Index:  With respect to any  adjustable  rate  Mortgage  Loan,  the index
identified  on the  Mortgage  Loan  Schedule  and  set  forth  in  the  related
Mortgage Note for the purpose of calculating the interest rate thereon.


                                      5
(page)

      Initial Rate Cap: As  to  each  adjustable  rate  Mortgage  Loan,   where
applicable,  the maximum increase or decrease in the Mortgage  Interest Rate on
the first Adjustment Date.

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

      Interest   Only   Mortgage   Loan:   A   Mortgage   Loan  for   which  an
interest-only  payment  feature is allowed during the period prior to the first
Adjustment Date.

      Lender  Paid   Mortgage   Insurance   Rate:   The  Lender  Paid  Mortgage
Insurance Rate shall be a rate per annum equal to the  percentage  shown on the
Mortgage Loan Schedule.

      Lender Primary Mortgage Insurance Policy:   Any Primary Mortgage
Insurance Policy for which premiums are paid by the Company.

      Lifetime  Rate  Cap:  As to  each  adjustable  rate  Mortgage  Loan,  the
maximum Mortgage Interest Rate over the term of such Mortgage Loan.

      Liquidation  Proceeds:  Cash received in connection  with the liquidation
of a defaulted  Mortgage Loan,  whether  through the sale or assignment of such
Mortgage Loan, trustee's sale, foreclosure sale or otherwise.

      Loan-to-Value  Ratio or LTV:  With  respect  to any  Mortgage  Loan,  the
ratio of the original  outstanding  principal  amount of the Mortgage  Loan, to
(i) the Appraised Value of the Mortgaged  Property as of the  Origination  Date
with  respect  to a  Refinanced  Mortgage  Loan,  and  (ii) the  lesser  of the
Appraised  Value of the Mortgaged  Property as of the  Origination  Date or the
purchase  price of the Mortgaged  Property  with respect to all other  Mortgage
Loans.

      Margin:  With respect to each  adjustable  rate Mortgage  Loan, the fixed
percentage  amount set forth in each  related  Mortgage  Note which is added to
the Index in order to determine  the related  Mortgage  Interest  Rate,  as set
forth in the Mortgage Loan Schedule.

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

      MERS:  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:  Any  Mortgage  Loan  registered  with  MERS on the
MERS(R) System.


                                      6
(page)

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

      MIN:  The Mortgage Identification Number for any MERS Mortgage Loan.

      MOM Loan:  Any  Mortgage  Loan as to which  MERS is acting as  mortgagee,
solely as nominee for the  originator of such Mortgage Loan and its  successors
and assigns.

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

      Monthly  Payment:   The  scheduled   monthly  payment  of  principal  and
interest  on a  Mortgage  Loan,  or in the case of an  Interest  Only  Mortgage
Loan,   payments  of  (i)  interest,   or  (ii)  principal  and  interest,   if
applicable,  on a  Mortgage  Loan which is  payable  by a  Mortgagor  under the
related Mortgage Note.

      Mortgage:  The  mortgage,  deed of trust or other  instrument  securing a
Mortgage  Note which  creates a first lien on an  unsubordinated  estate in fee
simple in real property securing the Mortgage Note.

      Mortgage  File:  The  mortgage  documents   pertaining  to  a  particular
Mortgage  Loan  which are  specified  in  Exhibit A hereto  and any  additional
documents  required  to  be  added  to  the  Mortgage  File  pursuant  to  this
Agreement.

      Mortgage  Impairment  Insurance Policy: A mortgage  impairment or blanket
hazard insurance policy as required by Section 4.11.

      Mortgage  Interest  Rate:  The annual rate at which  interest  accrues on
any Mortgage  Loan,  which may be adjusted  from time to time for an adjustable
rate Mortgage Loan, in accordance  with the provisions of the related  Mortgage
Note.

      Mortgage  Loan:  An  individual  mortgage  loan  which is the  subject of
this  Agreement,  each  Mortgage  Loan  originally  sold  and  subject  to this
Agreement  being  identified  on the  Mortgage  Loan  Schedule  attached to the
related  Term Sheet,  which  Mortgage  Loan  includes  without  limitation  the
Mortgage  File,  the  Monthly  Payments,  Principal  Prepayments,   Liquidation
Proceeds,   Condemnation   Proceeds,   Insurance   Proceeds,   REO  Disposition
Proceeds,  and all other rights,  benefits,  proceeds and  obligations  arising
from  or  in  connection  with  such  Mortgage  Loan,   excluding  replaced  or
repurchased mortgage loans.

      Mortgage Loan Documents:  The documents listed in Exhibit A.


                                      7
(page)

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

      Mortgage  Loan  Schedule:  The schedule of Mortgage  Loans annexed to the
related Term Sheet,  such  schedule  setting  forth the  following  information
with respect to each Mortgage Loan in the related Mortgage Loan Package:

      (1)   the Company's Mortgage Loan identifying number;

      (2)   the Mortgagor's first and last name;

      (3)   the street  address of the Mortgaged  Property  including the city,
state and zip code;

      (4)   a   code   indicating    whether   the   Mortgaged    Property   is
owner-occupied, a second home or an investor property;

      (5)   the  type  of  residential  property   constituting  the  Mortgaged
Property;

      (6)   the original months to maturity of the Mortgage Loan;

      (7)   the  remaining  months to maturity  from the related  Cut-off Date,
based on the original  amortization  schedule and, if  different,  the maturity
expressed in the same manner but based on the actual amortization schedule;

      (8)   the Sales Price, if applicable,  Appraised Value and  Loan-to-Value
Ratio, at origination;

      (9)   the  Mortgage  Interest  Rate  as of  origination  and  as  of  the
related  Cut-off Date;  with respect to each adjustable rate Mortgage Loan, the
initial  Adjustment  Date, the next Adjustment Date  immediately  following the
related  Cut-off  Date,  the Index,  the Margin,  the Initial Rate Cap, if any,
Periodic Rate Cap, if any,  minimum  Mortgage  Interest Rate under the terms of
the Mortgage Note and the Lifetime Rate Cap;

      (10)  the Origination Date of the Mortgage Loan;

      (11)  the stated maturity date;

      (12)  the amount of the Monthly Payment at origination;

      (13)  the amount of the Monthly Payment as of the related  Cut-off Date;


                                      8
(page)

      (14)  the original principal amount of the Mortgage Loan;

      (15)  the scheduled Stated  Principal  Balance of the Mortgage Loan as of
the  close  of  business  on the  related  Cut-off  Date,  after  deduction  of
payments of  principal  due on or before the related  Cut-off  Date  whether or
not collected;

      (16)  a  code   indicating  the  purpose  of  the  Mortgage  Loan  (i.e.,
purchase, rate and term refinance, equity take-out refinance);

      (17) a code indicating the documentation  style (i.e. full,  alternative,
etc.);

      (18)  the number of times during the twelve (12) month  period  preceding
the related  Closing Date that any Monthly  Payment has been received after the
month of its scheduled due date;

      (19)  the date on which the first payment is or was due;

      (20)  a code  indicating  whether or not the Mortgage Loan is the subject
            of a  Primary  Mortgage  Insurance  Policy  and  the  name  of  the
            related insurance carrier;

      (21)  a code  indicating  whether or not the  Mortgage  Loan is currently
convertible and the conversion spread;

      (22)  the last Due Date on which a Monthly  Payment was actually  applied
to the unpaid principal balance of the Mortgage Loan.

      (23)  product type (i.e. fixed, adjustable, 3/1, 5/1, etc.);

      (24)  credit score and/or mortgage score, if applicable;

      (25)  a  code  indicating   whether  or  not  the  Mortgage  Loan  has  a
            prepayment penalty and if so, the amount and term thereof;

      (26)  the Current  Appraised  Value of the Mortgage Loan and Current LTV,
if applicable;

      (27)  a code  indicating  whether the  Mortgage  Loan is a MERS  Mortgage
Loan and the MERS number, if applicable; and

      (28)  a code  indicating  whether or not the Mortgage Loan is the subject
of a Lender  Primary  Mortgage  Insurance  Policy  and the name of the  related
insurance carrier and the Lender Paid Mortgage Insurance Rate;


                                      9
(page)

      With respect to the Mortgage  Loans in the  aggregate,  the Mortgage Loan
Schedule  attached  to the  related  Term Sheet  shall set forth the  following
information, as of the related Cut-off Date:

      (1)   the number of Mortgage Loans;

      (2)   the  current  aggregate   outstanding   principal  balance  of  the
Mortgage Loans;

      (3)   the  weighted  average  Mortgage  Interest  Rate  of  the  Mortgage
Loans;

      (4)   the weighted average maturity of the Mortgage Loans; and

      (5)   the weighted average months to next Adjustment Date;

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

      Mortgaged  Property:  The underlying real property securing  repayment of
a Mortgage  Note,  consisting  of a single  parcel of real estate or contiguous
parcels  of real  estate  bearing  one  legal  description  and tax  assessment
number and  considered  to be real estate  under the laws of the state in which
such real property is located which may include  condominium  units and planned
unit  developments,  improved  by a  residential  dwelling;  except  that  with
respect  to  real  property  located  in  jurisdictions  in  which  the  use of
leasehold estates for residential  properties is a widely-accepted  practice, a
leasehold  estate  of the  Mortgage,  the term of  which is equal to or  longer
than the term of the Mortgage.

      Mortgagor:  The obligor on a Mortgage Note.

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

      Nonrecoverable  Advance:  Any  advance  previously  made  by the  Company
pursuant to Section  5.03 or any  Servicing  Advance  which,  in the good faith
judgment  of the  Company,  may not be  ultimately  recoverable  by the Company
from  Liquidation  Proceeds  or  otherwise.  The  determination  by the Company
that it has made a Nonrecoverable  Advance,  shall be evidenced by an Officer's
Certificate of the Company  delivered to the Purchaser and the Master  Servicer
and detailing the reasons for such determination.

      OCC:  Office of the  Comptroller  of the  Currency,  its  successors  and
assigns.

      Officers'  Certificate:  A  certificate  signed  by the  Chairman  of the
Board, the Vice Chairman of the Board,  the President,  a Senior Vice President
or a  Vice  President  or by  the  Treasurer  or  the  Secretary  or one of the
Assistant  Treasurers or Assistant  Secretaries  of the Company,  and delivered
to the Purchaser as required by this Agreement.


                                      10
(page)

      Opinion  of  Counsel:  A  written  opinion  of  counsel,  who  may  be an
employee  of  the  party  on  behalf  of  whom  the  opinion  is  being  given,
reasonably acceptable to the Purchaser.

      Origination  Date:  The date on which a Mortgage Loan funded,  which date
shall not, in connection  with a Refinanced  Mortgage  Loan, be the date of the
funding  of the debt  being  refinanced,  but  rather  the  closing of the debt
currently outstanding under the terms of the Mortgage Loan Documents.

      OTS:  Office of Thrift Supervision, its successors and assigns.

      Periodic  Rate  Cap:  As to  each  adjustable  rate  Mortgage  Loan,  the
maximum  increase or decrease in the Mortgage  Interest Rate on any  Adjustment
Date, as set forth in the related  Mortgage Note and the related  Mortgage Loan
Schedule.

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

            (i)   direct  obligations of, and obligations  fully  guaranteed by
            the United  States of America or any agency or  instrumentality  of
            the United  States of America the  obligations  of which are backed
            by the full faith and credit of the United States of America;

            (ii)  (a)  demand  or time  deposits,  federal  funds  or  bankers'
            acceptances  issued by any depository  institution or trust company
            incorporated  under the laws of the  United  States of  America  or
            any state thereof and subject to  supervision  and  examination  by
            federal  and/or  state  banking  authorities,   provided  that  the
            commercial  paper and/or the  short-term  deposit rating and/or the
            long-term   unsecured   debt   obligations   or  deposits  of  such
            depository  institution  or  trust  company  at the  time  of  such
            investment   or   contractual   commitment   providing   for   such
            investment  are rated in one of the two highest  rating  categories
            by each Rating  Agency and (b) any other  demand or time deposit or
            certificate of deposit that is fully insured by the FDIC;

            (iii)  repurchase  obligations  with a term  not to  exceed  thirty
            (30)  days  and  with  respect  to (a) any  security  described  in
            clause (i) above and  entered  into with a  depository  institution
            or  trust  company  (acting  as  principal)   described  in  clause
            (ii)(a) above;


                                      11
(page)

            (iv)  securities  bearing  interest or sold at a discount issued by
            any  corporation  incorporated  under the laws of the United States
            of  America or any state  thereof  that are rated in one of the two
            highest  rating  categories  by each  Rating  Agency at the time of
            such  investment  or  contractual  commitment  providing  for  such
            investment;  provided,  however,  that  securities  issued  by  any
            particular  corporation  will not be Permitted  Investments  to the
            extent that  investments  therein  will cause the then  outstanding
            principal  amount  of  securities  issued by such  corporation  and
            held  as  Permitted  Investments  to  exceed  10% of the  aggregate
            outstanding  principal  balances of all of the  Mortgage  Loans and
            Permitted Investments;

            (v)   commercial   paper   (including   both   non-interest-bearing
            discount  obligations and  interest-bearing  obligations payable on
            demand  or on a  specified  date not more  than one year  after the
            date  of  issuance  thereof)  which  are  rated  in one of the  two
            highest  rating  categories  by each  Rating  Agency at the time of
            such investment;

            (vi) any other demand,  money market or time  deposit,  obligation,
            security or  investment  as may be acceptable to each Rating Agency
            as evidenced in writing by each Rating Agency; and

            (vii) any money market funds the  collateral  of which  consists of
            obligations  fully  guaranteed  by the United  States of America or
            any agency or  instrumentality  of the United States of America the
            obligations  of which are  backed by the full  faith and  credit of
            the  United  States  of  America  (which  may  include   repurchase
            obligations  secured by  collateral  described  in clause  (i)) and
            other  securities  and which money market funds are rated in one of
            the two highest rating categories by each Rating Agency.

provided,  however,  that  no  instrument  or  security  shall  be a  Permitted
Investment  if such  instrument  or security  evidences a right to receive only
interest  payments with respect to the  obligations  underlying such instrument
or if such  security  provides for payment of both  principal and interest with
a yield to  maturity  in excess of 120% of the yield to  maturity  at par or if
such investment or security is purchased at a price greater than par.

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

      Prepayment  Interest  Shortfall:  With  respect to any  Remittance  Date,
for each  Mortgage Loan that was the subject of a Principal  Prepayment  during
the related  Prepayment  Period,  an amount  equal to the excess of one month's
interest  at the  applicable  Mortgage  Loan  Remittance  Rate on the amount of
such  Principal  Prepayment  over  the  amount  of  interest  (adjusted  to the
Mortgage Loan  Remittance  Rate)  actually paid by the related  Mortgagor  with
respect to such Prepayment Period.


                                      12
(page)

      Prepayment Period:      With  respect  to  any   Remittance   Date,   the
calendar month preceding the month in which such Remittance Date occurs.

      Primary  Mortgage  Insurance  Policy:  Each  primary  policy of  mortgage
insurance  represented  to be in effect  pursuant to Section  3.02(hh),  or any
replacement policy therefor obtained by the Company pursuant to Section 4.08.

      Prime Rate:  The prime rate  announced  to be in effect from time to time
as  published  as the  average  rate  in the  Wall  Street  Journal  (Northeast
Edition).

      Principal  Prepayment:  Any payment or other  recovery of  principal on a
Mortgage  Loan full or partial  which is received  in advance of its  scheduled
Due Date,  including  any  prepayment  penalty or premium  thereon and which is
not accompanied by an amount of interest  representing  scheduled  interest due
on any  date or  dates  in any  month  or  months  subsequent  to the  month of
prepayment.

      Purchase Price:  As defined in Section 2.02.

      Purchaser:  EMC  Mortgage  Corporation,  its  successors  in interest and
assigns.

      Qualified  Appraiser:  An appraiser,  duly appointed by the Company,  who
had no interest,  direct or indirect in the  Mortgaged  Property or in any loan
made on the security  thereof,  and whose  compensation  is not affected by the
approval or  disapproval  of the  Mortgage  Loan,  and such  appraiser  and the
appraisal made by such appraiser both satisfy the  requirements  of Title XI of
FIRREA and the  regulations  promulgated  thereunder  and the  requirements  of
Fannie Mae, all as in effect on the date the Mortgage Loan was originated.

      Qualified  Insurer:  An insurance  company  duly  qualified as such under
the laws of the states in which the  Mortgaged  Properties  are  located,  duly
authorized  and  licensed in such states to transact the  applicable  insurance
business  and to write  the  insurance  provided,  approved  as an  insurer  by
Fannie Mae or FHLMC.

      Rating  Agency:  Standard  & Poor's,  Fitch,  Inc.  or, in the event that
some  or  all  of  the  ownership  of  the  Mortgage   Loans  is  evidenced  by
mortgage-backed  securities,  the nationally recognized rating agencies issuing
ratings with respect to such securities, if any.

      Refinanced   Mortgage   Loan:  A  Mortgage  Loan  which  was  made  to  a
Mortgagor who owned the Mortgaged  Property  prior to the  origination  of such
Mortgage  Loan and the  proceeds of which were used in whole or part to satisfy
an existing mortgage.

      REMIC:  A "real  estate  mortgage  investment  conduit,"  as such term is
defined in Section 860D of the Code.


                                      13
(page)

      REMIC Provisions:  The provisions of the federal income tax law
relating to REMICs, which appear at Sections 860A through 860G of the Code,
and the related provisions and regulations promulgated thereunder, as the
foregoing may be in effect from time to time.

      Remittance  Date:  The 18th day of any  month,  beginning  with the First
Remittance  Date,  or if  such  18th  day  is not a  Business  Day,  the  first
Business Day immediately preceding such 18th day.

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

      REO Disposition  Proceeds:  Amounts received by the Company in connection
with a related REO Disposition.

      REO  Property:  A  Mortgaged  Property  acquired by the Company on behalf
of the Purchaser as described in Section 4.13.

      Repurchase  Price:  With respect to any  Mortgage  Loan, a price equal to
(i) the  product of the greater of 100% or the  percentage  of par as stated in
the Confirmation  multiplied by the Stated  Principal  Balance of such Mortgage
Loan on the repurchase date, plus (ii) interest on such  outstanding  principal
balance at the Mortgage Loan  Remittance  Rate from the last date through which
interest  has been  paid and  distributed  to the  Purchaser  to the end of the
month of repurchase,  plus,  (iii) third party expenses  incurred in connection
with  the  transfer  of the  Mortgage  Loan  being  repurchased;  less  amounts
received  or advanced in respect of such  repurchased  Mortgage  Loan which are
being  held  in  the  Custodial  Account  for  distribution  in  the  month  of
repurchase.

      SAIF:  The Savings Association Insurance Fund, or any successor thereto.

      Servicing  Advances:  All  customary,  reasonable  and necessary  "out of
pocket"  costs  and  expenses   (including   reasonable   attorneys'  fees  and
disbursements)  incurred in the  performance  by the  Company of its  servicing
obligations,  including,  but not limited to, the cost of (a) the preservation,
restoration  and  protection of the Mortgaged  Property,  (b) any  enforcement,
administrative   or  judicial   proceedings,   or  any  legal  work  or  advice
specifically  related  to  servicing  the  Mortgage  Loans,  including  but not
limited  to,   foreclosures,   bankruptcies,   condemnations,   drug  seizures,
elections,  foreclosures  by  subordinate  or superior  lienholders,  and other
legal  actions  incidental  to the  servicing of the Mortgage  Loans  (provided
that such expenses are reasonable  and that the Company  specifies the Mortgage
Loan(s) to which such expenses relate and, upon Purchaser's  request,  provides
documentation   supporting   such  expense   (which   documentation   would  be
acceptable  to Fannie  Mae),  and provided  further that any such  enforcement,
administrative  or  judicial  proceeding  does not arise out of a breach of any
representation,  warranty  or  covenant  of the  Company  hereunder),  (c)  the
management  and  liquidation  of  the  Mortgaged   Property  if  the  Mortgaged
Property is  acquired  in full or partial  satisfaction  of the  Mortgage,  (d)
taxes,  assessments,  water rates,  sewer rates and other  charges which are or
may become a lien upon the Mortgaged  Property,  and Primary Mortgage Insurance
Policy  premiums  and fire and  hazard  insurance  coverage,  (e) any  expenses
reasonably  sustained  by the Company with  respect to the  liquidation  of the
Mortgaged  Property  in  accordance  with the terms of this  Agreement  and (f)
compliance with the obligations under Section 4.08.


                                      14
(page)

      Servicing  Fee:  With respect to each  Mortgage  Loan,  the amount of the
annual fee the Purchaser  shall pay to the Company,  which shall,  for a period
of one  full  month,  be  equal  to  one-twelfth  of  the  product  of (a)  the
Servicing Fee Rate and (b) the outstanding  principal  balance of such Mortgage
Loan.  Such fee shall be  payable  monthly,  computed  on the basis of the same
principal  amount and period  respecting  which any related interest payment on
a  Mortgage  Loan is  computed.  The  obligation  of the  Purchaser  to pay the
Servicing  Fee is limited to, and the  Servicing  Fee is payable  solely  from,
the interest  portion of such Monthly Payment  collected by the Company,  or as
otherwise  provided  under Section 4.05 and in  accordance  with the Fannie Mae
Guide(s).

      Servicing Fee Rate:  As set forth in the Term Sheet.

      Servicing  File:  With respect to each Mortgage  Loan,  the file retained
by  the  Company,  which  may  be in  electronic  media  so  long  as  original
documents  are  not  required  for  purposes  of   realization  of  Liquidation
Proceeds,   REO  Disposition  Proceeds,   Condemnation  Proceeds  or  Insurance
Proceeds,  consisting  of all  documents  in the  Mortgage  File  which are not
delivered to the Purchaser and the Mortgage  Loan  Documents  listed in Exhibit
A, the  originals of such Mortgage  Loan  Documents  which are delivered to the
Purchaser or its designee pursuant to Section 2.04.

      Servicing   Officer:   Any  officer  of  the  Company   involved  in,  or
responsible for, the  administration  and servicing of the Mortgage Loans whose
name  appears on a list of servicing  officers  furnished by the Company to the
Purchaser upon request, as such list may from time to time be amended.

      Stated  Principal  Balance:  As to each  Mortgage  Loan as of any date of
determination,  (i) the principal  balance of such Mortgage Loan at the Cut-off
Date after giving  effect to payments of principal  due on or before such date,
whether or not received,  minus (ii) all amounts previously  distributed to the
Purchaser  with  respect  to  the  Mortgage  Loan   representing   payments  or
recoveries of principal or advances in lieu thereof.

      Subservicer:  Any subservicer  which is  subservicing  the Mortgage Loans
pursuant  to  a  Subservicing   Agreement.   Any  subservicer  shall  meet  the
qualifications set forth in Section 4.01.

      Subservicing   Agreement:   An  agreement   between  the  Company  and  a
Subservicer, if any, for the servicing of the Mortgage Loans.

      Term Sheet:  A  supplemental  agreement  in the form  attached  hereto as
Exhibit  I which  shall  be  executed  and  delivered  by the  Company  and the
Purchaser to provide for the sale and  servicing  pursuant to the terms of this
Agreement of the Mortgage  Loans listed on Schedule I attached  thereto,  which
supplemental  agreement shall contain certain specific  information relating to
such  sale  of  such  Mortgage  Loans  and  may  contain  additional  covenants
relating to such sale of such Mortgage Loans.


                                      15
(page)

                                  ARTICLE II

           PURCHASE OF MORTGAGE LOANS; SERVICING OF MORTGAGE LOANS;
                RECORD TITLE AND POSSESSION OF MORTGAGE FILES;
                    BOOKS AND RECORDS; CUSTODIAL AGREEMENT;
                      DELIVERY OF MORTGAGE LOAN DOCUMENTS

      Section 2.01      Agreement to Purchase.

      The  Company  agrees to sell and the  Purchaser  agrees to  purchase  the
Mortgage  Loans having an  aggregate  Stated  Principal  Balance on the related
Cut-off  Date set forth in the related  Term Sheet in an amount as set forth in
the  Confirmation,  or in such other amount as agreed by the  Purchaser and the
Company as evidenced by the actual aggregate  Stated  Principal  Balance of the
Mortgage  Loans  accepted by the Purchaser on the related  Closing  Date,  with
servicing  retained  by the  Company.  The  Company  shall  deliver the related
Mortgage  Loan  Schedule  attached to the related  Term Sheet for the  Mortgage
Loans to be  purchased on the related  Closing  Date to the  Purchaser at least
two (2) Business  Days prior to the related  Closing Date.  The Mortgage  Loans
shall be sold pursuant to this  Agreement,  and the related Term Sheet shall be
executed and delivered on the related Closing Date.

      Section 2.02      Purchase Price.

      The Purchase  Price for each  Mortgage  Loan shall be the  percentage  of
par  as  stated  in  the  Confirmation   (subject  to  adjustment  as  provided
therein),  multiplied  by the  Stated  Principal  Balance,  as of  the  related
Cut-off  Date,  of the  Mortgage  Loan  listed  on the  related  Mortgage  Loan
Schedule  attached to the related Term Sheet,  after  application  of scheduled
payments of  principal  due on or before the related  Cut-off  Date  whether or
not collected.

      In addition to the  Purchase  Price as  described  above,  the  Purchaser
shall  pay  to  the  Company,  at  closing,  accrued  interest  on  the  Stated
Principal  Balance of each Mortgage Loan as of the related  Cut-off Date at the
Mortgage Loan  Remittance  Rate of each Mortgage Loan from the related  Cut-off
Date through the day prior to the related Closing Date, inclusive.

      The Purchase  Price plus accrued  interest as set forth in the  preceding
paragraph  shall  be paid on the  related  Closing  Date  by wire  transfer  of
immediately available funds.


                                      16
(page)

       Purchaser  shall be entitled to (1) all  scheduled  principal  due after
the related  Cut-off Date, (2) all other  recoveries of principal  collected on
or after the  related  Cut-off  Date  (provided,  however,  that all  scheduled
payments of principal  due on or before the related  Cut-off Date and collected
by the Company or any successor  servicer after the related  Cut-off Date shall
belong to the  Company),  and (3) all  payments  of  interest  on the  Mortgage
Loans  net of  applicable  Servicing  Fees  (minus  that  portion  of any  such
payment  which is allocable to the period prior to the related  Cut-off  Date).
The  outstanding  principal  balance of each  Mortgage  Loan as of the  related
Cut-off Date is determined  after  application  of payments of principal due on
or before the related  Cut-off Date  whether or not  collected,  together  with
any unscheduled  principal  prepayments  collected prior to the related Cut-off
Date;  provided,  however,  that  payments of scheduled  principal and interest
prepaid  for a Due Date beyond the  related  Cut-off  Date shall not be applied
to  the  principal  balance  as of  the  related  Cut-off  Date.  Such  prepaid
amounts  shall be the  property of the  Purchaser.  The Company  shall  deposit
any  such  prepaid  amounts  into  the  Custodial  Account,  which  account  is
established  for the benefit of the Purchaser for subsequent  remittance by the
Company to the Purchaser.

      Section 2.03      Servicing of Mortgage Loans.

      Simultaneously  with the execution  and delivery of each Term Sheet,  the
Company  does hereby  agree to directly  service the  Mortgage  Loans listed on
the related  Mortgage Loan Schedule  attached to the related Term Sheet subject
to the terms of this  Agreement  and the related Term Sheet.  The rights of the
Purchaser  to receive  payments  with  respect to the  related  Mortgage  Loans
shall be as set forth in this Agreement.

      Section 2.04      Record Title and Possession of Mortgage
Files; Maintenance of Servicing Files.

      As  of  the  related   Closing  Date,  the  Company  sold,   transferred,
assigned,  set over and conveyed to the Purchaser,  without  recourse,  and the
Company  hereby  acknowledges  that the Purchaser has, but subject to the terms
of this  Agreement  and the  related  Term  Sheet,  all the  right,  title  and
interest of the Company in and to the  Mortgage  Loans.  Company  will  deliver
the Mortgage Files to the Custodian  designated by Purchaser,  on or before the
related  Closing  Date,  at the  expense  of the  Company.  The  Company  shall
maintain a Servicing  File,  which shall  contain all  documents  necessary  to
service the  Mortgage  Loans.  The  possession  of each  Servicing  File by the
Company is at the will of the  Purchaser,  for the sole  purpose  of  servicing
the related  Mortgage  Loan,  and such  retention and possession by the Company
is  in  a  custodial   capacity  only.  From  the  related  Closing  Date,  the
ownership of each Mortgage  Loan,  including the Mortgage  Note,  the Mortgage,
the contents of the related  Mortgage File and all rights,  benefits,  proceeds
and obligations arising therefrom or in connection  therewith,  has been vested
in the  Purchaser.  All rights  arising out of the  Mortgage  Loans  including,
but not limited to, all funds  received on or in  connection  with the Mortgage
Loans  and  all  records  or  documents  with  respect  to the  Mortgage  Loans
prepared  by or  which  come  into  the  possession  of the  Company  shall  be
received  and held by the Company in trust for the benefit of the  Purchaser as
the owner of the Mortgage  Loans.  Any portion of the Mortgage  Files  retained
by the Company shall be  appropriately  identified  in the  Company's  computer
system  to  clearly  reflect  the  ownership  of  the  Mortgage  Loans  by  the
Purchaser.  The  Company  shall  release  its  custody of the  contents  of the
Mortgage Files only in accordance  with written  instructions of the Purchaser,
except when such release is required as incidental  to the Company's  servicing
of the Mortgage  Loans or is in  connection  with a repurchase  of any Mortgage
Loan or Loans with respect  thereto  pursuant to this Agreement and the related
Term Sheet, such written instructions shall not be required.


                                      17
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      Section 2.05       Books and Records.

      The  sale of each  Mortgage  Loan  has been  reflected  on the  Company's
balance  sheet  and  other  financial  statements  as a sale of  assets  by the
Company.   The  Company  shall  be  responsible  for  maintaining,   and  shall
maintain,  a complete  set of books and  records  for the  Mortgage  Loans that
shall be appropriately  identified in the Company's  computer system to clearly
reflect the ownership of the Mortgage  Loan by the  Purchaser.  In  particular,
the Company shall maintain in its  possession,  available for inspection by the
Purchaser,  or its designee  and shall  deliver to the  Purchaser  upon demand,
evidence  of  compliance  with all  federal,  state and local  laws,  rules and
regulations,   and   requirements  of  Fannie  Mae  or  FHLMC,  as  applicable,
including  but  not  limited  to   documentation  as  to  the  method  used  in
determining  the   applicability  of  the  provisions  of  the  Flood  Disaster
Protection Act of 1973, as amended,  to the Mortgaged  Property,  documentation
evidencing  insurance  coverage  of any  condominium  project  as  required  by
Fannie Mae or FHLMC,  and  periodic  inspection  reports as required by Section
4.13.  To the extent that  original  documents are not required for purposes of
realization  of   Liquidation   Proceeds  or  Insurance   Proceeds,   documents
maintained by the Company may be in the form of microfilm or microfiche.

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

      In addition to the  foregoing,  Company shall provide to any  supervisory
agents or examiners  that  regulate  Purchaser,  including  but not limited to,
the OTS, the FDIC and other similar  entities,  access,  during normal business
hours,  upon  reasonable  advance  notice  to  Company  and  without  charge to
Company  or  such  supervisory  agents  or  examiners,   to  any  documentation
regarding the Mortgage Loans that may be required by any applicable regulator.

      Section 2.06.     Transfer of Mortgage Loans.


                                      18
(page)

      The  Company  shall keep at its  servicing  office  books and  records in
which,  subject  to  such  reasonable  regulations  as it  may  prescribe,  the
Company  shall note  transfers  of  Mortgage  Loans.  No transfer of a Mortgage
Loan  may be  made  unless  such  transfer  is in  compliance  with  the  terms
hereof.  For the  purposes of this  Agreement,  the  Company  shall be under no
obligation  to deal with any  person  with  respect  to this  Agreement  or any
Mortgage  Loan unless a notice of the transfer of such  Mortgage  Loan has been
delivered  to the Company in  accordance  with this  Section 2.06 and the books
and  records  of the  Company  show such  person  as the owner of the  Mortgage
Loan.  The  Purchaser  may,  subject to the terms of this  Agreement,  sell and
transfer  one or  more of the  Mortgage  Loans,  provided,  however,  that  the
transferee  will not be deemed to be a  Purchaser  hereunder  binding  upon the
Company  unless  such  transferee  shall  agree in  writing  to be bound by the
terms of this  Agreement  and an  original  counterpart  of the  instrument  of
transfer in an Assignment  and Assumption of this  Agreement  substantially  in
the form of  Exhibit  D hereto  executed  by the  transferee  shall  have  been
delivered to the Company.  The  Purchaser  also shall advise the Company of the
transfer.  Upon receipt of notice of the  transfer,  the Company shall mark its
books and  records to  reflect  the  ownership  of the  Mortgage  Loans of such
assignee,  and the previous  Purchaser  shall be released from its  obligations
hereunder with respect to the Mortgage Loans sold or transferred.

      Section 2.07      Delivery of Mortgage Loan Documents.

            The  Company  shall  deliver and  release to the  Purchaser  or its
designee  the Mortgage  Loan  Documents  in  accordance  with the terms of this
Agreement and the related Term Sheet.  The  documents  enumerated as items (1),
(2),  (3),  (4),  (5), (6), (7), (8), (9) and (16) in Exhibit A hereto shall be
delivered  by the Company to the  Purchaser or its designee no later than three
(3)  Business  Days prior to the  related  Closing  Date  pursuant  to a bailee
letter  agreement.  All other documents in Exhibit A hereto,  together with all
other  documents  executed in  connection  with the Mortgage  Loan that Company
may have in its  possession,  shall be retained by the Company in trust for the
Purchaser.  If the Company cannot deliver the original  recorded  Mortgage Loan
Documents  or the  original  policy of title  insurance,  including  riders and
endorsements   thereto,  on  the  related  Closing  Date,  the  Company  shall,
promptly  upon  receipt  thereof  and in any case not  later  than one  hundred
twenty  (120)  days  from the  related  Closing  Date,  deliver  such  original
documents,  including  original  recorded  documents,  to the  Purchaser or its
designee  (unless the  Company is delayed in making such  delivery by reason of
the fact that such  documents  shall not have been returned by the  appropriate
recording  office).  If delivery  is not  completed  within one hundred  twenty
(120) days solely due to delays in making  such  delivery by reason of the fact
that such documents shall not have been returned by the  appropriate  recording
office,  Company shall  deliver such  document to  Purchaser,  or its designee,
within such time period as  specified  in a  Company's  Officer's  Certificate.
In the event that  documents  have not been  received by the date  specified in
the  Company's  Officer's   Certificate,   a  subsequent   Company's  Officer's
Certificate  shall be delivered by such date  specified in the prior  Company's
Officer's  Certificate,  stating a revised  date for receipt of  documentation.
The  procedure  shall be repeated  until the  documents  have been received and
delivered.  If delivery is not completed  within one hundred  eighty (180) days
solely due to delays in making  such  delivery  by reason of the fact that such
documents  shall not have been returned by the  appropriate  recording  office,
the Company shall  continue to use its best efforts to effect  delivery as soon
as possible  thereafter,  provided that if such  documents are not delivered by
the 270th day from the date of the related  Closing  Date,  the  Company  shall
repurchase the related  Mortgage  Loans at the  Repurchase  Price in accordance
with Section 3.03 hereof.


                                      19
(page)

      For each  Mortgage  Loan that is not a MERS  Mortgage  Loan,  the Company
shall pay all initial  recording  fees, if any, for the assignments of mortgage
and any other fees in  connection  with the transfer of all original  documents
to the Purchaser or its designee.  Company shall prepare,  in recordable  form,
all  assignments  of  mortgage  necessary  to  assign  the  Mortgage  Loans  to
Purchaser,  or its  designee.  Company shall be  responsible  for recording the
assignments of mortgage.

      In addition,  in  connection  with the  assignment  of any MERS Mortgage
Loan, the Company agrees that it will cause,  at its own expense,  the MERS(R)
System to indicate that such Mortgage  Loans have been assigned by the Company
to the Purchaser in accordance  with this Agreement by including (or deleting,
in the case of Mortgage Loans which are  repurchased  in accordance  with this
Agreement)  in such  computer  files the  information  required by the MERS(R)
System to identify the Purchaser of such Mortgage  Loans.  The Company further
agrees that it will not alter the  information  referenced  in this  paragraph
with respect to any Mortgage Loan during the term of this Agreement unless and
until such Mortgage Loan is repurchased  in accordance  with the terms of this
Agreement.

      Company  shall  provide an  original or  duplicate  original of the title
insurance  policy to  Purchaser  or its designee no later than ninety (90) days
of  the  receipt  of the  recorded  documents  from  the  applicable  recording
office.

      Any review by the  Purchaser,  or its  designee,  of the  Mortgage  Files
shall in no way alter or reduce the Company's obligations hereunder.

      If the  Purchaser or its designee  discovers any defect with respect to a
Mortgage  File,  the  Purchaser  shall,  or shall cause its  designee  to, give
written  specification  of such defect to the Company which may be given in the
exception  report  or the  certification  delivered  pursuant  to this  Section
2.07,  or otherwise in writing and the Company  shall cure or  repurchase  such
Mortgage Loan in accordance with Section 3.03.

      The Company shall  forward to the  Purchaser,  or its designee,  original
documents  evidencing an assumption,  modification,  consolidation or extension
of any  Mortgage  Loan  entered  into in  accordance  with Section 4.01 or 6.01
within one week of their execution;  provided,  however, that the Company shall
provide the  Purchaser,  or its  designee,  with a  certified  true copy of any
such document submitted for recordation  within one week of its execution,  and
shall  provide the  original of any document  submitted  for  recordation  or a
copy  of  such  document  certified  to be a  true  and  complete  copy  of the
original within sixty (60) days of its submission for recordation.


                                      20
(page)

      From  time  to  time  the  Company  may  have a need  for  Mortgage  Loan
Documents to be released  from  Purchaser,  or its designee.  Purchaser  shall,
or shall cause its designee,  upon the written  request of the Company,  within
ten (10) Business  Days,  deliver to the Company,  any requested  documentation
previously  delivered to Purchaser as part of the Mortgage File,  provided that
such  documentation is promptly  returned to Purchaser,  or its designee,  when
the Company no longer  requires  possession of the document,  and provided that
during  the time  that  any such  documentation  is held by the  Company,  such
possession  is in trust for the benefit of Purchaser.  Company shall  indemnify
Purchaser,  and its  designee,  from and against  any and all  losses,  claims,
damages,  penalties,  fines,  forfeitures,  costs and expenses (including court
costs and reasonable  attorney's  fees)  resulting from or related to the loss,
damage, or misplacement of any  documentation  delivered to Company pursuant to
this paragraph.

      Section 2.08      Quality Control Procedures.

      The  Company  must  have  an  internal   quality   control  program  that
verifies,  on a  regular  basis,  the  existence  and  accuracy  of  the  legal
documents,   credit   documents,    property   appraisals,   and   underwriting
decisions.  The  program  must be  capable of  evaluating  and  monitoring  the
overall  quality of its loan production and servicing  activities.  The program
is  to  ensure  that  the  Mortgage   Loans  are  originated  and  serviced  in
accordance with prudent mortgage banking  practices and accounting  principles;
guard  against  dishonest,  fraudulent,  or negligent  acts;  and guard against
errors and omissions by officers, employees, or other authorized persons.

      Section  2.09  Near-term   Principal   Prepayments;   Near  Term  Payment
            Defaults

           In  the  event  any  Principal  Prepayment  in  full  is  made  by a
Mortgagor  on or prior to three  months  after the related  Closing  Date,  the
Company  shall remit to the  Purchaser an amount  equal to the excess,  if any,
of the Purchase  Price  Percentage  over par  multiplied  by the amount of such
Principal  Prepayment.  Such  remittance  shall  be  made  by  the  Company  to
Purchaser  no later  than the third  Business  Day  following  receipt  of such
Principal Prepayment by the Company.

           In the  event  either  of the  first  three  (3)  scheduled  Monthly
Payments  which are due under any Mortgage Loan after the related  Cut-off Date
are not made  during the month in which such  Monthly  Payments  are due,  then
not  later  than  five  (5)  Business  Days  after  notice  to the  Company  by
Purchaser  (and at  Purchaser's  sole option),  the Company,  shall  repurchase
such  Mortgage Loan from the Purchaser  pursuant to the  repurchase  provisions
contained in this Subsection 3.03.


                                      21
(page)

      Section 2.10      Modification    of    Obligations.    Purchaser    may,
without any notice to Company,  extend,  compromise,  renew,  release,  change,
modify,  adjust  or  alter,  by  operation  of  law  or  otherwise,  any of the
obligations  of the  Mortgagors  or other  persons  obligated  under a Mortgage
Loan without  releasing  or  otherwise  affecting  the  obligations  of Company
under this  Agreement,  or with respect to such  Mortgage  Loan,  except to the
extent  Purchaser's  extension,   compromise,  release,  change,  modification,
adjustment,  or alteration  affects  Company's  ability to collect the Mortgage
Loan or realize on the  security of the  Mortgage,  but then only to the extent
such action has such effect or reduces the Servicing Fee.


                                      22
(page)

                                  ARTICLE III

                       REPRESENTATIONS AND WARRANTIES OF
               THE COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS

      Section 3.01      Representations and Warranties of the Company.

      The Company  represents,  warrants and covenants to the  Purchaser  that,
as of the  related  Closing  Date  or as of  such  date  specifically  provided
herein:

      (a)   The Company is a  corporation,  duly  organized,  validly  existing
and in good  standing  under  the  laws of the  State of  Delaware  and has all
licenses  necessary  to carry out its business as now being  conducted,  and is
licensed and qualified to transact  business in and is in good  standing  under
the  laws of each  state in which  any  Mortgaged  Property  is  located  or is
otherwise  exempt under  applicable law from such licensing or qualification or
is otherwise  not required  under  applicable  law to effect such  licensing or
qualification  and no demand for such licensing or qualification  has been made
upon such  Company  by any such  state,  and in any event  such  Company  is in
compliance  with the laws of any such state to the extent  necessary  to ensure
the  enforceability  of each  Mortgage  Loan and the  servicing of the Mortgage
Loans in accordance with the terms of this Agreement;

      (b) The  Company  has the full  power and  authority  and legal  right to
hold,  transfer and convey each  Mortgage  Loan, to sell each Mortgage Loan and
to  execute,  deliver  and  perform,  and to  enter  into  and  consummate  all
transactions  contemplated  by this Agreement and the related Term Sheet and to
conduct  its  business  as  presently   conducted,   has  duly  authorized  the
execution,  delivery and  performance  of this  Agreement  and the related Term
Sheet and any agreements  contemplated  hereby, has duly executed and delivered
this  Agreement  and the related Term Sheet,  and any  agreements  contemplated
hereby,  and this  Agreement and the related Term Sheet and each  Assignment to
the  Purchaser and any  agreements  contemplated  hereby,  constitutes a legal,
valid  and  binding  obligation  of  the  Company,  enforceable  against  it in
accordance with its terms,  and all requisite  corporate  action has been taken
by the  Company  to make this  Agreement  and the  related  Term  Sheet and all
agreements   contemplated   hereby  valid  and  binding  upon  the  Company  in
accordance with their terms;

      (c)  Neither  the  execution  and  delivery  of  this  Agreement  and the
related Term Sheet,  nor the  origination  or purchase of the Mortgage Loans by
the  Company,   the  sale  of  the  Mortgage  Loans  to  the   Purchaser,   the
consummation of the  transactions  contemplated  hereby,  or the fulfillment of
or compliance  with the terms and  conditions of this Agreement and the related
Term Sheet will  conflict  with any of the terms,  conditions  or provisions of
the  Company's  charter or by-laws or  materially  conflict with or result in a
material  breach of any of the terms,  conditions  or  provisions  of any legal
restriction  or any  agreement  or  instrument  to which the  Company  is now a
party or by which  it is  bound,  or  constitute  a  default  or  result  in an
acceleration  under any of the foregoing,  or result in the material  violation
of any law, rule,  regulation,  order,  judgment or decree to which the Company
or its  properties  are  subject,  or impair the  ability of the  Purchaser  to
realize on the Mortgage Loans.


                                      23
(page)

      (d) There is no litigation,  suit,  proceeding or  investigation  pending
or,  to the best of  Company's  knowledge,  threatened,  or any order or decree
outstanding,  with respect to the Company which,  either in any one instance or
in the  aggregate,  is reasonably  likely to have a material  adverse effect on
the  sale of the  Mortgage  Loans,  the  execution,  delivery,  performance  or
enforceability  of this  Agreement  and the  related  Term  Sheet,  or which is
reasonably   likely  to  have  a  material  adverse  effect  on  the  financial
condition of the Company.

      (e)  No  consent,  approval,  authorization  or  order  of any  court  or
governmental  agency  or  body is  required  for the  execution,  delivery  and
performance  by  the  Company  of  or  compliance  by  the  Company  with  this
Agreement  or the related  Term Sheet,  or the sale of the  Mortgage  Loans and
delivery of the  Mortgage  Files to the  Purchaser or the  consummation  of the
transactions  contemplated by this Agreement or the related Term Sheet,  except
for consents, approvals, authorizations and orders which have been obtained;

      (f)  The   consummation   of  the   transactions   contemplated  by  this
Agreement or the related  Term Sheet is in the  ordinary  course of business of
the Company and Company,  and the transfer,  assignment  and  conveyance of the
Mortgage  Notes and the Mortgages by the Company  pursuant to this Agreement or
the  related  Term  Sheet  are not  subject  to bulk  transfer  or any  similar
statutory provisions in effect in any applicable jurisdiction;

      (g) The  origination  and  servicing  practices  used by the  Company and
any prior  originator  or  servicer  with  respect  to each  Mortgage  Note and
Mortgage  have  been  legal  and  in  accordance   with   applicable  laws  and
regulations  and the Mortgage  Loan  Documents,  and in all  material  respects
proper and prudent in the mortgage  origination  and servicing  business.  Each
Mortgage  Loan  has  been  serviced  in all  material  respects  with  Accepted
Servicing  Practices.  With respect to escrow  deposits  and payments  that the
Company,  on behalf of an investor,  is entitled to collect,  all such payments
are in the  possession  of, or under the  control  of, the  Company,  and there
exist  no   deficiencies   in   connection   therewith   for  which   customary
arrangements  for  repayment  thereof have not been made.  All escrow  payments
have been  collected  in full  compliance  with state and  federal  law and the
provisions  of the  related  Mortgage  Note and  Mortgage.  As to any  Mortgage
Loan that is the  subject of an escrow,  escrow of funds is not  prohibited  by
applicable  law and has been  established  in an amount  sufficient  to pay for
every  escrowed  item that remains  unpaid and has been assessed but is not yet
due and  payable.  No escrow  deposits or other  charges or payments  due under
the  Mortgage  Note have been  capitalized  under any  Mortgage  or the related
Mortgage Note;


                                      24
(page)

      (h)   The Company has no  knowledge  of any  circumstances  or  condition
with respect to the  Mortgage,  the  Mortgaged  Property,  the Mortgagor or the
Mortgagor's  credit  standing  that  could  reasonably  be  expected  to  cause
investors  to regard the Mortgage  Loan as an  unacceptable  investment,  cause
such  Mortgage Loan to become  delinquent or adversely  affect the value or the
marketability  of the  Mortgage  Loan.  The Company did not select the Mortgage
Loans sold to Purchaser  based on any adverse  selection  of mortgage  loans in
its portfolio that met  Purchaser's  purchase  parameters for this  transaction
(as such  parameters  are set  forth in the  Confirmation),  including  without
limitation,  the  location or  condition  of the  Mortgaged  Property,  payment
pattern of the  borrower  or any other  factor  that may  adversely  affect the
expected cost of  foreclosing,  owning or holding the Mortgage Loans or related
Mortgaged  Property or collecting the insurance or guarantee  proceeds  related
thereto;

      (i)   The  Company  will  treat  the  sale of the  Mortgage  Loans to the
Purchaser as a sale for  reporting and  accounting  purposes and, to the extent
appropriate, for federal income tax purposes;

      (j)   Company is an  approved  seller/servicer  of  residential  mortgage
loans for Fannie  Mae,  FHLMC and HUD,  with such  facilities,  procedures  and
personnel  necessary  for the  sound  servicing  of such  mortgage  loans.  The
Company  is duly  qualified,  licensed,  registered  and  otherwise  authorized
under all  applicable  federal,  state  and local  laws,  and  regulations,  if
applicable,  and is in good  standing  to sell  mortgage  loans to and  service
mortgage  loans for Fannie Mae and FHLMC and no event has occurred  which would
make  Company  unable to comply with  eligibility  requirements  or which would
require notification to either Fannie Mae or FHLMC;

      (k)   The  Company  does  not  believe,  nor  does it have  any  cause or
reason to believe,  that it cannot  perform each and every  covenant  contained
in this  Agreement  or the related  Term Sheet.  The Company is solvent and the
sale of the  Mortgage  Loans will not cause the  Company  to become  insolvent.
The sale of the  Mortgage  Loans is not  undertaken  with the intent to hinder,
delay or defraud any of the Company's creditors;

      (l)   No  statement,  tape,  diskette,  form,  report  or other  document
prepared  by,  or on behalf  of,  Company  pursuant  to this  Agreement  or the
related  Term  Sheet  or  in  connection  with  the  transactions  contemplated
hereby,  contains or will,  as of the date such  documentation  is delivered by
the  Company,   contain  any  statement  that  is  or  will  be  inaccurate  or
misleading in any material respect;

      (m)   The  Company   acknowledges  and  agrees  that  the  Servicing  Fee
represents  reasonable  compensation  for performing such services and that the
entire  Servicing Fee shall be treated by the Company,  for  accounting and tax
purposes,   as  compensation  for  the  servicing  and  administration  of  the
Mortgage  Loans  pursuant to this  Agreement.  In the  opinion of Company,  the
consideration  received  by  Company  upon  the sale of the  Mortgage  Loans to
Purchaser  under this  Agreement  and the related Term Sheet  constitutes  fair
consideration for the Mortgage Loans under current market conditions.


                                      25
(page)

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

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

      Section 3.02      Representations and Warranties as to
                        Individual Mortgage Loans.

      References  in this  Section to  percentages  of Mortgage  Loans refer in
each case to the percentage of the aggregate  Stated  Principal  Balance of the
Mortgage  Loans  as of the  related  Cut-off  Date,  based  on the  outstanding
Stated  Principal  Balances of the  Mortgage  Loans as of the  related  Cut-off
Date,  and giving effect to scheduled  Monthly  Payments due on or prior to the
related  Cut-off Date,  whether or not received.  References to  percentages of
Mortgaged  Properties  refer,  in each case,  to the  percentages  of  expected
aggregate Stated Principal  Balances of the related Mortgage Loans  (determined
as described in the preceding  sentence).  The Company  hereby  represents  and
warrants  to the  Purchaser,  as to  each  Mortgage  Loan,  as of  the  related
Closing Date as follows:

       (a) The  information  set forth in the Mortgage Loan  Schedule  attached
to the  related  Term  Sheet is true,  complete  and  correct  in all  material
respects as of the related Cut-Off Date;

      (b)   The Mortgage  creates a valid,  subsisting  and  enforceable  first
lien or a first  priority  ownership  interest  in an estate  in fee  simple in
real  property  securing the related  Mortgage  Note subject to  principles  of
equity,   bankruptcy,   insolvency  and  other  laws  of  general   application
affecting the rights of creditors;

      (c)  All  payments  due  prior  to the  related  Cut-off  Date  for  such
Mortgage  Loan have been made as of the  related  Closing  Date;  the  Mortgage
Loan has not been  dishonored;  there are no material  defaults under the terms
of the Mortgage Loan;  the Company has not advanced its own funds,  or induced,
solicited  or  knowingly  received any advance of funds from a party other than
the owner of the  Mortgaged  Property  subject  to the  Mortgage,  directly  or
indirectly,  for the payment of any amount  required by the Mortgage  Loan.  As
of the related  Closing  Date,  all of the  Mortgage  Loans will have an actual
Interest Paid to Date of their related  Cut-off  Date(or later) and will be due
for the  scheduled  monthly  payment  next  succeeding  the  Cut-off  Date  (or
later),  as evidenced by a posting to Company's  servicing  collection  system.
No payment  under any Mortgage  Loan is  delinquent  as of the related  Closing
Date nor has any  scheduled  payment  been  delinquent  at any time  during the
twelve  (12)  months  prior  to the  month of the  related  Closing  Date.  For
purposes of this  paragraph,  a Mortgage Loan will be deemed  delinquent if any
payment  due  thereunder  was  not  paid by the  Mortgagor  in the  month  such
payment was due;


                                      26
(page)

      (d)   The origination  and collection  practices used by the Company with
respect to each  Mortgage  Note and Mortgage  have been in all respects  legal,
proper,  prudent  and  customary  in the  mortgage  origination  and  servicing
industry.  The  Mortgage  Loan  has  been  serviced  by  the  Company  and  any
predecessor  servicer in accordance  with the terms of the Mortgage Note.  With
respect to escrow deposits and Escrow  Payments,  if any, all such payments are
in the  possession  of, or under the control of, the Company and there exist no
deficiencies  in connection  therewith  for which  customary  arrangements  for
repayment  thereof have not been made.  No escrow  deposits or Escrow  Payments
or other  charges or payments due the Company have been  capitalized  under any
Mortgage or the  related  Mortgage  Note and no such escrow  deposits or Escrow
Payments  are being held by the Company  for any work on a  Mortgaged  Property
which has not been completed;

      (e) The  terms  of the  Mortgage  Note  and the  Mortgage  have  not been
impaired,  waived,  altered  or  modified  in any  respect,  except by  written
instruments  which have been  recorded  to the extent any such  recordation  is
required by law, or,  necessary to protect the  interest of the  Purchaser.  No
instrument of waiver,  alteration or  modification  has been executed except in
connection with a modification  agreement and which  modification  agreement is
part of the Mortgage  File and the terms of which are  reflected in the related
Mortgage  Loan  Schedule,  and no Mortgagor has been  released,  in whole or in
part,   from  the  terms  thereof  except  in  connection  with  an  assumption
agreement and which  assumption  agreement is part of the Mortgage File and the
terms of which  are  reflected  in the  related  Mortgage  Loan  Schedule;  the
substance of any such waiver,  alteration or modification  has been approved by
the issuer of any related Primary  Mortgage  Insurance  Policy,  Lender Primary
Mortgage  Insurance Policy and title insurance  policy,  to the extent required
by the related policies;

      (f) The  Mortgage  Note and the  Mortgage are not subject to any right of
rescission,  set-off,  counterclaim or defense, including,  without limitation,
the  defense  of  usury,  nor will  the  operation  of any of the  terms of the
Mortgage  Note  or the  Mortgage,  or the  exercise  of any  right  thereunder,
render the Mortgage  Note or Mortgage  unenforceable,  in whole or in part,  or
subject  to  any  right  of  rescission,   set-off,  counterclaim  or  defense,
including  the  defense  of usury,  and no such right of  rescission,  set-off,
counterclaim or defense has been asserted with respect  thereto;  and as of the
related  Closing  Date the  Mortgagor  was not a debtor in any state or federal
bankruptcy or insolvency proceeding;


                                      27
(page)

      (g) All  buildings or other  customarily  insured  improvements  upon the
Mortgaged  Property are insured by an insurer  acceptable  under the Fannie Mae
or FHLMC Guides,  against loss by fire,  hazards of extended  coverage and such
other  hazards as are provided  for in the Fannie Mae or FHLMC  Guide,  as well
as all  additional  requirements  set forth in Section 4.10 of this  Agreement.
All such  standard  hazard  policies are in full force and effect and contain a
standard  mortgagee  clause  naming the Company and its  successors in interest
and assigns as loss payee and such  clause is still in effect and all  premiums
due thereon have been paid. If required by the Flood  Disaster  Protection  Act
of 1973, as amended,  the Mortgage Loan is covered by a flood insurance  policy
meeting the  requirements  of the current  guidelines of the Federal  Insurance
Administration  which policy conforms to Fannie Mae or FHLMC  requirements  and
was issued by an  insurer  acceptable  to Fannie  Mae or FHLMC,  as well as all
additional  requirements  set  forth in  Section  4.10 of this  Agreement.  The
Mortgage  obligates the Mortgagor  thereunder to maintain all such insurance at
the  Mortgagor's  cost and expense,  and on the  Mortgagor's  failure to do so,
authorizes  the  holder of the  Mortgage  to  maintain  such  insurance  at the
Mortgagor's  cost  and  expense  and to seek  reimbursement  therefor  from the
Mortgagor.  Neither the Company  (nor any prior  originator  or servicer of any
of the  Mortgage  Loans) nor any  Mortgagor  has engaged in any act or omission
which has  impaired  or would  impair  the  coverage  of any such  policy,  the
benefits of the  endorsement  provided for herein,  or the validity and binding
effect of either;

      (h)  Any  and  all  requirements  of any  federal,  state  or  local  law
including,   without   limitation,   usury,   truth-in-lending,   real   estate
settlement  procedures,  consumer credit  protection,  equal credit opportunity
or disclosure  laws  applicable to the Mortgage Loan have been complied with in
all material  respects;  none of the Mortgage  Loans are  classified as a (a) a
"high cost" loan under the Home Ownership and Equity  Protection Act of 1994 or
(b)  a  "high  cost",   "threshold",   or  "predatory"  loan  under  any  other
applicable  state,  federal  or local law;  the  Company  maintains,  and shall
maintain,  evidence  of  such  compliance  as  required  by  applicable  law or
regulation  and shall  make  such  evidence  available  for  inspection  at the
Company's office during normal business hours upon reasonable advance notice;

      (i) The Mortgage has not been  satisfied,  canceled or  subordinated,  in
whole  or in  part,  or  rescinded,  and the  Mortgaged  Property  has not been
released  from  the  lien of the  Mortgage,  in  whole  or in part  nor has any
instrument  been  executed  that would effect any such  release,  cancellation,
subordination  or  rescission.  The Company has not waived the  performance  by
the  Mortgagor  of any  action,  if the  Mortgagor's  failure to  perform  such
action  would cause the  Mortgage  Loan to be in  default,  nor has the Company
waived any default resulting from any action or inaction by the Mortgagor;


                                      28
(page)

      (j)   The  Mortgage is a valid,  subsisting,  enforceable  and  perfected
first  lien  on  the  Mortgaged  Property,   including  all  buildings  on  the
Mortgaged   Property  and  all   installations   and  mechanical,   electrical,
plumbing,  heating and air conditioning systems affixed to such buildings,  and
all additions,  alterations and  replacements  made at any time with respect to
the foregoing  securing the Mortgage Note's original  principal balance subject
to  principles  of  equity,  bankruptcy,  insolvency  and other laws of general
application  affecting the rights of  creditors.  The Mortgage and the Mortgage
Note do not contain any  evidence of any  security  interest or other  interest
or right  thereto.  Such lien is free and clear of all  adverse  claims,  liens
and  encumbrances  having priority over the first lien of the Mortgage  subject
only  to (1)  the  lien of  non-delinquent  current  real  property  taxes  and
assessments   not  yet  due  and  payable,   (2)   covenants,   conditions  and
restrictions,  rights of way,  easements and other matters of the public record
as  of  the  date  of  recording  which  are  acceptable  to  mortgage  lending
institutions  generally  and either (A) which are  referred to in the  lender's
title insurance policy  delivered to the originator or otherwise  considered in
the appraisal  made for the  originator  of the Mortgage  Loan, or (B) which do
not adversely  affect the  residential  use or Appraised Value of the Mortgaged
Property as set forth in such  appraisal,  and (3) other  matters to which like
properties are commonly  subject which do not  individually or in the aggregate
materially  interfere  with  the  benefits  of  the  security  intended  to  be
provided by the Mortgage or the use,  enjoyment,  value or marketability of the
related  Mortgaged  Property.  Any  security  agreement,  chattel  mortgage  or
equivalent  document  related to and delivered in connection  with the Mortgage
Loan  establishes  and creates a valid,  subsisting,  enforceable and perfected
first lien and first  priority  security  interest  on the  property  described
therein,  and the  Company  has the full  right to sell and  assign the same to
the Purchaser;

      (k)  The  Mortgage  Note  and  the  related  Mortgage  are  original  and
genuine  and each is the  legal,  valid  and  binding  obligation  of the maker
thereof,  enforceable  in all respects in accordance  with its terms subject to
principles  of  equity,  bankruptcy,  insolvency  and  other  laws  of  general
application  affecting the rights of  creditors,  and the Company has taken all
action  necessary to transfer such rights of  enforceability  to the Purchaser.
All parties to the Mortgage  Note and the  Mortgage  had the legal  capacity to
enter into the Mortgage  Loan and to execute and deliver the Mortgage  Note and
the  Mortgage.  The Mortgage Loan  Documents are on forms  acceptable to Fannie
Mae and  FHLMC.  The  Mortgage  Note  and  the  Mortgage  have  been  duly  and
properly   executed   by   such   parties.   No   fraud,    error,    omission,
misrepresentation,   negligence  or  similar   occurrence  with  respect  to  a
Mortgage Loan has taken place on the part of Company or the  Mortgagor,  or, to
the  best of  Company's  knowledge,  information  and  belief,  and  after  due
inquiry,  on the  part  of any  other  party  involved  in the  origination  or
servicing of the  Mortgage  Loan.  The proceeds of the Mortgage  Loan have been
fully  disbursed and there is no requirement  for future  advances  thereunder,
and any and all  requirements  as to  completion  of any  on-site  or  off-site
improvements  and as to  disbursements  of any escrow funds  therefor have been
complied  with.  All costs,  fees and  expenses  incurred  in making or closing
the  Mortgage  Loan  and the  recording  of the  Mortgage  were  paid,  and the
Mortgagor  is not  entitled to any refund of any amounts  paid or due under the
Mortgage Note or Mortgage;


                                      29
(page)

      (l) The  Company is the sole owner and  holder of the  Mortgage  Loan and
the  indebtedness  evidenced  by  the  Mortgage  Note.  Upon  the  sale  of the
Mortgage  Loan to the  Purchaser,  the Company will retain the Mortgage File or
any part  thereof with respect  thereto not  delivered to the  Purchaser or the
Purchaser's   designee  in  trust  only  for  the  purpose  of  servicing   and
supervising  the  servicing  of the  Mortgage  Loan.  Immediately  prior to the
transfer and  assignment to the  Purchaser,  the Mortgage  Loan,  including the
Mortgage  Note and the  Mortgage,  were not subject to an  assignment,  sale or
pledge  to any  person  other  than  Purchaser,  and the  Company  had good and
marketable  title  to and was the sole  owner  thereof  and had  full  right to
transfer  and sell the  Mortgage  Loan to the  Purchaser  free and clear of any
encumbrance,  equity, lien, pledge,  charge, claim or security interest and has
the full right and  authority  subject to no interest or  participation  of, or
agreement  with,  any  other  party,  to sell  and  assign  the  Mortgage  Loan
pursuant to this  Agreement and following  the sale of the Mortgage  Loan,  the
Purchaser  will own such  Mortgage  Loan  free  and  clear of any  encumbrance,
equity,  participation  interest,  lien,  pledge,  charge,  claim  or  security
interest.  The Company  intends to  relinquish  all rights to possess,  control
and  monitor the  Mortgage  Loan,  except for the  purposes  of  servicing  the
Mortgage  Loan as set  forth  in this  Agreement.  After  the  related  Closing
Date,  the Company  will not have any right to modify or alter the terms of the
sale of the  Mortgage  Loan and the  Company  will not have any  obligation  or
right to  repurchase  the Mortgage Loan or substitute  another  Mortgage  Loan,
except  as  provided  in  this  Agreement,  or as  otherwise  agreed  to by the
Company and the Purchaser;

      (m) Each  Mortgage Loan is covered by an ALTA  lender's  title  insurance
policy or other  generally  acceptable  form of policy or insurance  acceptable
to Fannie Mae or FHLMC (including  adjustable rate  endorsements),  issued by a
title  insurer  acceptable  to Fannie Mae or FHLMC and qualified to do business
in  the  jurisdiction  where  the  Mortgaged  Property  is  located,   insuring
(subject  to the  exceptions  contained  in  (j)(1),  (2)  and (3)  above)  the
Company,  its  successors  and assigns,  as to the first  priority  lien of the
Mortgage in the  original  principal  amount of the  Mortgage  Loan and against
any  loss  by  reason  of  the  invalidity  or  unenforceability  of  the  lien
resulting from the  provisions of the Mortgage  providing for adjustment in the
Mortgage  Interest  Rate and Monthly  Payment.  Where  required by state law or
regulation,  the  Mortgagor  has been  given  the  opportunity  to  choose  the
carrier  of  the  required   mortgage  title   insurance.   The  Company,   its
successors and assigns,  is the sole insured of such lender's  title  insurance
policy,  such title insurance  policy has been duly and validly endorsed to the
Purchaser  or  the  assignment  to the  Purchaser  of  the  Company's  interest
therein  does not  require the  consent of or  notification  to the insurer and
such lender's  title  insurance  policy is in full force and effect and will be
in  full  force  and  effect  upon  the   consummation   of  the   transactions
contemplated  by this  Agreement.  No claims have been made under such lender's
title  insurance  policy,  and no  prior  holder  or  servicer  of the  related
Mortgage,  including  the  Company,  nor any  Mortgagor,  has  done,  by act or
omission,  anything  which would  impair the  coverage of such  lender's  title
insurance policy;

      (n)  There is no  default,  breach,  violation  or event of  acceleration
existing  under the Mortgage or the related  Mortgage  Note and no event which,
with the  passage  of time or with  notice and the  expiration  of any grace or
cure period,  and to the knowledge of the Company,  would constitute a default,
breach,  violation or event permitting  acceleration;  and neither the Company,
nor any prior  mortgagee  has waived any  default,  breach,  violation or event
permitting acceleration;

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


                                      30
(page)

      (p) All  improvements  subject to the Mortgage  which were  considered in
determining  the Appraised  Value of the  Mortgaged  Property lie wholly within
the boundaries and building  restriction  lines of the Mortgaged  Property (and
wholly  within  the  project  with  respect  to  a  condominium  unit)  and  no
improvements  on adjoining  properties  encroach  upon the  Mortgaged  Property
except those which are insured against by the title  insurance  policy referred
to in clause (m) above and all  improvements  on the  property  comply with all
applicable zoning and subdivision laws and ordinances;

      (q) Each  Mortgage  Loan was  originated  by or for the Company  pursuant
to, and  conforms  with,  the  Company's  underwriting  guidelines  attached as
Exhibit H hereto.  The Mortgage Loan bears  interest at an adjustable  rate (if
applicable)  as set forth in the related  Mortgage Loan  Schedule,  and Monthly
Payments  under the Mortgage  Note are due and payable on the first day of each
month.  The  Mortgage  contains  the usual and  enforceable  provisions  of the
Company at the time of origination  for the  acceleration of the payment of the
unpaid  principal  amount  of  the  Mortgage  Loan  if  the  related  Mortgaged
Property is sold without the prior consent of the mortgagee thereunder;

      (r) The  Mortgaged  Property is not subject to any  material  damage.  At
origination  of the  Mortgage  Loan  there was not,  since  origination  of the
Mortgage  Loan  there  has not  been,  and  there  currently  is no  proceeding
pending for the total or partial  condemnation of the Mortgaged  Property.  The
Company has not received  notification  that any such proceedings are scheduled
to commence at a future date;

      (s) The related Mortgage  contains  customary and enforceable  provisions
such as to render the rights and  remedies of the holder  thereof  adequate for
the  realization  against  the  Mortgaged  Property  of  the  benefits  of  the
security  provided  thereby,   including,   (1)  in  the  case  of  a  Mortgage
designated  as a deed  of  trust,  by  trustee's  sale,  and (2)  otherwise  by
judicial  foreclosure.  There is no homestead or other  exemption  available to
the  Mortgagor  which  would  interfere  with the  right to sell the  Mortgaged
Property at a trustee's sale or the right to foreclose the Mortgage;

      (t) If the Mortgage  constitutes a deed of trust,  a trustee,  authorized
and duly  qualified if required  under  applicable law to act as such, has been
properly  designated and currently so serves and is named in the Mortgage,  and
no fees or  expenses,  except  as may be  required  by local  law,  are or will
become  payable  by the  Purchaser  to the  trustee  under  the deed of  trust,
except in connection  with a trustee's  sale or attempted sale after default by
the Mortgagor;

      (u)  The  Mortgage  File  contains  an  appraisal,  if  required,  of the
related  Mortgaged  Property signed prior to the final approval of the mortgage
loan  application by a Qualified  Appraiser,  approved by the Company,  who had
no  interest,  direct or  indirect,  in the  Mortgaged  Property or in any loan
made on the security  thereof,  and whose  compensation  is not affected by the
approval or  disapproval  of the Mortgage Loan, and the appraisal and appraiser
both  satisfy  the  requirements  of  Fannie  Mae or FHLMC  and Title XI of the
Federal  Institutions  Reform,  Recovery,  and  Enforcement Act of 1989 and the
regulations promulgated  thereunder,  all as in effect on the date the Mortgage
Loan was  originated.  The  appraisal is in a form  acceptable to Fannie Mae or
FHLMC;


                                      31
(page)

      (v) All  parties  which have had any  interest in the  Mortgage,  whether
as mortgagee,  assignee,  pledgee or otherwise,  are (or,  during the period in
which they held and disposed of such  interest,  were) (A) in  compliance  with
any  and  all  applicable  licensing  requirements  of the  laws  of the  state
wherein the  Mortgaged  Property is located,  and (B) (1)  organized  under the
laws of such state,  or (2)  qualified  to do  business  in such state,  or (3)
federal  savings  and loan  associations  or national  banks or a Federal  Home
Loan Bank or savings bank having  principal  offices in such state,  or (4) not
doing business in such state;

      (w) The  related  Mortgage  Note is not and has not been  secured  by any
collateral  except  the lien of the  corresponding  Mortgage  and the  security
interest of any applicable  security  agreement or chattel mortgage referred to
above and such collateral does not serve as security for any other obligation;

      (x) The Mortgagor has received and has executed,  where  applicable,  all
disclosure  materials  required by applicable law with respect to the making of
such mortgage loans;

      (y) The Mortgage  Loan does not contain  balloon or  "graduated  payment"
features;  No Mortgage  Loan is subject to a buydown  agreement or contains any
buydown provision;

      (z)  The  Mortgagor  is not  in  bankruptcy  and,  the  Mortgagor  is not
insolvent and the Company has no knowledge of any  circumstances  or conditions
with respect to the  Mortgage,  the  Mortgaged  Property,  the Mortgagor or the
Mortgagor's  credit  standing  that  could  reasonably  be  expected  to  cause
investors  to regard the Mortgage  Loan as an  unacceptable  investment,  cause
the Mortgage  Loan to become  delinquent,  or materially  adversely  affect the
value or marketability of the Mortgage Loan;

      (aa) Each  Mortgage  Loan bears  interest  based  upon a thirty  (30) day
month and a three  hundred and sixty (360) day year.  The  Mortgage  Loans have
an  original  term to  maturity  of not  more  than  thirty  (30)  years,  with
interest  payable  in  arrears  on the  first  day of  each  month.  As to each
adjustable  rate  Mortgage  Loan,  on  each  applicable  Adjustment  Date,  the
Mortgage  Interest  Rate will be adjusted  to equal the sum of the Index,  plus
the  applicable  Margin;  provided,  that the Mortgage  Interest  Rate, on each
applicable  Adjustment  Date,  will not  increase by more than the Initial Rate
Cap or  Periodic  Rate Cap,  as  applicable.  Over the term of each  adjustable
rate Mortgage  Loan,  the Mortgage  Interest Rate will not exceed such Mortgage
Loan's  Lifetime  Rate Cap.  Each  Mortgage  Note  requires  a monthly  payment
which is  sufficient,  during the period prior to the first  adjustment  to the
Mortgage  Interest Rate, to fully amortize the  outstanding  principal  balance
as of the  first  day of such  period  over  the  then  remaining  term of such
Mortgage  Note and to pay  interest  at the  related  Mortgage  Interest  Rate;
provided  however,  with  respect to any  Interest  Only  Mortgage  Loans,  the
Mortgage  Note allows a Monthly  Payment of  interest  only during the first 10
years  from  origination,  and after the first 10 years from  origination,  the
Mortgage   Note   requires  a  Monthly   Payment  of  principal  and  interest,
sufficient to fully amortize the  outstanding  principal  balance over the then
remaining  term of  such  Mortgage  Loan..  As to each  Mortgage  Loan,  if the
related  Mortgage  Interest  Rate  changes  on an  adjustment  date,  the  then
outstanding  principal  balance will be reamortized  over the remaining life of
such  Mortgage  Loan.  No Mortgage  Loan  contains  terms or  provisions  which
would result in negative  amortization.  None of the Mortgage  Loans  contain a
conversion  feature  which  would  cause the  Mortgage  Loan  interest  rate to
convert to a fixed  interest  rate.  None of the Mortgage  Loans are considered
agricultural loans;


                                      32
(page)

      (bb)  (INTENTIONALLY LEFT BLANK)

      (cc)  (INTENTIONALLY LEFT BLANK)

      (dd)  (INTENTIONALLY LEFT BLANK)

      (ee)  (INTENTIONALLY LEFT BLANK)

      (ff)  (INTENTIONALLY LEFT BLANK)

      (gg) (INTENTIONALLY LEFT BLANK)

      (hh)  In the event the Mortgage  Loan had an LTV at  origination  greater
than 80.00%,  the excess of the  principal  balance of the  Mortgage  Loan over
75.0% of the  Appraised  Value of the  Mortgaged  Property  with  respect  to a
Refinanced  Mortgage  Loan,  or  the  lesser  of  the  Appraised  Value  or the
purchase  price of the  Mortgaged  Property  with  respect to a purchase  money
Mortgage  Loan  was  insured  as to  payment  defaults  by a  Primary  Mortgage
Insurance  Policy  issued by a Qualified  Insurer.  No Mortgage Loan has an LTV
over 95%. All provisions of such Primary  Mortgage  Insurance  Policy have been
and are being complied with,  such policy is in full force and effect,  and all
premiums due  thereunder  have been paid. No Mortgage Loan requires  payment of
such  premiums,  in whole or in part, by the  Purchaser.  No action,  inaction,
or event has  occurred  and no state of facts known to the Company  exists that
has,  or  will  result  in  the  exclusion  from,  denial  of,  or  defense  to
coverage.  Any Mortgage  Loan subject to a Primary  Mortgage  Insurance  Policy
obligates the Mortgagor  thereunder to maintain the Primary Mortgage  Insurance
Policy,  subject to state and federal  law, and to pay all premiums and charges
in  connection  therewith.  No action has been taken or failed to be taken,  on
or  prior  to the  Closing  Date  which  has  resulted  or  will  result  in an
exclusion  from,  denial of, or defense to coverage under any Primary  Mortgage
Insurance Policy (including,  without  limitation,  any exclusions,  denials or
defenses  which would limit or reduce the  availability  of the timely  payment
of the full  amount  of the  loss  otherwise  due  thereunder  to the  insured)
whether   arising  out  of   actions,   representations,   errors,   omissions,
negligence,  or fraud of the Company or the Mortgagor,  or for any other reason
under such  coverage.  The  mortgage  interest  rate for the  Mortgage  Loan as
set forth on the related  Mortgage Loan  Schedule is net of any such  insurance
premium.  Any Mortgage  Loan  subject to a Lender  Primary  Mortgage  Insurance
Policy  obligates the Company to maintain the Lender Primary  Insurance  Policy
and to pay all premiums and charges in connection therewith;


                                      33
(page)

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

      (jj)  Unless otherwise  indicated on the Mortgage Loan Schedule,  none of
the  Mortgage  Loans are  secured by an interest  in a  leasehold  estate.  The
Mortgaged  Property is located in the state  identified in the related Mortgage
Loan  Schedule and consists of a single  parcel of real  property or contiguous
parcels  bearing  one  legal  description  and  tax  assessment  number  with a
detached  single  family  residence  erected  thereon,  or  a  townhouse,  or a
two-to-four   family  dwelling,   or  an  individual   condominium  unit  in  a
condominium  project,  or an individual unit in a planned unit development or a
de minimis planned unit development,  provided,  however,  that no residence or
dwelling  is a single  parcel of real  property  with a  manufactured  home not
affixed to a permanent  foundation,  or a mobile home. Any condominium  unit or
planned   unit   development   conforms   with   the   Company's   underwriting
guidelines.  As of the  date  of  origination,  no  portion  of  any  Mortgaged
Property is used for commercial  purposes,  and since the  Origination  Date to
the best of the Company's  knowledge,  no portion of any Mortgaged Property has
been, or currently is, used for commercial purposes;

      (kk)  Monthly  Payments  on the  Mortgage  Loan  commenced  no more  than
sixty  (60)  days  after  the  funds  were  disbursed  in  connection  with the
Mortgage  Loan.  The  Mortgage  Note is  payable on the first day of each month
in monthly  installments  of principal,  if  applicable,  and  interest,  which
installments  are  subject to change  due to the  adjustments  to the  Mortgage
Interest Rate on each  Adjustment  Date,  with interest  calculated and payable
in arrears;

      (ll)  As  of  the  Closing  Date  of  the  Mortgage  Loan,  the  Mortgage
Property was  lawfully  occupied  under  applicable  law, and all  inspections,
licenses  and  certificates  required to be made or issued with  respect to all
occupied  portions of the  Mortgaged  Property and, with respect to the use and
occupancy of the same,  including but not limited to  certificates of occupancy
and  fire  underwriting  certificates,  have  been  made or  obtained  from the
appropriate authorities;

      (mm)  There is no pending  action or  proceeding  directly  involving the
Mortgaged  Property in which  compliance  with any  environmental  law, rule or
regulation is an issue;  there is no violation of any  environmental  law, rule
or regulation with respect to the Mortgaged  Property;  and the Company has not
received any notice of any environmental  hazard on the Mortgaged  Property and
nothing  further  remains  to be done to satisfy  in full all  requirements  of
each  such law,  rule or  regulation  constituting  a  prerequisite  to use and
enjoyment of said property;


                                      34
(page)

      (nn)  The  Mortgagor  has not notified  the Company,  and the Company has
no knowledge  of any relief  requested  or allowed to the  Mortgagor  under the
Soldiers' and Sailors' Civil Relief Act of 1940;

      (oo)  No  Mortgage  Loan is a  construction  or  rehabilitation  Mortgage
Loan or was  made  to  facilitate  the  trade-in  or  exchange  of a  Mortgaged
Property;

      (pp)  The  Mortgagor  for each  Mortgage  Loan is a natural  person or an
Illinois  land trust or an inter vivos  revocable  trust  acceptable  to Fannie
Mae and/or Freddie Mac;

      (qq)  None of the Mortgage Loans are Co-op Loans;

      (rr)  With respect to each  Mortgage  Loan that has a prepayment  penalty
feature,  each such  prepayment  penalty is enforceable and will be enforced by
the  Company  and each  prepayment  penalty is  permitted  pursuant to federal,
state and local law. No Mortgage  Loan will impose a  prepayment  penalty for a
term in excess of five years from the date such Mortgage  Loan was  originated.
Except as otherwise  set forth on the Mortgage Loan  Schedule,  with respect to
each  Mortgage  Loan  that  contains  a  prepayment  penalty,  such  prepayment
penalty is at least  equal to the lesser of (A) the  maximum  amount  permitted
under  applicable  law and (B) six  months  interest  at the  related  Mortgage
Interest  Rate  on the  amount  prepaid  in  excess  of  20%  of  the  original
principal balance of such Mortgage Loan;

      (ss)  With  respect to each  Mortgage  Loan  either  (i) the fair  market
value  of the  Mortgaged  Property  securing  such  Mortgage  Loan was at least
equal to 80 percent of the original  principal  balance of such  Mortgage  Loan
at the time such  Mortgage  Loan was  originated  or (ii) (a) the Mortgage Loan
is only  secured by the  Mortgage  Property  and (b)  substantially  all of the
proceeds  of such  Mortgage  Loan were used to acquire or to improve or protect
the Mortgage  Property.  For the  purposes of the  preceding  sentence,  if the
Mortgage  Loan has been  significantly  modified  other  than as a result  of a
default or a reasonable  foreseeable  default,  the modified Mortgage Loan will
be viewed as having been originated on the date of the modification;

      (tt) The  Mortgage  Loan was  originated  by a mortgagee  approved by the
Secretary  of Housing and Urban  Development  pursuant to sections  203 and 211
of the National  Housing Act, a savings and loan  association,  a savings bank,
a commercial  bank,  credit  union,  insurance  company or similar  institution
which is supervised and examined by a federal or state authority;

      (uu) None of the Mortgage  Loans are simple  interest  Mortgage Loans and
none of the Mortgaged Properties are timeshares;

      (vv)  All of the  terms  of the  Mortgage  pertaining  to  interest  rate
adjustments,  payment adjustments and adjustments of the outstanding  principal
balance  are  enforceable,  all  such  adjustments  have  been  properly  made,
including  the mailing of required  notices,  and such  adjustments  do not and
will not  affect  the  priority  of the  Mortgage  lien.  With  respect to each
Mortgage  Loan  which has passed  its  initial  Adjustment  Date,  Company  has
performed  an audit of the  Mortgage  Loan to  determine  whether all  interest
rate  adjustments  have been made in accordance  with the terms of the Mortgage
Note and Mortgage; and


                                      35
(page)

      (ww) Each Mortgage  Note,  each Mortgage,  each  Assignment and any other
documents   required  pursuant  to  this  Agreement  to  be  delivered  to  the
Purchaser or its designee,  or its assignee for each Mortgage Loan,  have been,
on or before the  related  Closing  Date,  delivered  to the  Purchaser  or its
designee, or its assignee.

      Section 3.03      Repurchase; Substitution.

      It is understood and agreed that the  representations  and warranties set
forth in Sections  3.01 and 3.02 shall  survive the sale of the Mortgage  Loans
and  delivery  of  the  Mortgage  Loan  Documents  to  the  Purchaser,  or  its
designee,  and shall  inure to the  benefit of the  Purchaser,  notwithstanding
any  restrictive  or qualified  endorsement  on any Mortgage Note or Assignment
or the  examination,  or  lack  of  examination,  of any  Mortgage  File.  Upon
discovery  by either  the  Company or the  Purchaser  of a breach of any of the
foregoing   representations  and  warranties  which  materially  and  adversely
affects the value of the  Mortgage  Loans or the  interest of the  Purchaser in
any  Mortgage  Loan,  the party  discovering  such  breach  shall  give  prompt
written  notice to the  other.  The  Company  shall have a period of sixty (60)
days from the  earlier of its  discovery  or its  receipt of notice of any such
breach  within  which to  correct  or cure  such  breach.  The  Company  hereby
covenants  and agrees that if any such breach is not  corrected or cured within
such sixty day period,  the Company shall,  at the  Purchaser's  option and not
later than ninety (90) days of its  discovery  or its receipt of notice of such
breach,  repurchase  such  Mortgage Loan at the  Repurchase  Price or, with the
Purchaser's  prior  consent  and  at  Purchaser's  sole  option,  substitute  a
Mortgage  Loan as  provided  below.  In the event  that any such  breach  shall
involve any  representation  or warranty  set forth in Section  3.01,  and such
breach is not cured within  sixty (60) days of the earlier of either  discovery
by or notice to the Company of such breach,  all Mortgage  Loans shall,  at the
option of the  Purchaser,  be  repurchased  by the  Company  at the  Repurchase
Price.   Any  such  repurchase  shall  be  accomplished  by  wire  transfer  of
immediately  available  funds to  Purchaser  in the  amount  of the  Repurchase
Price.

      If the Company is required to  repurchase  any Mortgage  Loan pursuant to
this Section 3.03, the Company may, with the  Purchaser's  prior consent and at
Purchaser's  sole  option,  within  ninety (90) days from the  related  Closing
Date,  remove such  defective  Mortgage  Loan from the terms of this  Agreement
and  substitute  another  mortgage loan for such  defective  Mortgage  Loan, in
lieu of  repurchasing  such defective  Mortgage  Loan. Any substitute  Mortgage
Loan  is  subject  to  Purchaser  acceptability.  Any  substituted  Loans  will
comply with the  representations  and warranties set forth in this Agreement as
of the substitution date


                                      36
(page)

      The Company  shall amend the related  Mortgage  Loan  Schedule to reflect
the  withdrawal  of the  removed  Mortgage  Loan  from this  Agreement  and the
substitution  of such substitute  Mortgage Loan therefor.  Upon such amendment,
the Purchaser  shall review the Mortgage  File  delivered to it relating to the
substitute  Mortgage  Loan.  In  the  event  of  such a  substitution,  accrued
interest  on  the  substitute   Mortgage  Loan  for  the  month  in  which  the
substitution  occurs and any  Principal  Prepayments  made thereon  during such
month shall be the  property of the  Purchaser  and accrued  interest  for such
month  on the  Mortgage  Loan  for  which  the  substitution  is  made  and any
Principal  Prepayments  made thereon during such month shall be the property of
the Company.  The  principal  payment on a substitute  Mortgage Loan due on the
Due Date in the month of  substitution  shall be the  property  of the  Company
and the principal  payment on the Mortgage Loan for which the  substitution  is
made due on such date shall be the property of the Purchaser.

      It is  understood  and agreed  that the  obligation  of the  Company  set
forth in this Section 3.03 to cure,  repurchase or  substitute  for a defective
Mortgage   Loan,  and  to  indemnify   Purchaser   pursuant  to  Section  8.01,
constitute  the sole  remedies  of the  Purchaser  respecting  a breach  of the
foregoing  representations  and warranties.  If the Company fails to repurchase
or substitute  for a defective  Mortgage  Loan in accordance  with this Section
3.03,  or fails to cure a defective  Mortgage  Loan to  Purchaser's  reasonable
satisfaction  in accordance  with this Section 3.03, or to indemnify  Purchaser
pursuant to Section  8.01,  that  failure  shall be an Event of Default and the
Purchaser  shall  be  entitled  to  pursue  all  remedies   available  in  this
Agreement as a result  thereof.  No provision  of this  paragraph  shall affect
the rights of the  Purchaser  to terminate  this  Agreement  for cause,  as set
forth in Sections 10.01 and 11.01.

      Any cause of action  against  the  Company  relating to or arising out of
the breach of any  representations  and  warranties  made in Sections  3.01 and
3.02 shall  accrue as to any  Mortgage  Loan upon (i) the earlier of  discovery
of such  breach  by the  Company  or notice  thereof  by the  Purchaser  to the
Company,  (ii)  failure by the Company to cure such breach or  repurchase  such
Mortgage  Loan as  specified  above,  and (iii)  demand upon the Company by the
Purchaser for compliance with this Agreement.

      In the event that any Mortgage  Loan is held by a REMIC,  notwithstanding
any contrary  provision of this  Agreement,  with respect to any Mortgage  Loan
that is not in default or as to which no default is imminent,  no  substitution
pursuant to Subsection  3.03 shall be made after the applicable  REMIC's "start
up day" (as  defined in Section  860G(a)  (9) of the Code),  unless the Company
has  obtained an Opinion of Counsel to the effect that such  substitution  will
not (i)  result in the  imposition  of taxes on  "prohibited  transactions"  of
such REMIC (as defined in Section  860F of the Code) or  otherwise  subject the
REMIC to tax,  or (ii)  cause  the REMIC to fail to  qualify  as a REMIC at any
time.

      Section 3.04      Representations and Warranties of the Purchaser.


                                      37
(page)

      The Purchaser  represents,  warrants and  convenants to the Company that,
as of the  related  Closing  Date  or as of  such  date  specifically  provided
herein:

      (a)   The Purchaser is a corporation,  dully organized  validly  existing
and in good  standing  under the laws of the State of Delaware and is qualified
to transact  business in, is in good standing  under the laws of, and possesses
all  licenses  necessary  for the  conduct of its  business  in,  each state in
which  any  Mortgaged  Property  is  located  or is  otherwise  except  or  not
required under applicable law to effect such qualification or license;

      (b)   The  Purchaser  has full power and  authority to hold each Mortgage
Loan,  to  purchase  each  Mortgage  Loan  pursuant to this  Agreement  and the
related Term Sheet and to execute,  deliver and perform,  and to enter into and
consummate  all  transactions  contemplated  by this  Agreement and the related
Term  Sheet and to  conduct  its  business  as  presently  conducted,  has duly
authorized  the execution,  delivery and  performance of this Agreement and the
related Term Sheet,  has duly  executed and  delivered  this  Agreement and the
related Term Sheet;

      (c)   None  of the  execution  and  delivery  of this  Agreement  and the
related Term Sheet,  the purchase of the Mortgage  Loans,  the  consummation of
the  transactions  contemplated  hereby,  or the  fulfillment  of or compliance
with the terms and  conditions  of this  Agreement  and the related  Term Sheet
will  conflict  with  any  of  the  terms,  conditions  or  provisions  of  the
Purchaser's  charter  or  by-laws or  materially  conflict  with or result in a
material  breach of any of the terms,  conditions  or  provisions  of any legal
restriction  or any  agreement or  instrument  to which the  Purchaser is now a
party or by which  it is  bound,  or  constitute  a  default  or  result  in an
acceleration  under any of the foregoing,  or result in the material  violation
of  any  law,  rule,  regulation,  order,  judgment  or  decree  to  which  the
Purchaser or its property is subject;

      (d)   There is no  litigation  pending or to the best of the  Purchaser's
knowledge,  threatened  with  respect  to the  Purchaser  which  is  reasonably
likely  to have a  material  adverse  effect  on the  purchase  of the  related
Mortgage Loans,  the execution,  delivery or  enforceability  of this Agreement
and the related Term Sheet,  or which is  reasonably  likely to have a material
adverse effect on the financial condition of the Purchaser;

      (e)   No  consent,  approval,  authorization  or  order  of any  court or
governmental  agency  or  body is  required  for the  execution,  delivery  and
performance  by the  Purchaser  of or  compliance  by the  Purchaser  with this
Agreement  and the related Term Sheet,  the  purchase of the Mortgage  Loans or
the  consummation  of the  transactions  contemplated by this Agreement and the
related Term Sheet except for consents,  approvals,  authorizations  and orders
which have been obtained;

      (f)   The   consummation  of  the   transactions   contemplated  by  this
Agreement  and the related Term Sheet is in the ordinary  course of business of
the Purchaser;


                                      38
(page)

      (h)   The  Purchaser  will treat the purchase of the Mortgage  Loans from
the Company as a purchase for reporting, tax and accounting purposes; and

      (i)   The  Purchaser  does not  believe,  nor  does it have any  cause or
reason to  believe,  that it  cannot  perform  each and every of its  covenants
contained in this Agreement and the related Term Sheet.

      The Purchaser  shall  indemnify the Company and hold it harmless  against
any  claims,  proceedings,  losses,  damages,  penalties,  fines,  forfeitures,
reasonable  and necessary  legal fees and related costs,  judgments,  and other
costs  and  expenses   resulting   from  a  breach  by  the  Purchaser  of  the
representations   and  warranties   contained  in  this  Section  3.04.  It  is
understood  and agreed that the  obligations of the Purchaser set forth in this
Section 3.04 to indemnify  the Seller as provided  herein  constitute  the sole
remedies of the Seller  respecting  a breach of the  foregoing  representations
and warranties.

                                  ARTICLE IV

                ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

      Section 4.01      Company to Act as Servicer.

      The  Company,  as  independent  contract  servicer,   shall  service  and
administer  the  Mortgage  Loans in  accordance  with this  Agreement  and with
Accepted Servicing Practices,  and shall have full power and authority,  acting
alone,  to do or cause to be done any and all  things in  connection  with such
servicing  and   administration   which  the  Company  may  deem  necessary  or
desirable  and  consistent  with the terms of this  Agreement and with Accepted
Servicing  Practices  and  exercise the same care that it  customarily  employs
for its own  account.  Except  as set  forth  in this  Agreement,  the  Company
shall  service  the  Mortgage  Loans in strict  compliance  with the  servicing
provisions  of  the  Fannie  Mae  Guides  (special  servicing  option),   which
include,  but are not limited  to,  provisions  regarding  the  liquidation  of
Mortgage  Loans,  the  collection  of Mortgage  Loan  payments,  the payment of
taxes,  insurance and other charges,  the maintenance of hazard  insurance with
a Qualified  Insurer,  the maintenance of mortgage  impairment  insurance,  the
maintenance of fidelity bond and errors and omissions  insurance,  inspections,
the  restoration of Mortgaged  Property,  the  maintenance of Primary  Mortgage
Insurance  Policies and Lender Primary Mortgage Insurance  Policies,  insurance
claims,  the title,  management  and  disposition  of REO  Property,  permitted
withdrawals with respect to REO Property,  liquidation  reports, and reports of
foreclosures   and  abandonments  of  Mortgaged   Property,   the  transfer  of
Mortgaged  Property,  the release of Mortgage  Files,  annual  statements,  and
examination  of  records  and  facilities.   In  the  event  of  any  conflict,
inconsistency  or discrepancy  between any of the servicing  provisions of this
Agreement  and the related Term Sheet and any of the  servicing  provisions  of
the Fannie Mae Guides,  the provisions of this  Agreement  shall control and be
binding upon the Purchaser and the Company.


                                      39
(page)

      Consistent  with the terms of this  Agreement,  the  Company  may  waive,
modify or vary any term of any  Mortgage  Loan or consent  to the  postponement
of any such term or in any manner grant  indulgence  to any Mortgagor if in the
Company's  reasonable  and prudent  determination  such  waiver,  modification,
postponement  or  indulgence  is  not  materially  adverse  to  the  Purchaser,
provided,  however,  that  unless the Company has  obtained  the prior  written
consent of the Purchaser,  the Company shall not permit any  modification  with
respect to any  Mortgage  Loan that would change the  Mortgage  Interest  Rate,
defer for more than ninety (90) days or forgive  any  payment of  principal  or
interest,  reduce or increase the  outstanding  principal  balance  (except for
actual  payments  of  principal)  or  change  the final  maturity  date on such
Mortgage  Loan.  In the event of any such  modification  which has been  agreed
to in writing by the  Purchaser  and which  permits the deferral of interest or
principal  payments on any Mortgage Loan,  the Company  shall,  on the Business
Day  immediately  preceding the Remittance  Date in any month in which any such
principal  or interest  payment  has been  deferred,  deposit in the  Custodial
Account from its own funds,  in accordance  with Section 4.04,  the  difference
between (a) such  month's  principal  and one month's  interest at the Mortgage
Loan  Remittance  Rate on the unpaid  principal  balance of such  Mortgage Loan
and (b) the amount  paid by the  Mortgagor.  The  Company  shall be entitled to
reimbursement  for such  advances to the same extent as for all other  advances
pursuant to Section 4.05.  Without  limiting the  generality of the  foregoing,
the  Company  shall  continue,  and is  hereby  authorized  and  empowered,  to
prepare,   execute  and   deliver,   all   instruments   of   satisfaction   or
cancellation,   or  of  partial  or  full  release,  discharge  and  all  other
comparable  instruments,  with respect to the  Mortgage  Loans and with respect
to the Mortgaged Properties.  Notwithstanding  anything herein to the contrary,
the Company may not enter into a forbearance  agreement or similar  arrangement
with  respect to any  Mortgage  Loan which  runs more than one  hundred  eighty
(180) days after the first  delinquent Due Date.  Any such  agreement  shall be
approved by  Purchaser  and, if  required,  by the Primary  Mortgage  Insurance
Policy  insurer  and Lender  Primary  Mortgage  Insurance  Policy  insurer,  if
required.

      Notwithstanding  anything  in  this  Agreement  to the  contrary,  if any
Mortgage  Loan  becomes  subject to a  Pass-Through  Transfer,  the Company (a)
with respect to such  Mortgage  Loan,  shall not permit any  modification  with
respect to such  Mortgage  Loan that would  change the Mortgage  Interest  Rate
and (b) shall not  (unless the  Mortgagor  is in default  with  respect to such
Mortgage  Loan or such default is, in the  judgment of the Company,  reasonably
foreseeable) make or permit any  modification,  waiver or amendment of any term
of such  Mortgage  Loan that would both (i) effect an exchange or reissuance of
such  Mortgage  Loan under  Section 1001 of the Code (or  Treasury  regulations
promulgated  thereunder)  or (ii) cause any REMIC to fail to qualify as a REMIC
under the Code or the  imposition of any tax on  "prohibited  transactions"  or
"contributions" after the startup date under the REMIC Provisions.


                                      40
(page)

      Prior to taking any action with  respect to the  Mortgage  Loans  subject
to a Pass-Through  Transfer,  which is not contemplated under the terms of this
Agreement,  the  Company  will obtain an Opinion of Counsel  acceptable  to the
trustee in such  Pass-Through  Transfer  with  respect to whether  such  action
could  result  in the  imposition  of a tax upon any REMIC  (including  but not
limited  to  the  tax  on  prohibited   transactions   as  defined  in  Section
860F(a)(2)  of the Code and the tax on  contributions  to a REMIC  set forth in
Section  860G(d) of the  Code)(either  such event,  an "Adverse  REMIC Event"),
and the  Company  shall  not  take  any  such  actions  as to which it has been
advised that an Adverse REMIC Event could occur.

      The  Company  shall not permit the  creation of any  "interests"  (within
the meaning of Section  860G of the Code) in any REMIC.  The Company  shall not
enter  into  any  arrangement  by  which a REMIC  will  receive  a fee or other
compensation  for  services  nor  permit a REMIC to  receive  any  income  from
assets other than  "qualified  mortgages"  as defined in Section  860G(a)(3) of
the Code or  "permitted  investments"  as defined in Section  860G(a)(5) of the
Code.

      In servicing  and  administering  the Mortgage  Loans,  the Company shall
employ  Accepted   Servicing   Practices,   giving  due  consideration  to  the
Purchaser's  reliance on the Company.  Unless a different time period is stated
in this  Agreement  or the  related  Term Sheet,  Purchaser  shall be deemed to
have given consent in  connection  with a particular  matter if Purchaser  does
not  affirmatively  grant or deny consent  within five (5)  Business  Days from
the date  Purchaser  receives a second  written  request  for  consent for such
matter from Company as servicer.

      The Mortgage  Loans may be  subserviced by a Subservicer on behalf of the
Company  provided  that  the  Subservicer  is an  entity  that  engages  in the
business  of  servicing  loans,  and in  either  case  shall be  authorized  to
transact  business,  and licensed to service  mortgage  loans,  in the state or
states where the related  Mortgaged  Properties  it is to service are situated,
if and to the extent  required by applicable  law to enable the  Subservicer to
perform its obligations  hereunder and under the  Subservicing  Agreement,  and
in either  case shall be a FHLMC or Fannie Mae  approved  mortgage  servicer in
good  standing,  and no event has  occurred,  including  but not  limited  to a
change in  insurance  coverage,  which  would make it unable to comply with the
eligibility   requirements   for   lenders   imposed   by  Fannie  Mae  or  for
seller/servicers  imposed  by  Fannie  Mae or  FHLMC,  or which  would  require
notification  to Fannie  Mae or  FHLMC.  In  addition,  each  Subservicer  will
obtain  and   preserve  its   qualifications   to  do  business  as  a  foreign
corporation and its licenses to service  mortgage  loans, in each  jurisdiction
in which such  qualifications  and/or  licenses  are or shall be  necessary  to
protect  the  validity  and  enforceability  of this  Agreement,  or any of the
Mortgage  Loans and to perform or cause to be  performed  its duties  under the
related  Subservicing  Agreement.  The Company may perform any of its servicing
responsibilities  hereunder  or may cause the  Subservicer  to perform any such
servicing  responsibilities  on its  behalf,  but the use by the Company of the
Subservicer  shall  not  release  the  Company  from  any  of  its  obligations
hereunder and the Company shall remain  responsible  hereunder for all acts and
omissions  of the  Subservicer  as fully as if such  acts  and  omissions  were
those of the  Company.  The  Company  shall  pay all fees and  expenses  of the
Subservicer  from its own  funds,  and the  Subservicer's  fee shall not exceed
the  Servicing  Fee.  Company shall notify  Purchaser  promptly in writing upon
the appointment of any Subservicer.


                                      41
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      At  the  cost  and  expense  of  the   Company,   without  any  right  of
reimbursement  from the  Custodial  Account,  the Company  shall be entitled to
terminate the rights and  responsibilities  of the  Subservicer and arrange for
any  servicing  responsibilities  to be  performed  by a successor  subservicer
meeting the requirements in the preceding paragraph,  provided,  however,  that
nothing  contained  herein  shall be deemed to prevent or prohibit the Company,
at the Company's  option,  from electing to service the related  Mortgage Loans
itself.  In the event that the  Company's  responsibilities  and  duties  under
this Agreement are  terminated  pursuant to Section 4.13,  8.04,  9.01 or 10.01
and if requested to do so by the  Purchaser,  the Company shall at its own cost
and  expense  terminate  the rights  and  responsibilities  of the  Subservicer
effective  as of the date of  termination  of the  Company.  The Company  shall
pay all  fees,  expenses  or  penalties  necessary  in order to  terminate  the
rights and  responsibilities  of the  Subservicer  from the Company's own funds
without reimbursement from the Purchaser.

      Notwithstanding  any of the  provisions  of this  Agreement  relating  to
agreements  or  arrangements  between the Company  and the  Subservicer  or any
reference  herein to actions taken through the  Subservicer  or otherwise,  the
Company  shall not be relieved of its  obligations  to the  Purchaser and shall
be obligated to the same extent and under the same terms and  conditions  as if
it alone were  servicing  and  administering  the Mortgage  Loans.  The Company
shall  be  entitled  to  enter  into an  agreement  with  the  Subservicer  for
indemnification  of the Company by the  Subservicer  and nothing  contained  in
this  Agreement  shall be deemed to limit or modify such  indemnification.  The
Company will  indemnify and hold  Purchaser  harmless from any loss,  liability
or  expense  arising  out of its use of a  Subservicer  to  perform  any of its
servicing duties, responsibilities and obligations hereunder.

      Any  Subservicing  Agreement  and  any  other  transactions  or  services
relating to the Mortgage  Loans  involving the  Subservicer  shall be deemed to
be between the Subservicer  and Company alone,  and the Purchaser shall have no
obligations,  duties or liabilities  with respect to the Subservicer  including
no  obligation,  duty or liability of Purchaser to pay the  Subservicer's  fees
and  expenses.  For  purposes  of  distributions  and  advances  by the Company
pursuant  to this  Agreement,  the Company  shall be deemed to have  received a
payment on a Mortgage Loan when the Subservicer has received such payment.

      Section 4.02      Collection of Mortgage Loan Payments.

      Continuously  from the date  hereof  until  the date each  Mortgage  Loan
ceases to be subject to this  Agreement,  the Company will  proceed  diligently
to  collect  all  payments  due under  each  Mortgage  Loan when the same shall
become due and  payable  and  shall,  to the extent  such  procedures  shall be
consistent with this Agreement,  Accepted  Servicing  Practices,  and the terms
and  provisions of any related  Primary  Mortgage  Insurance  Policy and Lender
Primary  Mortgage  Insurance  Policy,  follow such collection  procedures as it
follows with respect to mortgage  loans  comparable  to the Mortgage  Loans and
held for its own  account.  Further,  the  Company  will take  special  care in
ascertaining  and  estimating  annual  escrow  payments,  and all other charges
that,  as provided in the  Mortgage,  will become due and payable,  so that the
installments  payable by the Mortgagors  will be sufficient to pay such charges
as and when they become due and payable.


                                      42
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      In no event will the Company  waive its right to any  prepayment  penalty
or premium  without the prior  written  consent of  Purchaser  and Company will
use diligent  efforts to collect same when due except as otherwise  provided in
the prepayment penalty rider to the Mortgage.

      Section 4.03      Realization Upon Defaulted Mortgage

      The Company shall use its best efforts,  consistent  with the  procedures
that the Company would use in servicing  loans for its own account,  consistent
with Accepted  Servicing  Practices,  any Primary Mortgage  Insurance  Policies
and  Lender  Primary  Mortgage  Insurance  Policies  and the best  interest  of
Purchaser,  to foreclose upon or otherwise  comparably convert the ownership of
properties  securing  such of the  Mortgage  Loans as come into and continue in
default  and  as  to  which  no  satisfactory  arrangements  can  be  made  for
collection of delinquent  payments  pursuant to Section  4.01.  Foreclosure  or
comparable  proceedings  shall be initiated  within ninety (90) days of default
for Mortgaged  Properties for which no  satisfactory  arrangements  can be made
for  collection  of delinquent  payments,  subject to state and federal law and
regulation.  The Company  shall use its best efforts to realize upon  defaulted
Mortgage  Loans in such manner as will  maximize the receipt of  principal  and
interest  by the  Purchaser,  taking into  account,  among  other  things,  the
timing  of   foreclosure   proceedings.   The   foregoing  is  subject  to  the
provisions  that,  in any  case  in  which  a  Mortgaged  Property  shall  have
suffered  damage,  the  Company  shall not be  required to expend its own funds
toward  the  restoration  of such  property  unless it shall  determine  in its
discretion   (i)  that  such   restoration   will   increase  the  proceeds  of
liquidation of the related  Mortgage Loan to the Purchaser after  reimbursement
to itself for such  expenses,  and (ii) that such expenses will be  recoverable
by  the  Company  through  Insurance  Proceeds,   Condemnation   Proceeds,  REO
Disposition  Proceeds  or  Liquidation  Proceeds  from  the  related  Mortgaged
Property,   as  contemplated  in  Section  4.05.  Company  shall  obtain  prior
approval of  Purchaser  as to repair or  restoration  expenses in excess of ten
thousand  dollars  ($10,000).   The  Company  shall  notify  the  Purchaser  in
writing of the  commencement of foreclosure  proceedings and not less than five
(5) days prior to the  acceptance  or rejection of any offer of  reinstatement.
The Company shall be responsible  for all costs and expenses  incurred by it in
any  such  proceedings  or  functions;  provided,  however,  that it  shall  be
entitled to reimbursement  thereof from the related  property,  as contemplated
in Section 4.05.  Notwithstanding  anything to the contrary  contained  herein,
in  connection  with  a  foreclosure  or  acceptance  of  a  deed  in  lieu  of
foreclosure,  in the event the Company has  reasonable  cause to believe that a
Mortgaged  Property  is  contaminated  by  hazardous  or  toxic  substances  or
wastes, or if the Purchaser  otherwise requests an environmental  inspection or
review  of such  Mortgaged  Property,  such an  inspection  or  review is to be
conducted  by  a  qualified   inspector  at  the  Purchaser's   expense.   Upon
completion  of  the  inspection,   the  Company  shall  promptly   provide  the
Purchaser  with  a  written  report  of  the  environmental  inspection.  After
reviewing the environmental  inspection  report,  the Purchaser shall determine
how the Company shall proceed with respect to the Mortgaged Property.


                                      43
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      Notwithstanding   anything  to  the  contrary   contained   herein,   the
Purchaser  may,  at the  Purchaser's  sole  option,  terminate  the  Company as
servicer  of any  Mortgage  Loan  which  becomes  ninety  (90) days or  greater
delinquent in payment of a scheduled  Monthly  Payment,  without payment of any
termination  fee with respect  thereto,  provided that the Company shall on the
date  said  termination   takes  effect  be  reimbursed  for  any  unreimbursed
advances  of the  Company's  funds  made  pursuant  to  Section  5.03  and  any
unreimbursed  Servicing  Advances and  Servicing  Fees in each case relating to
the Mortgage Loan  underlying  such  delinquent  Mortgage Loan  notwithstanding
anything to the  contrary set forth in Section  4.05.  In the event of any such
termination,  the  provisions  of  Section  11.01  hereof  shall  apply to said
termination  and the  transfer of  servicing  responsibilities  with respect to
such delinquent Mortgage Loan to the Purchaser or its designee.

      In the event that a Mortgage  Loan becomes  part of a REMIC,  and becomes
REO  Property,  such  property  shall be disposed of by the  Company,  with the
consent of Purchaser as required  pursuant to this Agreement,  before the close
of the third  taxable  year  following  the taxable  year in which the Mortgage
Loan became an REO Property,  unless the Company  provides to the trustee under
such REMIC an opinion  of  counsel to the effect  that the  holding of such REO
Property  subsequent  to the  close of the third  taxable  year  following  the
taxable  year in which  the  Mortgage  Loan  became an REO  Property,  will not
result in the  imposition of taxes on "prohibited  transactions"  as defined in
Section  860F of the Code,  or cause the  transaction  to fail to  qualify as a
REMIC at any time that  certificates  are  outstanding.  Company  shall manage,
conserve,    protect   and   operate   each   such   REO   Property   for   the
certificateholders  solely for the purpose of its prompt  disposition  and sale
in a  manner  which  does  not  cause  such  property  to  fail to  qualify  as
"foreclosure  property"  within the  meaning of  Section  860F(a)(2)(E)  of the
Code,  or any "net  income  from  foreclosure  property"  which is  subject  to
taxation  under the REMIC  provisions  of the Code.  Pursuant to its efforts to
sell such  property,  the  Company  shall  either  itself or  through  an agent
selected by  Company,  protect and  conserve  such  property in the same manner
and to such an extent as is customary in the  locality  where such  property is
located.   Additionally,   Company  shall  perform  the  tax   withholding  and
reporting related to Sections 1445 and 6050J of the Code

      Section 4.04      Establishment   of   Custodial    Accounts;    Deposits
in Custodial Accounts.

      The Company  shall  segregate  and hold all funds  collected and received
pursuant to each  Mortgage  Loan  separate  and apart from any of its own funds
and general  assets and shall  establish  and  maintain  one or more  Custodial
Accounts.   The  Custodial  Account  shall  be  an  Eligible   Account.   Funds
,deposited in the  Custodial  Account shall at all times be insured by the FDIC
up to the FDIC insurance limits,  or must be invested in Permitted  Investments
for the benefit of the  Purchaser.  Funds  deposited in the  Custodial  Account
may be drawn on by the Company in accordance  with Section  4.05.  The creation
of any Custodial  Account shall be evidenced by a letter  agreement in the form
shown in Exhibit B hereto.  The  original  of such  letter  agreement  shall be
furnished  to the  Purchaser on the Closing  Date,  and upon the request of any
subsequent Purchaser.


                                      44
(page)

      The  Company  shall  deposit  in a mortgage  clearing  account on a daily
basis,  and in the  Custodial  Account or Accounts no later than 48 hours after
receipt of funds,  and retain  therein the following  payments and  collections
received  or made by it  subsequent  to the  Cut-off  Date,  or  received by it
prior to the Cut-off Date but allocable to a period subsequent  thereto,  other
than in respect of  principal  and  interest  on the  Mortgage  Loans due on or
before the Cut-off Date:

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

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

      (iii) all Net Liquidation Proceeds;

      (iv) any amounts  required to be deposited  by the Company in  connection
with any REO  Property  pursuant to Section 4.13 and in  connection  therewith,
the Company shall provide the Purchaser  with written  detail  itemizing all of
such amounts;

      (v) all Insurance  Proceeds  including  amounts  required to be deposited
pursuant to Sections  4.08,  4.10 and 4.11,  other than  proceeds to be held in
the Escrow  Account and applied to the  restoration  or repair of the Mortgaged
Property or released to the  Mortgagor in accordance  with  Accepted  Servicing
Practices, the Mortgage Loan Documents or applicable law;

      (vi) all  Condemnation  Proceeds  affecting any Mortgaged  Property which
are not  released  to the  Mortgagor  in  accordance  with  Accepted  Servicing
Practices, the loan documents or applicable law;

      (vii) any Monthly Advances;

      (viii) with  respect to each full or partial  Principal  Prepayment,  any
Prepayment  Interest  Shortfalls,  to the  extent  of the  Company's  aggregate
Servicing Fee received with respect to the related Prepayment Period;

      (ix) any amounts  required  to be  deposited  by the Company  pursuant to
Section 4.10 in connection  with the  deductible  clause in any blanket  hazard
insurance  policy,  such deposit  shall be made from the  Company's  own funds,
without reimbursement therefor; and

      (x)  any  amounts  required  to be  deposited  in the  Custodial  Account
pursuant to Section 4.01, 4.13 or 6.02.


                                      45
(page)

            The foregoing  requirements  for deposit in the  Custodial  Account
shall be exclusive,  it being understood and agreed that,  without limiting the
generality  of the  foregoing,  payments in the nature of late payment  charges
and  assumption  fees,  to the extent  permitted by Section  6.01,  need not be
deposited  by the  Company  in the  Custodial  Account.  Any  interest  paid on
funds deposited in the Custodial  Account by the depository  institution  shall
accrue to the  benefit of the  Company  and the  Company  shall be  entitled to
retain and  withdraw  such  interest  from the  Custodial  Account  pursuant to
Section  4.05  (iv).  The  Purchaser  shall not be  responsible  for any losses
suffered with respect to investment of funds in the Custodial Account.

      Section 4.05      Permitted Withdrawals From the Custodial
Account.

      The Company may, from time to time,  withdraw from the Custodial  Account
for the following purposes:

      (i)   to  make  payments  to  the  Purchaser  in the  amounts  and in the
manner provided for in Section 5.01;

      (ii) to reimburse  itself for Monthly  Advances,  the Company's  right to
reimburse  itself  pursuant  to this  subclause  (ii) being  limited to amounts
received on the related  Mortgage Loan which  represent late  collections  (net
of the related  Servicing Fees) of principal  and/or interest  respecting which
any such  advance  was  made,  it being  understood  that,  in the case of such
reimbursement,  the  Company's  right  thereto  shall be prior to the rights of
the  Purchaser,  except  that,  where the Company is required to  repurchase  a
Mortgage  Loan,   pursuant  to  Section  3.03,  the  Company's  right  to  such
reimbursement  shall be  subsequent  to the  payment  to the  Purchaser  of the
Repurchase  Price  pursuant to such Section and all other  amounts  required to
be paid to the Purchaser with respect to such Mortgage Loan;

      (iii) to reimburse  itself for  unreimbursed  Servicing  Advances and any
unpaid Servicing  Fees(or REO  administration  fees described in Section 4.13),
the Company's  right to reimburse  itself pursuant to this subclause (iii) with
respect  to  any  Mortgage  Loan  being   limited  to  related   proceeds  from
Liquidation   Proceeds,   Condemnation   Proceeds  and  Insurance  Proceeds  in
accordance  with  the  relevant  provisions  of the  Fannie  Mae  Guides  or as
otherwise  set  forth  in this  Agreement;  any  recovery  shall  be made  upon
liquidation of the REO Property;

      (iv)  to pay to  itself  as part of its  servicing  compensation  (a) any
interest  earned on funds in the  Custodial  Account  (all such  interest to be
withdrawn  monthly not later than each Remittance  Date), (b) the Servicing Fee
from that  portion of any payment or recovery as to interest  with respect to a
particular Mortgage Loan;


                                      46
(page)

      (v)   to pay to itself with respect to each  Mortgage  Loan that has been
repurchased  pursuant  to Section  3.03 all  amounts  received  thereon and not
distributed  as  of  the  date  on  which  the  related   repurchase  price  is
determined,

      (vi)  to transfer funds to another  Eligible  Account in accordance  with
Section 4.09 hereof;

      (vii) to  remove funds  inadvertently  placed in the Custodial  Account by
the Company;

      (vi)  to clear and terminate the Custodial  Account upon the  termination
of this Agreement; and

      (vii)  to reimburse itself for any Nonrecoverable Advances.

      Section 4.06      Establishment  of Escrow  Accounts;  Deposits in Escrow
Accounts.

      The Company  shall  segregate  and hold all funds  collected and received
pursuant to each Mortgage Loan which  constitute  Escrow Payments  separate and
apart  from any of its own funds and  general  assets and shall  establish  and
maintain  one  or  more  Escrow  Accounts.  The  Escrow  Account  shall  be  an
Eligible  Account.  Funds  deposited in each Escrow  Account shall at all times
be  insured  in a manner to  provide  maximum  insurance  under  the  insurance
limitations  of the FDIC, or must be invested in Permitted  Investments.  Funds
deposited  in the Escrow  Account may be drawn on by the Company in  accordance
with Section  4.07.  The creation of any Escrow  Account  shall be evidenced by
a  letter  agreement  in the form  shown in  Exhibit  C. The  original  of such
letter  agreement  shall be furnished to the Purchaser on the Closing Date, and
upon request to any subsequent purchaser.

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

      (i)   all Escrow  Payments  collected on account of the  Mortgage  Loans,
for the  purpose of  effecting  timely  payment  of any such items as  required
under the terms of this Agreement;

      (ii)  all Insurance  Proceeds which are to be applied to the  restoration
or repair of any Mortgaged Property; and

      (iii) all Servicing  Advances for  Mortgagors  whose Escrow  Payments are
insufficient to cover escrow disbursements.

            The Company  shall make  withdrawals  from the Escrow  Account only
to effect such  payments as are  required  under this  Agreement,  and for such
other  purposes as shall be as set forth or in  accordance  with Section  4.07.
The Company  shall be entitled to retain any interest  paid on funds  deposited
in the Escrow  Account by the depository  institution  to the extent  permitted
by law and, to the extent  required by law,  the Company  shall pay interest on
escrowed  funds to the  Mortgagor  in  accordance  with  applicable  law..  The
Purchaser  shall not be  responsible  for any losses  suffered  with respect to
investment of funds in the Escrow Account.


                                      47
(page)

      Section 4.07      Permitted Withdrawals From Escrow Account.

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

      (i)   to effect  timely  payments of ground  rents,  taxes,  assessments,
water rates,  Primary Mortgage Insurance Policy premiums,  if applicable,  fire
and hazard insurance premiums, condominium assessments and comparable items;

      (ii)  to  reimburse  Company for any  Servicing  Advance  made by Company
with respect to a related  Mortgage Loan but only from amounts  received on the
related  Mortgage Loan which  represent  late payments or collections of Escrow
Payments thereunder;

      (iii) to refund to the  Mortgagor  any funds as may be  determined  to be
overages;

      (iv)  for  transfer  to the  Custodial  Account  in  accordance  with the
terms of this Agreement;

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

      (vi)  to pay to the Company,  or to the Mortgagor to the extent  required
by law, any interest paid on the funds deposited in the Escrow Account;

      (vii) to clear and terminate  the Escrow  Account on the  termination  of
this  Agreement.  As part of its  servicing  duties,  the Company  shall pay to
the Mortgagors  interest on funds in Escrow Account,  to the extent required by
law, and to the extent that interest  earned on funds in the Escrow  Account is
insufficient,  shall  pay  such  interest  from  its  own  funds,  without  any
reimbursement therefor; and

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

      Section 4.08      Payment  of  Taxes,   Insurance   and  Other   Charges;
      Maintenance  of  Primary   Mortgage   Insurance   Policies;   Collections
      Thereunder.


                                      48
(page)

      With respect to each Mortgage Loan,  the Company shall maintain  accurate
records  reflecting  the  status of ground  rents,  taxes,  assessments,  water
rates  and other  charges  which  are or may  become a lien upon the  Mortgaged
Property  and the status of primary  mortgage  insurance  premiums and fire and
hazard  insurance  coverage and shall obtain,  from time to time, all bills for
the  payment of such  charges,  including  renewal  premiums  and shall  effect
payment  thereof prior to the applicable  penalty or termination  date and at a
time appropriate for securing maximum discounts  allowable,  employing for such
purpose  deposits of the Mortgagor in the Escrow  Account which shall have been
estimated  and  accumulated  by the  Company  in  amounts  sufficient  for such
purposes,  as allowed  under the terms of the  Mortgage or  applicable  law. To
the  extent  that the  Mortgage  does not  provide  for  Escrow  Payments,  the
Company  shall  determine  that any such  payments are made by the Mortgagor at
the time they first become due. The Company  assumes  full  responsibility  for
the timely  payment of all such bills and shall effect  timely  payments of all
such  bills  irrespective  of  the  Mortgagor's  faithful  performance  in  the
payment of same or the making of the Escrow  Payments  and shall make  advances
from its own funds to effect such payments.

      The  Company  will  maintain  in full force and effect  Primary  Mortgage
Insurance  Policies or Lender Primary Mortgage  Insurance  Policies issued by a
Qualified  Insurer with respect to each  Mortgage  Loan for which such coverage
is herein  required.  Such coverage  will be terminated  only with the approval
of  Purchaser,  or as required by  applicable  law or  regulation.  The Company
will not cancel or refuse to renew any  Primary  Mortgage  Insurance  Policy or
Lender  Primary  Mortgage  Insurance  Policy in effect on the Closing Date that
is  required  to be kept in force  under this  Agreement  unless a  replacement
Primary Mortgage  Insurance Policy or Lender Primary Mortgage  Insurance Policy
for such canceled or nonrenewed  policy is obtained from and maintained  with a
Qualified  Insurer.  The Company  shall not take any action  which would result
in  non-coverage  under any applicable  Primary  Mortgage  Insurance  Policy or
Lender  Primary  Mortgage  Insurance  Policy  of any  loss  which,  but for the
actions  of the  Company  would have been  covered  thereunder.  In  connection
with any  assumption or  substitution  agreement  entered into or to be entered
into pursuant to Section 6.01,  the Company shall  promptly  notify the insurer
under  the  related  Primary  Mortgage   Insurance  Policy  or  Lender  Primary
Mortgage  Insurance  Policy,  if any, of such  assumption  or  substitution  of
liability  in  accordance  with the terms of such  policy  and  shall  take all
actions  which  may  be  required  by  such  insurer  as  a  condition  to  the
continuation  of  coverage  under  the  Primary  Mortgage  Insurance  Policy or
Lender Primary Mortgage  Insurance Policy.  If such Primary Mortgage  Insurance
Policy or Lender Primary  Mortgage  Insurance  Policy is terminated as a result
of such  assumption or  substitution  of liability,  the Company shall obtain a
replacement  Primary  Mortgage  Insurance  Policy  or Lender  Primary  Mortgage
Insurance Policy as provided above.

      In  connection  with its  activities as servicer,  the Company  agrees to
prepare  and  present,  on behalf of itself  and the  Purchaser,  claims to the
insurer  under any Private  Mortgage  Insurance  Policy in a timely  fashion in
accordance with the terms of such Primary  Mortgage  Insurance Policy or Lender
Primary Mortgage  Insurance Policy and, in this regard,  to take such action as
shall be  necessary to permit  recovery  under any Primary  Mortgage  Insurance
Policy or Lender  Primary  Mortgage  Insurance  Policy  respecting  a defaulted
Mortgage  Loan.  Pursuant  to  Section  4.04,  any  amounts  collected  by  the
Company  under  any  Primary  Mortgage   Insurance  Policy  or  Lender  Primary
Mortgage  Insurance  Policy  shall  be  deposited  in  the  Custodial  Account,
subject to withdrawal pursuant to Section 4.05.


                                      49
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      Section 4.09      Transfer of Accounts.

      The Company may transfer the Custodial  Account or the Escrow  Account to
a different  Eligible  Account from time to time.  Such transfer  shall be made
only upon obtaining the prior written  consent of the Purchaser,  which consent
will not be unreasonably withheld.

      Section 4.10      Maintenance of Hazard Insurance.

      The Company  shall cause to be  maintained  for each  Mortgage  Loan fire
and hazard  insurance with extended  coverage as is acceptable to Fannie Mae or
FHLMC and customary in the area where the  Mortgaged  Property is located in an
amount which is equal to the lesser of (i) the maximum  insurable  value of the
improvements  securing  such  Mortgage  Loan or  (ii)  the  greater  of (a) the
outstanding  principal  balance of the  Mortgage  Loan,  and (b) an amount such
that the proceeds  thereof shall be sufficient to prevent the Mortgagor  and/or
the mortgagee  from becoming a  co-insurer.  If required by the Flood  Disaster
Protection  Act of 1973,  as amended,  each Mortgage Loan shall be covered by a
flood insurance  policy meeting the  requirements of the current  guidelines of
the  Federal  Insurance  Administration  in effect  with an  insurance  carrier
acceptable  to Fannie  Mae or FHLMC,  in an amount  representing  coverage  not
less than the least of (i) the  outstanding  principal  balance of the Mortgage
Loan,  (ii) the  maximum  insurable  value of the  improvements  securing  such
Mortgage  Loan or (iii) the  maximum  amount of  insurance  which is  available
under the Flood  Disaster  Protection  Act of 1973, as amended.  If at any time
during the term of the Mortgage  Loan,  the Company  determines  in  accordance
with  applicable  law and  pursuant  to the Fannie Mae Guides  that a Mortgaged
Property  is  located  in a special  flood  hazard  area and is not  covered by
flood  insurance  or is covered in an amount  less than the amount  required by
the Flood  Disaster  Protection  Act of 1973,  as amended,  the  Company  shall
notify  the  related  Mortgagor  that the  Mortgagor  must  obtain  such  flood
insurance  coverage,  and if said Mortgagor  fails to obtain the required flood
insurance  coverage within  forty-five (45) days after such  notification,  the
Company  shall  immediately  force place the  required  flood  insurance on the
Mortgagor's  behalf.  The Company  shall also  maintain  on each REO  Property,
fire and hazard  insurance  with  extended  coverage  in an amount  which is at
least  equal to the maximum  insurable  value of the  improvements  which are a
part of such  property,  and, to the extent  required and  available  under the
Flood  Disaster  Protection  Act of 1973,  as amended,  flood  insurance  in an
amount as provided  above.  Any  amounts  collected  by the  Company  under any
such  policies  other than amounts to be  deposited  in the Escrow  Account and
applied  to  the  restoration  or  repair  of  the  Mortgaged  Property  or REO
Property,  or released to the Mortgagor in accordance  with Accepted  Servicing
Practices,  shall be deposited in the Custodial Account,  subject to withdrawal
pursuant  to  Section  4.05.  It  is  understood   and  agreed  that  no  other
additional  insurance  need be  required  by the  Company of the  Mortgagor  or
maintained  on property  acquired in respect of the Mortgage  Loan,  other than
pursuant to this Agreement,  the Fannie Mae Guides or such applicable  state or
federal  laws and  regulations  as  shall at any time be in force  and as shall
require such  additional  insurance.  All such policies  shall be endorsed with
standard   mortgagee   clauses  with  loss  payable  to  the  Company  and  its
successors  and/or  assigns  and shall  provide  for at least  thirty (30) days
prior written notice of any  cancellation,  reduction in the amount or material
change in coverage to the Company.  The Company  shall not  interfere  with the
Mortgagor's  freedom of choice in  selecting  either his  insurance  carrier or
agent,  provided,   however,  that  the  Company  shall  not  accept  any  such
insurance   policies  from  insurance   companies  unless  such  companies  are
Qualified Insurers.


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      Section 4.11      Maintenance of Mortgage Impairment
                        Insurance Policy.

      In the  event  that the  Company  shall  obtain  and  maintain  a blanket
policy  issued  by an  insurer  acceptable  to  Fannie  Mae or  FHLMC  insuring
against  hazard losses on all of the Mortgage  Loans,  then, to the extent such
policy  provides  coverage in an amount equal to the amount  required  pursuant
to Section 4.10 and otherwise  complies with all other  requirements of Section
4.10, it shall  conclusively  be deemed to have  satisfied its  obligations  as
set forth in Section  4.10,  it being  understood  and agreed  that such policy
may  contain a  deductible  clause,  in which case the  Company  shall,  in the
event  that  there  shall not have been  maintained  on the  related  Mortgaged
Property  or REO  Property a policy  complying  with  Section  4.10,  and there
shall have been a loss which would have been  covered by such  policy,  deposit
in the  Custodial  Account the amount not  otherwise  payable under the blanket
policy because of such  deductible  clause.  In connection  with its activities
as servicer of the Mortgage  Loans,  the Company agrees to prepare and present,
on behalf of the  Purchaser,  claims under any such blanket  policy in a timely
fashion  in  accordance  with the terms of such  policy.  Upon  request  of the
Purchaser,  the  Company  shall  cause  to be  delivered  to  the  Purchaser  a
certified  true copy of such policy and shall use its best  efforts to obtain a
statement  from the insurer  thereunder  that such policy  shall in no event be
terminated  or  materially  modified  without  thirty (30) days' prior  written
notice to the Purchaser.

      Section 4.12      Fidelity Bond, Errors and Omissions
                        Insurance.

      The Company shall maintain,  at its own expense,  a blanket fidelity bond
and an  errors  and  omissions  insurance  policy,  with  broad  coverage  with
responsible  companies on all officers,  employees or other  persons  acting in
any  capacity  with  regard  to the  Mortgage  Loan  to  handle  funds,  money,
documents  and papers  relating to the Mortgage  Loan.  The Fidelity Bond shall
be in the form of the  Mortgage  Banker's  Blanket  Bond and shall  protect and
insure the Company against losses,  including forgery, theft,  embezzlement and
fraud of such  persons.  The errors and omissions  insurance  shall protect and
insure the  Company  against  losses  arising out of errors and  omissions  and
negligent  acts of such  persons.  Such errors and  omissions  insurance  shall
also  protect  and insure the Company  against  losses in  connection  with the
failure  to  maintain  any  insurance   policies   required  pursuant  to  this
Agreement and the release or  satisfaction  of a Mortgage  Loan without  having
obtained  payment in full of the  indebtedness  secured  thereby.  No provision
of this  Section  4.12  requiring  the  Fidelity  Bond or errors and  omissions
insurance   shall   diminish  or  relieve  the  Company  from  its  duties  and
obligations  as set forth in this  Agreement.  The minimum  coverage  under any
such bond and  insurance  policy  shall be at least equal to the  corresponding
amounts  required by Fannie Mae in the Fannie Mae Guides.  Upon  request by the
Purchaser,  the Company shall  deliver to the Purchaser a certificate  from the
surety and the  insurer as to the  existence  of the  Fidelity  Bond and errors
and  omissions  insurance  policy and shall obtain a statement  from the surety
and the insurer that such Fidelity  Bond or insurance  policy shall in no event
be terminated or materially  modified  without  thirty (30) days' prior written
notice to the  Purchaser.  The Company shall notify the  Purchaser  within five
(5)  business  days of receipt of notice that such  Fidelity  Bond or insurance
policy  will  be,  or  has  been,   materially  modified  or  terminated.   The
Purchaser  (or any party  having the  status of  Purchaser  hereunder)  and any
subsidiary  thereof  and their  successors  or assigns as their  interests  may
appear  must be named as loss  payees on the  Fidelity  Bond and as  additional
insured  on the  errors  and  omissions  policy.  Upon  request  by  Purchaser,
Company  shall  provide  Purchaser  with an  insurance  certificate  certifying
coverage  under  this  Section  4.12,  and  will  provide  an  update  to  such
certificate  upon  request,  or  upon  renewal  or  material   modification  of
coverage.


                                      51
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            Section 4.13 Title, Management and Disposition of REO Property.

      In the  event  that  title  to the  Mortgaged  Property  is  acquired  in
foreclosure  or by deed in lieu of  foreclosure,  the  deed or  certificate  of
sale shall be taken in the name of the  Purchaser  or its  designee,  or in the
event the  Purchaser  or its  designee is not  authorized  or permitted to hold
title to real  property  in the state where the REO  Property  is  located,  or
would be  adversely  affected  under the "doing  business"  or tax laws of such
state by so holding  title,  the deed or  certificate of sale shall be taken in
the name of such  Person or Persons as shall be  consistent  with an opinion of
counsel  obtained by the Company  from an  attorney  duly  licensed to practice
law in the state  where the REO  Property  is  located.  Any  Person or Persons
holding such title other than the Purchaser  shall  acknowledge in writing that
such title is being held as nominee for the benefit of the Purchaser.

      The Company  shall  notify the  Purchaser in  accordance  with the Fannie
Mae Guides of each acquisition of REO Property upon such  acquisition  (and, in
any event,  shall provide notice of the  consummation of any  foreclosure  sale
within three (3)  Business  Days of the date  Company  receives  notice of such
consummation),  together  with a copy of the  drive  by  appraisal  or  brokers
price  opinion of the  Mortgaged  Property  obtained  in  connection  with such
acquisition,  and thereafter assume the  responsibility  for marketing such REO
property in  accordance  with Accepted  Servicing  Practices.  Thereafter,  the
Company  shall  continue  to provide  certain  administrative  services  to the
Purchaser  relating  to such REO  Property as set forth in this  Section  4.13.
No  Servicing  Fee shall be assessed or  otherwise  accrue on any REO  Property
from and after the date on which it becomes an REO Property.


                                      52
(page)

      The  Company  shall,  either  itself or through an agent  selected by the
Company,  and in  accordance  with the  Fannie  Mae  Guides  manage,  conserve,
protect  and  operate  each REO  Property  in the same  manner that it manages,
conserves,  protects  and  operates  other  foreclosed  property  for  its  own
account,  and in the same manner that similar  property in the same locality as
the REO  Property is managed.  The Company  shall cause each REO Property to be
inspected  promptly upon the  acquisition of title thereto and shall cause each
REO Property to be inspected at least  monthly  thereafter  or more  frequently
as required by the  circumstances.  The Company  shall make or cause to be made
a written  report of each such  inspection.  Such reports  shall be retained in
the Mortgage  File and copies  thereof shall be forwarded by the Company to the
Purchaser.

      The  Company  shall use its best  efforts to dispose of the REO  Property
as soon as possible  and shall sell such REO  Property in any event  within one
year  after  title has been  taken to such REO  Property,  unless  the  Company
determines,  and gives an  appropriate  notice to the Purchaser to such effect,
that a longer  period is  necessary  for the  orderly  liquidation  of such REO
Property.  If a  longer  period  than  one (1)  year  is  permitted  under  the
foregoing  sentence  and is  necessary  to sell any REO  Property,  the Company
shall  report  monthly  to the  Purchaser  as to the  progress  being  made  in
selling  such REO  Property.  No REO  Property  shall be marketed for less than
the Appraised  Value,  without the prior consent of Purchaser.  No REO Property
shall be sold for less than ninety five percent (95%) of its  Appraised  Value,
without the prior  consent of  Purchaser.  All  requests for  reimbursement  of
Servicing  Advances  shall be in  accordance  with the Fannie Mae  Guides.  The
disposition  of REO  Property  shall  be  carried  out by the  Company  at such
price,  and upon such terms and  conditions,  as the Company deems to be in the
best  interests of the Purchaser  (subject to the above  conditions)  only with
the prior written  consent of the  Purchaser.  Company  shall  provide  monthly
reports to Purchaser  in  reference  to the status of the  marketing of the REO
Properties.

      Notwithstanding   anything  to  the  contrary   contained   herein,   the
Purchaser  may,  at the  Purchaser's  sole  option,  terminate  the  Company as
servicer of any such REO Property  without  payment of any termination fee with
respect  thereto,  provided that the Company shall on the date said termination
takes  effect be  reimbursed  for any  unreimbursed  advances of the  Company's
funds made  pursuant to Section 5.03 and any  unreimbursed  Servicing  Advances
and Servicing Fees in each case relating to the Mortgage Loan  underlying  such
REO  Property  notwithstanding  anything to the  contrary  set forth in Section
4.05.  In the event of any such  termination,  the  provisions of Section 11.01
hereof  shall  apply  to  said   termination  and  the  transfer  of  servicing
responsibilities  with  respect to such REO  Property to the  Purchaser  or its
designee.  Within five (5) Business Days of any such  termination,  the Company
shall,  if necessary  convey such  property to the  Purchaser and shall further
provide the  Purchaser  with the  following  information  regarding the subject
REO  Property:  the related drive by appraisal or brokers  price  opinion,  and
copies  of  any  related  Mortgage  Impairment   Insurance  Policy  claims.  In
addition,  within  five (5)  Business  Days,  the  Company  shall  provide  the
Purchaser  with the following  information  regarding the subject REO Property:
the  related  trustee's  deed  upon  sale  and  copies  of any  related  hazard
insurance claims, or repair bids.

      Section 4.14      Notification of Maturity Date.


                                      53
(page)

       With  respect to each  Mortgage  Loan,  the  Company  shall  execute and
deliver  to  the  Mortgagor  any  and  all  necessary  notices  required  under
applicable  law and  the  terms  of the  related  Mortgage  Note  and  Mortgage
regarding the maturity date if required under applicable law.

                                   ARTICLE V

                           PAYMENTS TO THE PURCHASER

      Section 5.01      Distributions.

      On each  Remittance  Date, the Company shall  distribute by wire transfer
of  immediately  available  funds to the Purchaser (i) all amounts  credited to
the   Custodial   Account  as  of  the  close  of  business  on  the  preceding
Determination  Date, net of charges  against or withdrawals  from the Custodial
Account  pursuant  to Section  4.05,  plus (ii) all Monthly  Advances,  if any,
which the Company is obligated to distribute  pursuant to Section  5.03,  plus,
(iii)  interest  at  the  Mortgage  Loan   Remittance  Rate  on  any  Principal
Prepayment  from the date of such Principal  Prepayment  through the end of the
month for which  disbursement  is made provided  that the Company's  obligation
as to payment of such  interest  shall be limited to the  Servicing  Fee earned
during the month of the  distribution,  minus (iv) any amounts  attributable to
Monthly  Payments  collected  but due on a Due Date or Dates  subsequent to the
preceding   Determination   Date,  which  amounts  shall  be  remitted  on  the
Remittance  Date  next  succeeding  the Due  Period  for  such  amounts.  It is
understood  that,  by operation of Section  4.04,  the  remittance on the first
Remittance  Date with  respect to  Mortgage  Loans  purchased  pursuant  to the
related  Term Sheet is to include  principal  collected  after the Cut-off Date
through  the  preceding  Determination  Date  plus  interest,  adjusted  to the
Mortgage  Loan  Remittance  Rate  collected  through  such  Determination  Date
exclusive of any portion  thereof  allocable to the period prior to the Cut-off
Date, with the adjustments specified in clauses (ii), (iii) and (iv) above.

      With  respect  to any  remittance  received  by the  Purchaser  after the
Remittance  Date,  the Company shall pay to the Purchaser  interest on any such
late  payment at an annual  rate equal to the Prime  Rate,  adjusted  as of the
date of each change plus two (2)  percentage  points,  but in no event  greater
than the maximum  amount  permitted by  applicable  law.  Such  interest  shall
cover the  period  commencing  with the day  following  the  Business  Day such
payment  was due and ending  with the  Business  Day on which  such  payment is
made to the Purchaser,  both inclusive.  The payment by the Company of any such
interest  shall not be deemed an  extension  of time for payment or a waiver of
any Event of Default by the  Company.  On each  Remittance  Date,  the  Company
shall  provide  a  remittance  report  detailing  all  amounts  being  remitted
pursuant to this Section 5.01.

      Section 5.02      Statements to the Purchaser.


                                      54
(page)

      The Company  shall  furnish to Purchaser an  individual  loan  accounting
report,  as of the last Business Day of each month,  in the Company's  assigned
loan number order to document  Mortgage Loan payment  activity on an individual
Mortgage   Loan  basis.   With  respect  to  each  month,   the   corresponding
individual loan  accounting  report shall be received by the Purchaser no later
than the tenth  calendar day of the following  month on a disk or tape or other
computer-readable  format in such  format  as may be  mutually  agreed  upon by
both  Purchaser  and Company,  and no later than the fifth  Business Day of the
following month in hard copy, and shall contain the following:

      (i)  With   respect  to  each  Monthly   Payment,   the  amount  of  such
remittance  allocable  to  principal  (including  a separate  breakdown  of any
Principal  Prepayment,   including  the  date  of  such  prepayment,   and  any
prepayment  penalties or premiums,  along with a detailed report of interest on
principal prepayment amounts remitted in accordance with Section 4.04);

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

      (iii) the  amount  of  servicing  compensation  received  by the  Company
during the prior distribution period;

      (iv)  the aggregate Stated Principal Balance of the Mortgage Loans;

      (v) the aggregate of any expenses  reimbursed  to the Company  during the
prior distribution period pursuant to Section 4.05;

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

      The Company  shall also provide a trial  balance,  sorted in  Purchaser's
assigned  loan number  order,  in the form of Exhibit E hereto,  with each such
Report.

      The Company  shall  prepare and file any and all  information  statements
or  other  filings  required  to  be  delivered  to  any  governmental   taxing
authority or to Purchaser  pursuant to any  applicable  law with respect to the
Mortgage  Loans and the  transactions  contemplated  hereby.  In addition,  the
Company shall provide  Purchaser with such information  concerning the Mortgage
Loans as is necessary  for  Purchaser to prepare its federal  income tax return
as Purchaser may reasonably request from time to time.

      In  addition,  not  more  than  sixty  (60)  days  after  the end of each
calendar  year,  the Company  shall  furnish to each Person who was a Purchaser
at any time during such  calendar year an annual  statement in accordance  with
the  requirements  of applicable  federal income tax law as to the aggregate of
remittances for the applicable portion of such year.


                                      55
(page)

      Section 5.03      Monthly Advances by the Company.

            Not  later  than  the  close  of  business  on  the   Business  Day
preceding  each  Remittance  Date,  the Company  shall deposit in the Custodial
Account  an  amount  equal  to all  payments  not  previously  advanced  by the
Company,  whether or not deferred  pursuant to Section 4.01, of principal  (due
after the Cut-off  Date) and interest not  allocable to the period prior to the
Cut-off Date,  adjusted to the Mortgage Loan  Remittance  Rate,  which were due
on a Mortgage  Loan and  delinquent  at the close of  business  on the  related
Determination  Date;  provided,  however,  that the  Company may use the Amount
Held  for  Future  Distribution  (as  defined  below)  then on  deposit  in the
Custodial  Account to make such Monthly  Advances.  The Company  shall  deposit
any  portion of the Amount  Held for Future  Distribution  used to pay  Monthly
Advances  into the  Custodial  Account  on any  future  Remittance  Date to the
extent  that  the  funds  that  are  available  in the  Custodial  Account  for
remittance  to the Purchaser on such  Remittance  Date are less than the amount
of payments required to be made to the Purchaser on such Remittance Date.

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

      The  Company's  obligation  to  make  such  Monthly  Advances  as to  any
Mortgage Loan will continue  through the last Monthly  Payment due prior to the
payment in full of the Mortgage Loan, or through the  Remittance  Date prior to
the  date on which  the  Mortgaged  Property  liquidates  (including  Insurance
Proceeds,  proceeds  from the sale of REO  Property or  Condemnation  Proceeds)
with respect to the Mortgage  Loan unless the Company  deems such advance to be
nonrecoverable.  In such event,  the Company  shall deliver to the Purchaser an
Officer's  Certificate  of the  Company  to the  effect  that an officer of the
Company has  reviewed  the related  Mortgage  File and has made the  reasonable
determination that any additional advances are nonrecoverable.

      Section 5.04      Liquidation Reports.

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

                                  ARTICLE VI

                         GENERAL SERVICING PROCEDURES


                                      56
(page)

      Section 6.01      Assumption Agreements.

      The  Company  will,  to  the  extent  it  has  actual  knowledge  of  any
conveyance  or  prospective  conveyance  by  any  Mortgagor  of  the  Mortgaged
Property  (whether by absolute  conveyance or by contract of sale,  and whether
or not the  Mortgagor  remains or is to remain  liable under the Mortgage  Note
and/or the  Mortgage),  exercise its rights to accelerate  the maturity of such
Mortgage Loan under any  "due-on-sale"  clause to the extent  permitted by law;
provided,  however,  that the  Company  shall not  exercise  any such rights if
prohibited  by law or the terms of the  Mortgage  Note from  doing so or if the
exercise of such rights would  impair or threaten to impair any recovery  under
the  related  Primary  Mortgage  Insurance  Policy or Lender  Primary  Mortgage
Insurance  Policy,  if any.  If the  Company  reasonably  believes it is unable
under  applicable law to enforce such  "due-on-sale"  clause,  the Company will
enter  into an  assumption  agreement  with the  person  to whom the  Mortgaged
Property  has been  conveyed or is proposed to be  conveyed,  pursuant to which
such  person  becomes  liable  under  the  Mortgage  Note  and,  to the  extent
permitted  by  applicable  state law, the  Mortgagor  remains  liable  thereon.
Where an  assumption  is allowed  pursuant to this Section  6.01,  the Company,
with the prior consent of the Purchaser and the primary  mortgage  insurer,  if
any, is authorized to enter into a  substitution  of liability  agreement  with
the person to whom the  Mortgaged  Property has been conveyed or is proposed to
be  conveyed  pursuant  to  which  the  original  mortgagor  is  released  from
liability  and such Person is  substituted  as  mortgagor  and  becomes  liable
under  the  related   Mortgage  Note.  Any  such   substitution   of  liability
agreement shall be in lieu of an assumption agreement.

      In  connection  with any such  assumption or  substitution  of liability,
the Company  shall follow the  underwriting  practices  and  procedures  of the
Company.  With respect to an  assumption  or  substitution  of  liability,  the
Mortgage  Interest Rate borne by the related  Mortgage  Note, the amount of the
Monthly  Payment and the maturity date may not be changed  (except  pursuant to
the terms of the  Mortgage  Note).  If the  credit of the  proposed  transferee
does not meet such  underwriting  criteria,  the Company  diligently  shall, to
the extent  permitted by the Mortgage or the  Mortgage  Note and by  applicable
law,  accelerate  the maturity of the Mortgage  Loan.  The Company shall notify
the Purchaser that any such  substitution of liability or assumption  agreement
has been  completed by  forwarding  to the  Purchaser  the original of any such
substitution  of liability or assumption  agreement,  which  document  shall be
added to the related Mortgage File and shall,  for all purposes,  be considered
a part of such  Mortgage  File to the same  extent as all other  documents  and
instruments  constituting  a part  thereof.  All fees  collected by the Company
for entering into an assumption or  substitution  of liability  agreement shall
belong to the Company.

      Notwithstanding  the  foregoing  paragraphs  of this Section or any other
provision  of  this  Agreement,  the  Company  shall  not  be  deemed  to be in
default,  breach or any other violation of its obligations  hereunder by reason
of any  assumption  of a Mortgage  Loan by operation  of law or any  assumption
which the  Company may be  restricted  by law from  preventing,  for any reason
whatsoever.  For  purposes  of this  Section  6.01,  the term  "assumption"  is
deemed  to  also  include  a sale  of the  Mortgaged  Property  subject  to the
Mortgage  that  is  not   accompanied  by  an  assumption  or  substitution  of
liability agreement.


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            Section  6.02  Satisfaction  of  Mortgages  and Release of Mortgage
            Files.

      Upon the  payment in full of any  Mortgage  Loan,  or the  receipt by the
Company of a  notification  that  payment in full will be  escrowed in a manner
customary  for  such  purposes,   the  Company  will  immediately   notify  the
Purchaser by a  certification,  which  certification  shall include a statement
to the effect that all amounts  received or to be received in  connection  with
such  payment  which are  required to be  deposited  in the  Custodial  Account
pursuant  to Section  4.04 have been or will be so  deposited,  of a  Servicing
Officer and shall  request  delivery to it of the portion of the Mortgage  File
held by the  Purchaser.  The  Purchaser  shall no later than five (5)  Business
Days after receipt of such  certification  and request,  release or cause to be
released to the Company,  the related  Mortgage  Loan  Documents  and, upon its
receipt of such  documents,  the Company shall promptly  prepare and deliver to
the  Purchaser the requisite  satisfaction  or release.  No later than five (5)
Business  Days  following  its receipt of such  satisfaction  or  release,  the
Purchaser shall deliver,  or cause to be delivered,  to the Company the release
or  satisfaction  properly  executed  by the owner of record of the  applicable
mortgage  or its duly  appointed  attorney  in fact.  No  expense  incurred  in
connection with any instrument of  satisfaction  or deed of reconveyance  shall
be chargeable to the Custodial Account.

      In the event  the  Company  satisfies  or  releases  a  Mortgage  without
having  obtained  payment in full of the  indebtedness  secured by the Mortgage
or should it otherwise  prejudice  any right the  Purchaser  may have under the
mortgage  instruments,  the Company,  upon written  demand,  shall remit within
two (2) Business Days to the Purchaser the then outstanding  principal  balance
of the  related  Mortgage  Loan by deposit  thereof in the  Custodial  Account.
The  Company  shall  maintain  the  Fidelity  Bond  and  errors  and  omissions
insurance  insuring  the Company  against any loss it may sustain  with respect
to any  Mortgage  Loan not  satisfied in  accordance  with the  procedures  set
forth herein.

      From time to time and as  appropriate  for the  servicing or  foreclosure
of the  Mortgage  Loan,  including  for the  purpose  of  collection  under any
Primary  Mortgage   Insurance  Policy  or  Lender  Primary  Mortgage  Insurance
Policy,  the Purchaser  shall,  upon request of the Company and delivery to the
Purchaser of a servicing  receipt  signed by a Servicing  Officer,  release the
portion  of the  Mortgage  File  held by the  Purchaser  to the  Company.  Such
servicing  receipt  shall  obligate the Company to return the related  Mortgage
documents  to the  Purchaser  when the need  therefor  by the Company no longer
exists,  unless  the  Mortgage  Loan has been  liquidated  and the  Liquidation
Proceeds  relating to the Mortgage  Loan have been  deposited in the  Custodial
Account  or the  Mortgage  File or  such  document  has  been  delivered  to an
attorney,  or to a public trustee or other public  official as required by law,
for purposes of initiating or pursuing  legal action or other  proceedings  for
the   foreclosure   of   the   Mortgaged    Property   either   judicially   or
non-judicially,  and the Company has  delivered to the  Purchaser a certificate
of a Servicing  Officer  certifying as to the name and address of the Person to
which such  Mortgage  File or such  document was  delivered  and the purpose or
purposes  of such  delivery.  Upon  receipt  of a  certificate  of a  Servicing
Officer stating that such Mortgage Loan was liquidated,  the servicing  receipt
shall be released by the Purchaser to the Company.


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      Section 6.03      Servicing Compensation.

      As  compensation  for  its  services  hereunder,  the  Company  shall  be
entitled  to  withdraw  from the  Custodial  Account (to the extent of interest
payments  collected on the Mortgage Loans) or to retain from interest  payments
collected  on the Mortgage  Loans,  the amounts  provided for as the  Company's
Servicing  Fee,  subject to  payment  of  compensating  interest  on  Principal
Prepayments  as capped by the  Servicing  Fee  pursuant to Section  5.01 (iii).
Additional  servicing  compensation in the form of assumption fees, as provided
in Section  6.01,  and late payment  charges or otherwise  shall be retained by
the  Company  to the extent  not  required  to be  deposited  in the  Custodial
Account.  No  Servicing  Fee  shall  be  payable  in  connection  with  partial
Monthly  Payments.  The Company shall be required to pay all expenses  incurred
by it in connection  with its servicing  activities  hereunder and shall not be
entitled to reimbursement therefor except as specifically provided for.

      Section 6.04      Annual Statement as to Compliance.

      The Company will  deliver to the  Purchaser  and the Master  Servicer not
later  February  28 of each year  beginning  in  February  2005,  an  Officers'
Certificate  stating,  as to each signatory  thereof,  that (i) a review of the
activities  of  the  Company   during  the  preceding   calendar  year  and  of
performance   under  this   Agreement  has  been  made  under  such   officers'
supervision,  and (ii) to the best of such officers'  knowledge,  based on such
review,  the Company has fulfilled all of its obligations  under this Agreement
throughout  such year,  or, if there has been a default in the  fulfillment  of
any such  obligation,  specifying  each such default known to such officers and
the nature  and status of cure  provisions  thereof.  Copies of such  statement
shall be provided by the Company to the Purchaser upon request.

      Section 6.05      Annual Independent Certified Public
                        Accountants' Servicing Report.

      On or before  February 28 of each year  beginning  February  28, 2005 the
Company at its expense  shall cause a firm of  independent  public  accountants
which is a member of the American  Institute of  Certified  Public  Accountants
to  furnish a  statement  to the  Purchaser  to the  effect  that such firm has
examined certain  documents and records relating to the Company's  servicing of
mortgage  loans of the same type as the  Mortgage  Loans  pursuant to servicing
agreements  substantially  similar  to this  Agreement,  which  agreements  may
include  this  Agreement,  and  that,  on the  basis  of such  an  examination,
conducted  substantially  in the uniform  single  audit  program  for  mortgage
bankers,  such firm is of the opinion  that the  Company's  servicing  has been
conducted in compliance with the agreements  examined  pursuant to this Section
6.05,  except  for  (i)  such  exceptions  as such  firm  shall  believe  to be
immaterial,  and (ii)  such  other  exceptions  as  shall be set  forth in such
statement.  Copies of such  statement  shall be  provided by the Company to the
Purchaser and the Master  Servicer.  In addition,  on an annual basis,  Company
shall provided Purchaser with copies of its audited financial statements.


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            Section 6.06 Purchaser's Right to Examine Company Records.

      The  Purchaser  shall have the right to examine  and audit at its expense
upon reasonable  notice to the Company,  during business hours or at such other
times as might be reasonable  under  applicable  circumstances,  any and all of
the books,  records,  documentation  or other  information  of the Company,  or
held by another for the Company or on its behalf or  otherwise,  which  relates
to the  performance  or  observance  by the Company of the terms,  covenants or
conditions of this Agreement.

      The Company shall provide to the  Purchaser  and any  supervisory  agents
or  examiners  representing  a state  or  federal  governmental  agency  having
jurisdiction  over the  Purchaser,  including  but not limited to OTS, FDIC and
other  similar  entities,  access to any  documentation  regarding the Mortgage
Loans  in  the  possession  of  the  Company  which  may  be  required  by  any
applicable  regulations.  Such access shall be afforded  without  charge,  upon
reasonable  request,  during  normal  business  hours and at the offices of the
Company,  and in  accordance  with the federal  government,  FDIC,  OTS, or any
other similar regulations.

      Section 6.07      Annual Certification.

(a)   For so long as the  Mortgage  Loans  are  being  master  serviced  by the
Master  Servicer,  by February 28th of each year (or if not a Business Day, the
immediately  preceding  Business  Day),  or at any other time upon  thirty (30)
days written  request,  an officer of the Company  shall execute and deliver an
Officer's  Certificate  to the  Purchaser  and  the  Master  Servicer  for  the
benefit  of  the  Purchaser  and  the  Master   Servicer  and  their  officers,
directors and affiliates, certifying as to the following matters:

         (i)   Based  on my  knowledge,  the  information  in the  Annual
               Statement of  Compliance,  the Annual  Independent  Public
               Accountant's  Servicing Report and all servicing  reports,
               officer's  certificates and other information  relating to
               the  servicing  of the  Mortgage  Loans  submitted  to the
               Master  Servicer  taken as a whole,  does not  contain any
               untrue  statement  of a  material  fact or omit to state a
               material fact  necessary to make the  statements  made, in
               light of the  circumstances  under  which such  statements
               were  made,   not  misleading  as  of  the  date  of  this
               certification;


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         (ii)  The servicing  information  required to be provided to the
               Master  Servicer by the Company  under this  Agreement has
               been provided to the Master Servicer;

         (iii) I am responsible  for reviewing  the activities  performed
               by the  Company  under the  Agreement  and based  upon the
               review   required  by  this   Agreement,   and  except  as
               disclosed  in the Annual  Statement of  Compliance  or the
               Annual  Independent Public  Accountant's  Servicing Report
               submitted to the Master  Servicer,  the Company has, as of
               the date of this  certification  fulfilled its obligations
               under this Agreement; and


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         (iv)  I have  disclosed to the Master  Servicer all  significant
               deficiencies relating to the Company's compliance with the
               minimum  servicing  standards in accordance  with a review
               conducted   in   compliance   with  the   Uniform   Single
               Attestation   Program  for  Mortgage  Bankers  or  similar
               standard as set forth in the Agreement.

(b)   The Company  shall  indemnify  and hold  harmless the Purchaser and
Master  Servicer and their  officers,  directors,  agents and  affiliates
from and against  any losses,  damages,  penalties,  fines,  forfeitures,
reasonable  legal fees and related  costs,  judgments and other costs and
expenses  arising  out of or based upon a breach by the Company or any of
its officers,  directors,  agents or affiliates of its obligations  under
this Section 6.07 or the negligence,  bad faith or willful  misconduct of
the Company in  connection  therewith.  If the  indemnification  provided
for  herein  is  unavailable  or   insufficient   to  hold  harmless  the
Purchaser  or Master  Servicer,  then the  Company  agrees  that it shall
contribute  to the  amount  paid or payable  by the  Purchaser  or Master
Servicer as a result of the losses,  claims,  damages or  liabilities  of
the Purchaser or Master  Servicer in such  proportion  as is  appropriate
to reflect the  relative  fault of the  Purchaser  or Master  Servicer on
the one hand and the  Company  on the other in  connection  with a breach
of the  Company's  obligations  under this Section 6.07 or the  Company's
negligence, bad faith or willful misconduct in connection therewith.

                                  ARTICLE VII

                      REPORTS TO BE PREPARED BY SERVICER

            Section 7.01  Company  Shall  Provide  Information  as  Reasonably
            Required.


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      The  Company  shall  furnish  to the  Purchaser  during  the term of this
Agreement,   such   periodic,   special  or  other   reports,   information  or
documentation,  whether or not  provided  for  herein,  as shall be  necessary,
reasonable  or  appropriate  in  respect  to the  Purchaser,  or  otherwise  in
respect to the Mortgage  Loans and the  performance  of the Company  under this
Agreement,  including  any reports,  information  or  documentation  reasonably
required to comply with any  regulations  regarding any  supervisory  agents or
examiners of the  Purchaser all such reports or  information  to be as provided
by and in accordance  with such applicable  instructions  and directions as the
Purchaser  may  reasonably  request  in  relation  to  this  Agreement  or  the
performance  of the  Company  under  this  Agreement.  The  Company  agrees  to
execute  and  deliver  all such  instruments  and take all such  action  as the
Purchaser,  from time to time,  may  reasonably  request in order to effectuate
the purpose and to carry out the terms of this Agreement.

      In connection with marketing the Mortgage  Loans,  the Purchaser may make
available  to a  prospective  purchaser  audited  financial  statements  of the
Company for the most  recently  completed  two (2) fiscal  years for which such
statements are available,  as well as a Consolidated  Statement of Condition at
the  end  of the  last  two  (2)  fiscal  years  covered  by  any  Consolidated
Statement  of  Operations.  If it has not already  done so, the  Company  shall
furnish  promptly to the  Purchaser or a  prospective  purchaser  copies of the
statements specified above.

      The Company  shall make  reasonably  available  to the  Purchaser  or any
prospective  Purchaser a knowledgeable  financial or accounting officer for the
purpose of  answering  questions  and to permit any  prospective  purchaser  to
inspect the Company's  servicing  facilities for the purpose of satisfying such
prospective  purchaser  that  the  Company  has  the  ability  to  service  the
Mortgage Loans as provided in this Agreement.


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                                 ARTICLE VIII

                                 THE SERVICER

      Section 8.01      Indemnification; Third Party Claims.

      The  Company  agrees to  indemnify  the  Purchaser  and hold it  harmless
against any and all claims, losses,  damages,  penalties,  fines,  forfeitures,
legal  fees  and  related  costs,  judgments,  and any  other  costs,  fees and
expenses  that the  Purchaser  may sustain in any way related to the failure of
the Company to observe and perform  its  duties,  obligations,  covenants,  and
agreements to service the Mortgage  Loans in compliance  with the terms of this
Agreement.   The  Company  agrees  to  indemnify  the  Purchaser  and  hold  it
harmless  against  any and  all  claims,  losses,  damages,  penalties,  fines,
forfeitures,  legal fees and related  costs,  judgments,  and any other  costs,
fees and  expenses  that the  Purchaser  may  sustain in any way related to the
breach of a  representation  or warranty set forth in Sections  3.01 or 3.02 of
this  Agreement.  The  Company  shall  immediately  notify the  Purchaser  if a
claim is made by a third party against  Company with respect to this  Agreement
or the Mortgage  Loans,  assume (with the consent of the Purchaser) the defense
of any such  claim and pay all  expenses  in  connection  therewith,  including
counsel  fees,  whether  or not such claim is settled  prior to  judgment,  and
promptly  pay,  discharge  and  satisfy  any  judgment  or decree  which may be
entered  against it or the  Purchaser  in respect of such  claim.  The  Company
shall  follow  any  written   instructions   received  from  the  Purchaser  in
connection  with  such  claim.  The  Purchaser  shall  promptly  reimburse  the
Company  for  all  amounts  advanced  by  it  pursuant  to  the  two  preceding
sentences  except  when the claim  relates  to the  failure  of the  Company to
service and  administer  the  Mortgages  in  compliance  with the terms of this
Agreement,  the breach of  representation  or  warranty  set forth in  Sections
3.01 or 3.02,  or the gross  negligence,  bad faith or  willful  misconduct  of
Company.  The  provisions  of this Section 8.01 shall  survive  termination  of
this  Agreement.  Nothing  herein shall be construed to impose any liability on
the  Company  in  the  event  it  has,  in  good  faith,   complied   with  any
instructions  of Purchaser,  which  instructions  are contrary to the terms and
provisions of this agreement.

      Section 8.02      Merger or Consolidation of the Company.

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


                                      63
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      Any Person into which the Company may be merged or  consolidated,  or any
corporation  resulting from any merger,  conversion or  consolidation  to which
the Company shall be a party,  or any Person  succeeding to the business of the
Company  whether or not related to loan  servicing,  shall be the  successor of
the  Company  hereunder,  without the  execution  or filing of any paper or any
further act on the part of any of the parties  hereto,  anything  herein to the
contrary  notwithstanding;  provided,  however, that the successor or surviving
Person, or the parent company of such successor or surviving  Person,  shall be
an  institution  (i)  having a GAAP net worth not less than  $25,000,000,  (ii)
which is a  HUD-approved  mortgagee  whose primary  business is in  origination
and  servicing of first lien mortgage  loans,  and (iii) who is a Fannie Mae or
FHLMC approved  seller/servicer in good standing;  provided,  however,  that if
such  successor or surviving  Person does not have a GAAP net worth of at least
$25,000,000,  the parent  company of such  successor or surviving  Person shall
act as  guarantor  with  respect  to such  successor's  obligations  under this
Agreement.

      Section 8.03 Limitation on Liability of the Company and Others.

      Neither the Company nor any of the  officers,  employees or agents of the
Company  shall be under any  liability to the Purchaser for any action taken or
for  refraining  from the taking of any action in good faith  pursuant  to this
Agreement,  or for errors in judgment  made in good faith;  provided,  however,
that this  provision  shall not protect the Company or any such person  against
any  breach of  warranties  or  representations  made  herein,  or  failure  to
perform its  obligations  in compliance  with any standard of care set forth in
this  Agreement,  or any liability  which would  otherwise be imposed by reason
of  negligence,  bad faith or  willful  misconduct,  or any breach of the terms
and  conditions  of this  Agreement.  The Company and any officer,  employee or
agent of the Company  may rely in good faith on any  document of any kind prima
facie properly  executed and submitted by the Purchaser  respecting any matters
arising  hereunder.  The Company  shall not be under any  obligation  to appear
in,  prosecute  or  defend  any legal  action  which is not  incidental  to its
duties to service the Mortgage  Loans in  accordance  with this  Agreement  and
which in its  reasonable  opinion may involve it in any expenses or  liability;
provided,  however,  that the Company may,  with the consent of the  Purchaser,
undertake  any such action which it may deem  necessary or desirable in respect
to this  Agreement  and the rights and duties of the  parties  hereto.  In such
event,  the  reasonable  legal  expenses  and  costs  of  such  action  and any
liability  resulting  therefrom  shall be expenses,  costs and  liabilities for
which the  Purchaser  will be liable,  and the Company  shall be entitled to be
reimbursed therefor from the Purchaser upon written demand.

      Section 8.04      Company Not to Assign or Resign.

      The  Company  shall  not  assign  this   Agreement  or  resign  from  the
obligations  and duties  hereby  imposed on it except by mutual  consent of the
Company and the Purchaser or upon the  determination  that its duties hereunder
are no longer  permissible  under applicable law and such incapacity  cannot be
cured by the Company.  Any such  determination  permitting  the  resignation of
the  Company  shall be  evidenced  by an  Opinion  of  Counsel  to such  effect
delivered  to the  Purchaser  which  Opinion  of  Counsel  shall be in form and
substance  acceptable  to the  Purchaser.  No  such  resignation  shall  become
effective until a successor  shall have assumed the Company's  responsibilities
and obligations hereunder in the manner provided in Section 11.01.


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      Section 8.05      No Transfer of Servicing.

      With  respect to the  retention  of the Company to service  the  Mortgage
Loans  hereunder,  the Company  acknowledges  that the  Purchaser  has acted in
reliance upon the Company's  independent  status, the adequacy of its servicing
facilities,   plan,   personnel,   records  and   procedures,   its  integrity,
reputation  and  financial  standing and the  continuance  thereof.  Without in
any way limiting the  generality of this Section,  the Company shall not either
assign this  Agreement  or the  servicing  hereunder  or delegate its rights or
duties  hereunder or any portion thereof,  or sell or otherwise  dispose of all
or  substantially  all of its  property  or  assets,  other  than in the normal
course of  business,  without  the prior  written  approval  of the  Purchaser,
which consent  shall not be  unreasonably  withheld;  provided that the Company
may assign the  Agreement and the  servicing  hereunder  without the consent of
Purchaser  to an  affiliate  of the  Company  to  which  all  servicing  of the
Company is assigned so long as (i) such  affiliate  is a Fannie Mae and Freddie
Mac approved  servicer and (ii) if it is intended  that such  affiliate be spun
off to the  shareholders  of the Company,  such affiliate have a GAAP net worth
of at  least  $25,000,000  and  (iii)  such  affiliate  shall  deliver  to  the
Purchaser a  certification  pursuant to which such affiliate  shall agree to be
bound by the terms and  conditions  of this  Agreement  and shall  certify that
such  affiliate  is a Fannie Mae and  Freddie  Mac  approved  servicer  in good
standing..

      Without in any way limiting the  generality  of this Section 8.05, in the
event that the Company  either  shall assign this  Agreement  or the  servicing
responsibilities  hereunder  or delegate  its duties  hereunder  or any portion
thereof  without (i) satisfying the  requirements  set forth herein or (ii) the
prior  written  consent of the  Purchaser,  then the  Purchaser  shall have the
right to  terminate  this  Agreement,  without  any  payment of any  penalty or
damages and without any liability  whatsoever  to the Company  (other than with
respect to accrued but unpaid Servicing Fees and Servicing  Advances  remaining
unpaid) or any third party.


                                      65
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                                  ARTICLE IX

                                    DEFAULT

      Section 9.01      Events of Default.

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

      (i) any  failure by the  Company to remit to the  Purchaser  any  payment
required  to be  made  under  the  terms  of  this  Agreement  which  continues
unremedied for a period of one (1) Business Day; or

      (ii)  failure  on the part of the  Company  duly to observe or perform in
any material  respect any other of the  covenants or  agreements on the part of
the  Company  set forth in this  Agreement  which  continues  unremedied  for a
period of  thirty  (30) days  after  the date on which  written  notice of such
failure  shall  have  been  given  to the  Company  by the  Purchaser,  and the
remedial period provided for herein has expired; or

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

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

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

      (vi)  Company  ceases to be approved  by either  Fannie Mae or FHLMC as a
mortgage loan seller or servicer for more than thirty (30) days; or

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


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      (viii)  the  Company  ceases to be (a)  licensed  to  service  first lien
residential  mortgage loans in any  jurisdiction in which a Mortgaged  Property
is located  and such  licensing  is  required,  and (b)  qualified  to transact
business in any  jurisdiction  where it is currently so qualified,  but only to
the  extent  such  non-qualification   materially  and  adversely  affects  the
Company's ability to perform its obligations hereunder; or

      (ix) the  Company  fails to meet the  eligibility  criteria  set forth in
the last sentence of Section 8.02; or

      (x)   failure by the Company to duly  perform,  within the required  time
period,  its  obligations  under  Section  6.04,  6.05 or 6.07,  which  failure
continues  unremedied  for a period  of  fifteen  (15)  days  after the date on
which  written  notice  of such  failure,  requiring  the same to be  remedied,
shall have been given to the Company by any party to this  Agreement  or by the
Master Servicer.

      Then,  and in each and every  such  case,  so long as an Event of Default
shall not have been  remedied,  the  Purchaser,  by  notice in  writing  to the
Company  (except in the case of an Event of Default under clauses  (iii),  (iv)
or (v) above,  in which case,  automatically  and without  notice) Company may,
in addition to whatever  rights the Purchaser may have under  Sections 3.03 and
8.01 and at law or  equity  or to  damages,  including  injunctive  relief  and
specific  performance,  terminate all the rights and obligations of the Company
under  this  Agreement  and in  and to the  Mortgage  Loans  and  the  proceeds
thereof  without  compensating  the  Company  for the  same.  On or  after  the
receipt by the Company of such  written  notice (or, in the case of an Event of
Default under clauses (iii),  (iv) or (v) above,  in which case,  automatically
and  without  notice),  all  authority  and  power of the  Company  under  this
Agreement,  whether  with  respect to the Mortgage  Loans or  otherwise,  shall
pass to and be vested in the  successor  appointed  pursuant to Section  11.01.
Upon written  request from the Purchaser,  the Company shall  prepare,  execute
and  deliver,  any and all  documents  and  other  instruments,  place  in such
successor's  possession  all Mortgage  Files,  and do or  accomplish  all other
acts or things  necessary or  appropriate to effect the purposes of such notice
of   termination,   whether  to  complete  the  transfer  and   endorsement  or
assignment of the Mortgage Loans and related  documents,  or otherwise,  at the
Company's  sole  expense.  The Company  agrees to cooperate  with the Purchaser
and  such   successor   in  effecting   the   termination   of  the   Company's
responsibilities  and rights  hereunder,  including,  without  limitation,  the
transfer to such successor for  administration  by it of all cash amounts which
shall at the time be  credited  by the  Company  to the  Custodial  Account  or
Escrow  Account or thereafter  received  with respect to the Mortgage  Loans or
any REO Property.

      Section 9.02      Waiver of Defaults.


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      The  Purchaser  may waive  only by  written  notice  any  default  by the
Company   in  the   performance   of  its   obligations   hereunder   and   its
consequences.  Upon any such  waiver  of a past  default,  such  default  shall
cease to exist,  and any Event of Default arising  therefrom shall be deemed to
have been  remedied for every purpose of this  Agreement.  No such waiver shall
extend  to any  subsequent  or other  default  or impair  any right  consequent
thereon except to the extent expressly so waived in writing.

                                   ARTICLE X

                                  TERMINATION

      Section 10.01     Termination.

            The  respective  obligations  and  responsibilities  of the Company
shall   terminate   upon:   (i)  the  later  of  the  final  payment  or  other
liquidation  (or any advance with respect  thereto) of the last  Mortgage  Loan
and the  disposition  of all remaining  REO Property and the  remittance of all
funds  due  hereunder;  or  (ii)  by  mutual  consent  of the  Company  and the
Purchaser in writing;  or (iii)  termination with cause under the terms of this
Agreement;  or (iv) at the  Purchaser's  option and upon written  notice to the
Company,  if any  Mortgage  Loan  becomes  90 days  or  greater  delinquent  in
payment  of a  scheduled  Monthly  Payment,  but  solely  with  respect to such
Mortgage  Loan;  or (v) at the  Purchaser's  option and upon written  notice to
the  Company,  if the sum of all  Mortgage  Loans  that are 90 days or  greater
delinquent  in  payment  of  a  scheduled  Monthly  Payment,  (including  those
Mortgage  Loans subject to  bankruptcy,  currently in  foreclosure  and any REO
Properties),  exceeds  7% of  the  aggregate  total  principal  amount  of  all
Mortgage  Loans  serviced  hereunder;  provided,  however,  that the  Purchaser
shall  not have the  right to  terminate  the  Company  if such  delinquencies,
bankruptcies  and REO  properties  are resulting from acts beyond the Company's
control,  including,  but not  limited  to,  acts of  God,  strikes,  lockouts,
riots,  acts of war or terrorism,  epidemics,  nationalization,  expropriation,
currency   restrictions,   communication   line   failures,   power   failures,
earthquakes or other natural  disasters.  For  termination  in accordance  with
clause  (iv) of this  subsection,  the  Company  shall be  deemed  to have been
terminated  with  cause and the  provisions  of Section  9.01 shall  apply with
respect to such  termination.  For  termination  in accordance  with clause (v)
of  this  subsection,   the  Company  shall  remain  as  "Company"  under  this
Agreement,  however  servicing  shall transfer to the Purchaser or its designee
as subservicer  for the Company,  in accordance  with a subservicing  agreement
to be provided  to the Company by the  Purchaser,  and the  Purchaser  shall be
paid  a   subservicing   fee  of  10  basis   points  for  such   subservicing.
Simultaneously  with  any  such  termination  and  the  transfer  of  servicing
hereunder,  the Company shall be entitled to be reimbursed for any  outstanding
Servicing Advances and Monthly Advances.

                                  ARTICLE XI

                           MISCELLANEOUS PROVISIONS


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      Section 11.01     Successor to the Company.

      Prior to  termination  of  Company's  responsibilities  and duties  under
this Agreement  pursuant to Sections  4.13,  8.04,  9.01,  10.01 (ii) or (iii),
the   Purchaser   shall  (i)  succeed  to  and  assume  all  of  the  Company's
responsibilities,  rights,  duties and  obligations  under this  Agreement,  or
(ii) appoint a successor having the  characteristics  set forth in Section 8.02
hereof  and  which  shall   succeed  to  all  rights  and  assume  all  of  the
responsibilities,  duties and  liabilities  of the Company under this Agreement
prior  to  the   termination   of   Company's   responsibilities,   duties  and
liabilities  under this  Agreement.  In connection  with such  appointment  and
assumption,  the Purchaser may make such  arrangements  for the compensation of
such  successor  out of payments on Mortgage  Loans as the  Purchaser  and such
successor   shall   agree.   In  the   event   that   the   Company's   duties,
responsibilities  and  liabilities  under this  Agreement  should be terminated
pursuant to the  aforementioned  Sections,  the Company  shall  discharge  such
duties  and  responsibilities  during  the  period  from the  date it  acquires
knowledge of such  termination  until the effective  date thereof with the same
degree of diligence and prudence  which it is obligated to exercise  under this
Agreement,  and shall take no action  whatsoever that might impair or prejudice
the  rights  or  financial  condition  of its  successor.  The  resignation  or
removal of Company  pursuant to the  aforementioned  Sections  shall not become
effective  until a successor  shall be  appointed  pursuant to this Section and
shall in no event  relieve the Company of the  representations  and  warranties
made  pursuant to Sections  3.01,  3.02 and 3.03 and the remedies  available to
the  Purchaser  thereunder  and under Section  8.01,  it being  understood  and
agreed that the  provisions of such Sections  3.01,  3.02,  3.03 and 8.01 shall
be  applicable  to  the  Company   notwithstanding   any  such  resignation  or
termination of the Company, or the termination of this Agreement.

      Any successor  appointed as provided  herein shall  execute,  acknowledge
and deliver to the Company and to the  Purchaser an instrument  accepting  such
appointment,  whereupon such  successor  shall become fully vested with all the
rights,  powers, duties,  responsibilities,  obligations and liabilities of the
Company,  with  like  effect  as  if  originally  named  as  a  party  to  this
Agreement.  Any  termination  or  resignation  of the Company or this Agreement
pursuant  to  Section  4.13,  8.04,  9.01 or 10.01  shall not affect any claims
that the  Purchaser  may have  against  the Company  arising  prior to any such
termination or resignation.

      The Company  shall  promptly  deliver to the  successor  the funds in the
Custodial  Account and the Escrow  Account and the  Mortgage  Files and related
documents  and  statements  held by it hereunder  and the Company shall account
for all funds.  The Company shall execute and deliver such  instruments  and do
such  other  things  all as may  reasonably  be  required  to  more  fully  and
definitely vest and confirm in the successor all such rights,  powers,  duties,
responsibilities,  obligations  and  liabilities  of the  Company.  Within  ten
(10)  Business  Days of the  execution  and delivery of such  instruments,  the
successor  shall  reimburse  the Company  for  unrecovered  Servicing  Advances
which the  successor  retains  hereunder  and which would  otherwise  have been
recovered by the Company  pursuant to this  Agreement  but for the  appointment
of the successor servicer.


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      Upon a successor's  acceptance of  appointment as such, the Company shall
notify by mail the Purchaser of such appointment.

      Section 11.02     Amendment.

      This  Agreement  may be amended  from time to time by the Company and the
Purchaser by written agreement signed by the Company and the Purchaser.


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      Section 11.03     Recordation of Agreement.

      To the extent  permitted by applicable  law, this Agreement is subject to
recordation  in all  appropriate  public  offices for real property  records in
all  the  counties  or  other  comparable  jurisdictions  in  which  any of the
properties   subject  to  the  Mortgages   are  situated,   and  in  any  other
appropriate  public  recording  office or  elsewhere,  such  recordation  to be
effected  by  the  Company  at  the  Company's  expense  on  direction  of  the
Purchaser  accompanied  by an  opinion  of  counsel  to the  effect  that  such
recordation  materially and beneficially  affects the interest of the Purchaser
or is necessary for the administration or servicing of the Mortgage Loans.

      Section 11.04     Governing Law.

      This  Agreement  and the  related  Term Sheet  shall be  governed  by and
construed  in  accordance  with the laws of the State of New York except to the
extent  preempted by Federal law. The  obligations,  rights and remedies of the
parties hereunder shall be determined in accordance with such laws.

      Section 11.05     Notices.

      Any  demands,  notices  or other  communications  permitted  or  required
hereunder  shall be in writing  and shall be deemed  conclusively  to have been
given  if  personally  delivered  at or  mailed  by  registered  mail,  postage
prepaid,  and return  receipt  requested  or  certified  mail,  return  receipt
requested,  or transmitted  by telex,  telegraph or telecopier and confirmed by
a similar mailed writing, as follows:

      (i)   if to the Company:

            HomeBanc Mortgage Corporation
            2002 Summit Boulevard, Suite 100
            Atlanta, GA 30319 Attention:
            Debra F. Watkins, EVP Capital Markets & Treasury
            Telecopier No.:  (404) 705-2301

            With a copy to:

            HomeBanc Mortgage Corporation
            2002 Summit Boulevard, Suite 100
            Atlanta, GA 30319
            Attention:  General Counsel
            Telecopier No.:  (404) 303-4069


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      (ii)  if to the Purchaser:

            EMC Mortgage Corporation
            Mac Arthur Ridge II,
            909 Hidden Ridge Drive, Suite 200
            Irving, Texas 75038
            Attention:  Ms. Raylene Ruyle
            Telecopier No.:

            With a copy to:

            Bear Stearns Mortgage Capital Corporation
            383 Madison Avenue
            New York, New York 10179
            Attention:  Michelle Sterling

or such other  address as may  hereafter  be  furnished  to the other  party by
like  notice.  Any such  demand,  notice or  communication  hereunder  shall be
deemed  to have been  received  on the date  delivered  to or  received  at the
premises  of  the  addressee  (as  evidenced,  in the  case  of  registered  or
certified mail, by the date noted on the return receipt).

      Section 11.06     Severability of Provisions.

      Any part,  provision,  representation  or warranty of this  Agreement and
the  related  Term  Sheet  which is  prohibited  or which is held to be void or
unenforceable  shall  be  ineffective  to the  extent  of such  prohibition  or
unenforceability  without  invalidating the remaining  provisions  hereof.  Any
part,  provision,  representation  or  warranty  of  this  Agreement  which  is
prohibited  or  unenforceable  or is held to be  void or  unenforceable  in any
jurisdiction shall be ineffective,  as to such  jurisdiction,  to the extent of
such  prohibition  or  unenforceability   without  invalidating  the  remaining
provisions  hereof,  and  any  such  prohibition  or  unenforceability  in  any
jurisdiction   as  to  any  Mortgage  Loan  shall  not   invalidate  or  render
unenforceable  such  provision  in  any  other  jurisdiction.   To  the  extent
permitted  by  applicable  law, the parties  hereto waive any  provision of law
that prohibits or renders void or unenforceable  any provision  hereof.  If the
invalidity  of  any  part,  provision,   representation  or  warranty  of  this
Agreement  shall  deprive  any party of the  economic  benefit  intended  to be
conferred by this  Agreement,  the parties shall  negotiate,  in good faith, to
develop a structure  the  economic  effect of which is nearly as  possible  the
same  as  the  economic  effect  of  this  Agreement  without  regard  to  such
invalidity.

      Section 11.07     Exhibits.

      The exhibits to this  Agreement are hereby  incorporated  and made a part
hereof and are an integral part of this Agreement.


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      Section 11.08     General Interpretive Principles.

      For purposes of this Agreement,  except as otherwise  expressly  provided
or unless the context otherwise requires:

      (i)         the  terms  defined  in  this  Agreement  have  the  meanings
assigned  to them in this  Agreement  and  include  the  plural  as well as the
singular,  and the use of any  gender  herein  shall be deemed to  include  the
other gender;

      (ii)        accounting  terms  not  otherwise  defined  herein  have  the
meanings  assigned to them in accordance  with  generally  accepted  accounting
principles;

      (iii)       references  herein to "Articles",  "Sections",  Subsections",
"Paragraphs",  and other  subdivisions  without  reference to a document are to
designated Articles, Sections,  Subsections,  Paragraphs and other subdivisions
of this Agreement;

      (iv)        a reference to a Subsection  without  further  reference to a
Section is a reference to such  Subsection  as contained in the same Section in
which the reference  appears,  and this rule shall also apply to Paragraphs and
other subdivisions;

      (v)   the words  "herein",  "hereof  ",  "hereunder"  and other  words of
similar  import refer to this  Agreement  as a whole and not to any  particular
provision;

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

      (vii)       headings of the Articles and Sections in this  Agreement  are
for  reference  purposes  only and shall not be deemed to have any  substantive
effect.

      Section 11.09     Reproduction of Documents.

      This Agreement and all documents  relating  thereto,  including,  without
limitation,  (i)  consents,  waivers and  modifications  which may hereafter be
executed,  (ii)  documents  received  by any  party at the  closing,  and (iii)
financial  statements,   certificates  and  other  information   previously  or
hereafter  furnished,  may  be  reproduced  by any  photographic,  photostatic,
microfilm,  micro-card,  miniature  photographic or other similar process.  The
parties  agree that any such  reproduction  shall be  admissible in evidence as
the original itself in any judicial or  administrative  proceeding,  whether or
not the  original  is in  existence  and whether or not such  reproduction  was
made by a party in the regular  course of business,  and that any  enlargement,
facsimile  or further  reproduction  of such  reproduction  shall  likewise  be
admissible in evidence.


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      Section 11.10     Confidentiality of Information.

      Each party  recognizes  that, in connection with this  Agreement,  it may
become privy to  non-public  information  regarding  the  financial  condition,
operations  and  prospects  of the other  party.  Each party agrees to keep all
non-public  information  regarding the other party strictly  confidential,  and
to use all such  information  solely in order to effectuate  the purpose of the
Agreement,  provided that each party may provide  confidential  information  to
its employees,  agents and affiliates who have a need to know such  information
in  order  to  effectuate   the   transaction,   provided   further  that  such
information  is  identified  as   confidential   non-public   information.   In
addition,  confidential  information may be provided to a regulatory  authority
with   supervisory   power  over  Purchaser,   provided  such   information  is
identified as confidential non-public information.

      Section 11.11     Recordation of Assignments of Mortgage.

      For each Mortgage  Loan that is not a MERS  Mortgage  Loan, to the extent
permitted  by  applicable   law,  each  of  the   Assignments   is  subject  to
recordation  in all  appropriate  public  offices for real property  records in
all the counties or other  comparable  jurisdictions in which any or all of the
Mortgaged  Properties  are  situated,  and  in  any  other  appropriate  public
recording  office or elsewhere,  such  recordation to be effected by and at the
Company's   expense  in  the  event   recordation  is  either  necessary  under
applicable law or requested by the Purchaser at its sole option.

      Section 11.12     Assignment.

      The Purchaser  shall have the right,  without the consent of the Company,
to  assign,  in  whole or in part,  its  interest  under  this  Agreement  with
respect  to some or all of the  Mortgage  Loans,  and  designate  any person to
exercise any rights of the  Purchaser  hereunder,  by  executing an  Assignment
and  Assumption  Agreement  substantially  in the form of  Exhibit D hereto and
the assignee or designee shall accede to the rights and  obligations  hereunder
of the  Purchaser  with  respect  to such  Mortgage  Loans.  In no event  shall
Purchaser  sell a partial  interest in any  Mortgage  Loan  without the written
consent  of  Company,  which  consent  shall not be  unreasonably  denied.  All
references  to the Purchaser in this  Agreement  shall be deemed to include its
assignee  or  designee.  The  Company  shall  have  the  right,  only  with the
consent of the Purchaser or otherwise in  accordance  with this  Agreement,  to
assign,  in whole or in part,  its interest  under this  Agreement with respect
to some or all of the Mortgage Loans.

      Section 11.13     No Partnership.

      Nothing  herein  contained  shall be  deemed  or  construed  to  create a
co-partnership  or joint  venture  between the parties  hereto and the services
of the  Company  shall be  rendered  as an  independent  contractor  and not as
agent for Purchaser.

      Section 11.14     Execution: Successors and Assigns.


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

      Section 11.15     Entire Agreement.

      The  Company   acknowledges  that  no   representations,   agreements  or
promises  were made to the  Company by the  Purchaser  or any of its  employees
other  than  those   representations,   agreements  or  promises   specifically
contained herein and in the  Confirmation.  The Confirmation and this Agreement
and the  related  Term Sheet sets forth the entire  understanding  between  the
parties  hereto;  provided,  however,  only this Agreement and the related Term
Sheet shall be binding upon all  successors  of both  parties.  In the event of
any inconsistency  between the Confirmation and this Agreement,  this Agreement
and the related Term Sheet shall control.

      Section 11.16.  No Solicitation.

      From and after the  Closing  Date,  the  Company  agrees that it will not
take any  action  or  permit  or  cause  any  action  to be taken by any of its
agents  or  affiliates,  to  personally,  by  telephone  or mail,  solicit  the
borrower or obligor  under any Mortgage  Loan to refinance  the Mortgage  Loan,
in whole or in part,  without  the  prior  written  consent  of the  Purchaser.
Notwithstanding   the   foregoing,   it  is  understood  and  agreed  that  (i)
promotions  undertaken  by the Company or any  affiliate  of the Company  which
are  directed to the general  public at large,  or segments  thereof,  provided
that no segment  shall  consist  primarily  of the Mortgage  Loans,  including,
without  limitation,  mass  mailing  based  on  commercially  acquired  mailing
lists,  newspaper,  radio and television  advertisements  and (ii) responses to
unsolicited  requests  or  inquiries  made  by a  Mortgagor  or an  agent  of a
Mortgagor,  shall not constitute  solicitation  under this Section 11.16.  This
Section  11.16  shall not be  deemed  to  preclude  the  Company  or any of its
affiliates from  soliciting any Mortgagor for any other  financial  products or
services.  The  Company  shall use its best  efforts to prevent the sale of the
name of any  Mortgagor  to any Person who is not an  affiliate  of the Company,
other than as permitted by law.

      Section 11.17.  Closing.

      The closing for the purchase  and sale of the  Mortgage  Loans shall take
place  on  the  related   Closing  Date.  The  closing  shall  be  either:   by
telephone,  confirmed  by  letter  or  wire  as the  parties  shall  agree,  or
conducted in person, at such place as the parties shall agree.


                                      75
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      The  closing  for the  Mortgage  Loans  to be  purchased  on the  related
Closing Date shall be subject to each of the following conditions:

      (a)   at least one (1)  Business Day prior to the related  Closing  Date,
the Company  shall deliver to the  Purchaser a magnetic  diskette,  or transmit
by modem, a listing on a loan-level  basis of the information  contained in the
related Mortgage Loan Schedule attached to the related Term Sheet;

      (b)   all of the  representations  and  warranties  of the Company  under
this Agreement  shall be materially  true and correct as of the related Closing
Date and no event  shall have  occurred  which,  with  notice or the passage of
time, would constitute a material default under this Agreement;

      (c)   the Purchaser  shall have received,  or the  Purchaser's  attorneys
shall  have  received  in  escrow,  all  documents  required  pursuant  to this
Agreement,  the  related  Term Sheet,  an opinion of counsel  and an  officer's
certificate,  all in such  forms  as are  agreed  upon  and  acceptable  to the
Purchaser,  duly  executed  by all  signatories  other  than the  Purchaser  as
required pursuant to the terms hereof;

      (d)   the Company  shall have  delivered  and  released to the  Purchaser
(or its  designee)  on or  prior to the  related  Closing  Date  all  documents
required  pursuant to the terms of this  Agreement  and the related Term Sheet;
and

      (e)   all other  terms and  conditions  of this  Agreement,  the  related
Term Sheet and the Confirmation shall have been materially complied with.

      Subject  to the  foregoing  conditions,  the  Purchaser  shall pay to the
Company on the related Closing Date the Purchase Price,  plus accrued  interest
pursuant to Section 2.02 of this  Agreement,  by wire  transfer of  immediately
available funds to the account designated by the Company.

      Section 11.18.    Cooperation of Company with a Reconstitution.

      The Company and the  Purchaser  agree that with respect to some or all of
the  Mortgage  Loans,  on or after the  related  Closing  Date,  on one or more
dates  (each a  "Reconstitution  Date") at the  Purchaser's  sole  option,  the
Purchaser may effect a sale (each,  a  "Reconstitution")  of some or all of the
Mortgage Loans then subject to this Agreement, without recourse, to:

      (a)    one or more third  party  purchasers  in one or more in whole loan
transfers (each, a "Whole Loan Transfer"); or

      (b)   one or more  trusts or other  entities  to be formed as part of one
or more pass-through transfers (each, a "Pass-Through Transfer").


                                      76
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      The Company  agrees to execute in connection  with any  agreements  among
the Purchaser,  the Company,  and any servicer in connection  with a Whole Loan
Transfer,  an Assignment,  Assumption and Recognition  Agreement  substantially
in the form of  Exhibit  D hereto,  or,  at  Purchaser's  request,  a  seller's
warranties and servicing  agreement or a participation and servicing  agreement
or  similar  agreement  in form  and  substance  reasonably  acceptable  to the
parties,  and in  connection  with  a  Pass-Through  Transfer,  a  pooling  and
servicing  agreement  in  form  and  substance  reasonably  acceptable  to  the
parties,  (collectively the agreements  referred to herein are designated,  the
"Reconstitution  Agreements").  It is understood  that any such  Reconstitution
Agreements  will not  contain any  greater  obligations  on the part of Company
than are contained in this Agreement.

      With respect to each Whole Loan Transfer and each  Pass-Through  Transfer
entered into by the Purchaser,  the Company agrees (1) to cooperate  fully with
the  Purchaser and any  prospective  purchaser  with respect to all  reasonable
requests  and due  diligence  procedures;  (2) to execute,  deliver and perform
all  Reconstitution  Agreements  required by the Purchaser;  (3) to restate the
representations   and  warranties  set  forth  in  this  Agreement  as  of  the
settlement  or closing date in connection  with such  Reconstitution  (each,  a
"Reconstitution  Date").  In that  connection,  the  Company  shall  provide to
such  servicer  or issuer,  as the case may be, and any other  participants  in
such  Reconstitution:   (i)  any  and  all  information   (including  servicing
portfolio  information) and appropriate  verification of information (including
servicing  portfolio  information)  which may be  reasonably  available  to the
Company,  whether through letters of its auditors and counsel or otherwise,  as
the  Purchaser or any such other  participant  shall  request  upon  reasonable
demand;  and  (ii)  such  additional  representations,  warranties,  covenants,
opinions  of  counsel,  letters  from  auditors,  and  certificates  of  public
officials  or  officers  of the  Company as are  reasonably  agreed upon by the
Company and the Purchaser or any such other  participant.  In  connection  with
each  Pass-Through  Transfer,  the  Company  agrees to provide  reasonable  and
customary  indemnification  to the Purchaser  and its affilates for  disclosure
contained in any offering  document  relating to the Company or its  affilates,
the Mortgage Loans and the  underwriting  standards of the Mortgage Loans.  The
Purchaser  shall be responsible  for the costs relating to the delivery of such
information.  All reasonable and customary  costs,  fees and expenses  incurred
by Company  pursuant to this provision  shall be reimbursed to it and be deemed
a condition precedent to its execution of any Reconstitution Agreement(s).

      All Mortgage Loans not sold or transferred  pursuant to a  Reconstitution
shall  remain  subject to, and serviced in  accordance  with the terms of, this
Agreement and the related Term Sheet,  and with respect  thereto this Agreement
and the related Term Sheet shall remain in full force and effect.


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

                                   EMC MORTGAGE CORPORATION
                                           Purchaser

                                    By:________________________
                                    Name:
                                    Title:

                                   HOMEBANC MORTGAGE CORPORATION
                                            Company

                                    By: _______________________
                                    Name:       Debra F. Watkins
                                    Title:      Executive Vice President


                                      78
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                                   EXHIBIT A
                           CONTENTS OF MORTGAGE FILE

      With  respect to each  Mortgage  Loan,  the Mortgage  File shall  include
each of the following  items,  which shall be available  for  inspection by the
Purchaser,  and which shall be retained  by the Company in the  Servicing  File
or delivered to the  Purchaser  or its designee  pursuant to Sections  2.04 and
2.05 of the Purchase, Warranties and Servicing Agreement.

      1.  The  original   Mortgage   Note   endorsed   "Pay  to  the  order  of
____________________________________________________,  without  recourse,"  and
signed via  original  signature  in the name of the  Company  by an  authorized
officer,  with all intervening  endorsements  showing a complete chain of title
from the  originator to the Company,  together with any applicable  riders.  In
no event may an  endorsement be a facsimile  endorsement.  If the Mortgage Loan
was  acquired  by  the  Company  in  a  merger,  the  endorsement  must  be  by
"[Company],  successor  by  merger  to  the  [name  of  predecessor]".  If  the
Mortgage Loan was acquired or  originated  by the Company while doing  business
under another name,  the  endorsement  must be by "[Company]  formerly known as
[previous  name]".  Mortgage  Notes may be in the form of a lost note affidavit
subject to Purchaser acceptability.

      2.  Except as  provided  below and for each  Mortgage  Loan that is not a
MERS  Mortgage  Loan,   the  original   Mortgage  with  evidence  of  recording
thereon.  If in  connection  with any Mortgage Loan that is not a MERS Mortgage
Loan,  the  Company  cannot  deliver  or cause  to be  delivered  the  original
Mortgage  with  evidence  of  recording  thereon  on or  prior  to the  related
Closing  Date because of a delay  caused by the public  recording  office where
such Mortgage has been  delivered for  recordation or because such Mortgage has
been  lost or  because  such  public  recording  office  retains  the  original
recorded  Mortgage,  the Company  shall deliver or cause to be delivered to the
Purchaser  a  photocopy  of such  Mortgage  together  with (i) in the case of a
delay caused by the public recording  office,  an Officer's  Certificate of the
title  insurer  insuring  the  Mortgage  stating  that such  Mortgage  has been
delivered to the appropriate  public  recording office for recordation and that
the original  recorded  Mortgage or a copy of such  Mortgage  certified by such
public  recording  office  to be a true  and  complete  copy  of  the  original
recorded  Mortgage  will be promptly  delivered to the  Purchaser  upon receipt
thereof  by the  Company;  or (ii) in the  case of a  Mortgage  where a  public
recording  office retains the original  recorded  Mortgage or in the case where
a Mortgage is lost after  recordation in a public  recording  office, a copy of
such Mortgage with the recording  information  thereon certified by such public
recording  office  to be a true  and  complete  copy of the  original  recorded
Mortgage.  With respect to each MERS  Mortgage  Loan,  the  original  Mortgage,
noting  the  presence  of the MIN of the  Mortgage  Loans and  either  language
indicating  that the Mortgage  Loan is a MOM Loan or if the  Mortgage  Loan was
not a MOM  Loan at  origination,  the  original  Mortgage  and  the  assignment
thereof to MERS,  with evidence of recording  indicated  thereon,  or a copy of
the Mortgage  certified by the public  recording  office in which such Mortgage
has been recorded;


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      3. The original or  certified  copy,  certified  by the  Company,  of the
Primary Mortgage Insurance Policy, if required.

      4.    In the  case  of each  Mortgage  Loan  that is not a MERS  Mortgage
Loan,  the  original  Assignment  of  Mortgage,  from the Company to  "Mortgage
Electronic  Registration Systems,  Inc., its successors and assigns, as nominee
for EMC  Mortgage  Corporation,  its  successors  and  assigns,  P.O. Box 2026,
Flint,  Michigan  48501-2026,"  or otherwise  in  accordance  with  Purchaser's
instructions,   which   assignment  of  mortgage  shall,  but  for  any  blanks
requested by Purchaser,  be in form and  substance  acceptable  for  recording.
If the Mortgage  Loan was  acquired or  originated  by the Company  while doing
business  under another name,  the  Assignment  must be by "[Company]  formerly
known as [previous  name]".  If the  Mortgage  Loan was acquired by the Company
in a merger,  the  endorsement  must be by  "[Company],  successor by merger to
the [name of  predecessor]".  None of the Assignments  are blanket  assignments
of mortgage;

      5.    The  original  policy  of title  insurance,  including  riders  and
endorsements  thereto,  or if the  policy  has not yet been  issued,  a written
commitment  or  interim  binder or  preliminary  report of title  issued by the
title insurance or escrow company.

      6.    In the  case  of each  Mortgage  Loan  that is not a MERS  Mortgage
Loan,  originals of all recorded  intervening  Assignments,  or copies thereof,
certified by the public  recording  office in which such  Assignments have been
recorded  showing  a  complete  chain  of  title  from  the  originator  to the
Company,  with evidence of recording  thereon,  or a copy thereof  certified by
the public  recording  office in which such Assignment has been recorded or, if
the  original  Assignment  has not been  returned  from the  applicable  public
recording office, a true certified copy, certified by the Company.

      7.    Originals,  or copies  thereof  certified  by the public  recording
office  in  which  such  documents  have  been  recorded,  of each  assumption,
extension,  modification,  written  assurance or  substitution  agreements,  if
applicable,  or if the  original of such  document has not been  returned  from
the applicable  public recording  office,  a true certified copy,  certified by
the Company.

      8.    If the  Mortgage  Note or Mortgage or any other  material  document
or  instrument  relating  to the  Mortgage  Loan has been signed by a person on
behalf of the  Mortgagor,  the  original  or copy of power of attorney or other
instrument that  authorized and empowered such person to sign bearing  evidence
that such  instrument  has been  recorded,  if so required  in the  appropriate
jurisdiction  where  the  Mortgaged  Property  is  located,  or a copy  thereof
certified  by the public  recording  office in which such  instrument  has been
recorded  or,  if the  original  instrument  has not  been  returned  from  the
applicable  public recording  office,  a true certified copy,  certified by the
Company.

      9.    reserved.


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      10.   Mortgage  Loan  closing   statement  (Form  HUD-1)  and  any  other
truth-in-lending or real estate settlement procedure forms required by law.

      11.  Residential loan application.

      12.   Uniform  underwriter  and  transmittal  summary  (Fannie  Mae  Form
1008) or reasonable equivalent.

      13.   Credit report on the mortgagor.

      14.   Business credit report, if applicable.

      15.   Residential appraisal report and attachments thereto.

      16.   The  original  of any  guarantee  executed in  connection  with the
Mortgage Note.

      17.   Verification  of employment  and income  except for Mortgage  Loans
originated  under a  limited  documentation  program,  all in  accordance  with
Company's underwriting guidelines.

      18.   Verification  of  acceptable  evidence of source and amount of down
payment, in accordance with Company's underwriting guidelines.

      19.   Photograph of the Mortgaged Property (may be part of appraisal).

      20.   Survey of the Mortgaged Property, if any.

      21.   Sales contract, if applicable.

      22.   If available,  termite report,  structural engineer's report, water
portability and septic certification.

      23.   Any original  security  agreement,  chattel  mortgage or equivalent
executed in connection with the Mortgage.

      24.   Name affidavit, if applicable.

      Notwithstanding  anything  to the  contrary  herein,  Company may provide
one  certificate  for all of the Mortgage Loans  indicating  that the documents
were delivered for recording.


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                                   EXHIBIT B

                      CUSTODIAL ACCOUNT LETTER AGREEMENT

                             ______________, 2004

To:   [_______________________]
      (the "Depository")

      As "Company"  under the Purchase,  Warranties  and  Servicing  Agreement,
dated as of January 1, 2004 Adjustable  Rate Mortgage Loans (the  "Agreement"),
we hereby  authorize  and request you to establish  an account,  as a Custodial
Account  pursuant  to  Section  4.04  of the  Agreement,  to be  designated  as
"[______________________________________],   in  trust  for  the   [Purchaser],
Owner of  Adjustable  Rate Mortgage  Loans".  All deposits in the account shall
be  subject  to  withdrawal  therefrom  by order  signed by the  Company.  This
letter  is  submitted  to you in  duplicate.  Please  execute  and  return  one
original to us.

                                   [__________________________]

                                   By:____________________________

                                   Name:__________________________

                                   Title:_________________________

      The  undersigned,  as  "Depository",  hereby  certifies  that  the  above
described  account has been established under Account Number  [__________],  at
the office of the depository  indicated above, and agrees to honor  withdrawals
on such  account as provided  above.  The full amount  deposited at any time in
the account  will be insured up to  applicable  limits by the  Federal  Deposit
Insurance   Corporation   through  the  Bank  Insurance  Fund  or  the  Savings
Association  Insurance  Fund or will be invested in  Permitted  Investments  as
defined in the Agreement.

                                   [___________________________]

                                   By:____________________________

                                   Name:__________________________

                                   Title:_________________________


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                                   EXHIBIT C

                        ESCROW ACCOUNT LETTER AGREEMENT
                              _____________, 2004

To:   [_______________________]
      (the "Depository")

      As  "Company"  under the Purchase  Warranties  and  Servicing  Agreement,
dated as of January 1, 2004 Adjustable  Rate Mortgage Loans (the  "Agreement"),
we hereby  authorize  and request  you to  establish  an account,  as an Escrow
Account  pursuant  to  Section  4.06  of the  Agreement,  to be  designated  as
"[__________________________],   in  trust  for  the   [Purchaser],   Owner  of
Adjustable Rate Mortgage Loans,  and various  Mortgagors."  All deposits in the
account  shall be  subject  to  withdrawal  therefrom  by order  signed  by the
Company.  This letter is  submitted  to you in  duplicate.  Please  execute and
return one original to us.

                              [_____________________]

                              By:____________________________
                              Name:__________________________
                              Title:_________________________

      The  undersigned,  as  "Depository",  hereby  certifies  that  the  above
described  account has been  established  under Account Number  __________,  at
the office of the depository  indicated above, and agrees to honor  withdrawals
on such  account as provided  above.  The full amount  deposited at any time in
the account  will be insured up to  applicable  limits by the  Federal  Deposit
Insurance   Corporation   through  the  Bank  Insurance  Fund  or  the  Savings
Association  Insurance  Fund or will be invested in  Permitted  Investments  as
defined in the Agreement.

                              [______________________]

                              By:______________________________
                              Name:____________________________
                              Title:___________________________


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                                   EXHIBIT D

      FORM OF PURCHASE, ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

      This is a Purchase,  Assignment,  Assumption  and  Recognition  Agreement
(this  "PAAR  Agreement")  made as of  __________,  200__,  among EMC  Mortgage
Corporation  (the  "Assignor"),   ___________________  (the  "Assignee"),   and
HomeBanc Mortgage Corporation (the "Company").

      In  consideration  of the mutual  promises  contained  herein the parties
hereto  agree  that the  residential  mortgage  loans  (the  "Assigned  Loans")
listed on  Attachment  1 annexed  hereto (the  "Assigned  Loan  Schedule")  now
serviced by Company for Assignor  and its  successors  and assigns  pursuant to
the  Purchase,  Warranties  and  Servicing  Agreement,  dated as of  _________,
200__,  between  Assignor  and  Company  (the  "Purchase  Agreement")  shall be
subject to the terms of this PAAR  Agreement.  Capitalized  terms  used  herein
but not  defined  shall  have the  meanings  ascribed  to them in the  Purchase
Agreement.

                      Purchase, Assignment and Assumption

      1.    Assignor  hereby  grants,  transfers and assigns to Assignee all of
the right,  title and interest of Assignor in the  Assigned  Loans and, as they
relate to the Assigned Loans,  all of its right,  title and interest in, to and
under the Purchase Agreement.

      2.    Simultaneously  with the execution  hereof,  (i) Assignee shall pay
to  Assignor  the  "Funding  Amount"  as  set  forth  in  that  certain  letter
agreement,  dated as of _________  ____,  between  Assignee  and Assignor  (the
"Confirmation")  and (ii)  Assignor,  at its  expense,  shall have caused to be
delivered  to Assignee or its  designee  the  Mortgage  File for each  Assigned
Loan  in  Assignor's  or  its  custodian's  possession,  as  set  forth  in the
Purchase  Agreement,  along with, for each Assigned Loan, an endorsement of the
Mortgage  Note from the  applicable  Company,  in blank,  and an  assignment of
mortgage in recordable  form from the applicable  Company,  in blank.  Assignee
shall pay the Funding  Amount by wire transfer of immediately  available  funds
to the  account  specified  by  Assignor.  Assignee  shall be  entitled  to all
scheduled payments due on the Assigned Loans after  ___________,  200__ and all
unscheduled  payments or other  proceeds or other  recoveries  on the  Assigned
Loans received on and after _____________, 200__.

                   Representations, Warranties and Covenants

      3.    Assignor  warrants  and  represents  to Assignee  and Company as of
the date hereof:

      (a)   Attached  hereto as  Attachment  2 is a true and  accurate  copy of
the Purchase  Agreement,  which agreement is in full force and effect as of the
date  hereof  and the  provisions  of which  have not been  waived,  amended or
modified  in any  respect,  nor  has  any  notice  of  termination  been  given
thereunder;


                                      84
(page)

      (b)   Assignor  is the  lawful  owner of the  Assigned  Loans  with  full
right to transfer the Assigned Loans and any and all of its  interests,  rights
and  obligations  under the  Purchase  Agreement as they relate to the Assigned
Loans,  free and clear from any and all claims and  encumbrances;  and upon the
transfer of the Assigned  Loans to Assignee as  contemplated  herein,  Assignee
shall have good title to each and every  Assigned  Loan, as well as any and all
of Assignee's  interests,  rights and obligations under the Purchase  Agreement
as they  relate to the  Assigned  Loans,  free and clear of any and all  liens,
claims and encumbrances;

      (c)   There are no offsets,  counterclaims  or other  defenses  available
to Company with respect to the Assigned Loans or the Purchase Agreement;

      (d)   Assignor has no knowledge  of, and has not received  notice of, any
waivers under, or any modification of, any Assigned Loan;

      (e)   Assignor is duly organized,  validly  existing and in good standing
under  the  laws  of  the  jurisdiction  of  its  incorporation,  and  has  all
requisite power and authority to acquire, own and sell the Assigned Loans;

      (f)   Assignor  has  full  corporate  power  and  authority  to  execute,
deliver  and  perform  its  obligations  under  this  PAAR  Agreement,  and  to
consummate  the  transactions  set  forth  herein.   The  consummation  of  the
transactions  contemplated  by this PAAR Agreement is in the ordinary course of
Assignor's  business and will not conflict  with, or result in a breach of, any
of the terms,  conditions or  provisions  of  Assignor's  charter or by-laws or
any  legal  restriction,  or any  material  agreement  or  instrument  to which
Assignor  is now a party or by which it is bound,  or  result in the  violation
of any law, rule,  regulation,  order,  judgment or decree to which Assignor or
its property is subject.  The execution,  delivery and  performance by Assignor
of  this  PAAR  Agreement  and  the  consummation  by  it of  the  transactions
contemplated  hereby,  have been duly  authorized  by all  necessary  corporate
action on part of  Assignor.  This PAAR  Agreement  has been duly  executed and
delivered by Assignor and, upon the due  authorization,  execution and delivery
by  Assignee  and  Company,  will  constitute  the  valid and  legally  binding
obligation of Assignor  enforceable  against  Assignor in  accordance  with its
terms except as  enforceability  may be limited by bankruptcy,  reorganization,
insolvency,  moratorium  or other  similar  laws  now or  hereafter  in  effect
relating to creditors'  rights generally,  and by general  principles of equity
regardless  of whether  enforceability  is considered in a proceeding in equity
or at law;

      (g)   No consent,  approval,  order or authorization  of, or declaration,
filing  or  registration  with,  any  governmental  entity  is  required  to be
obtained or made by  Assignor in  connection  with the  execution,  delivery or
performance by Assignor of this PAAR  Agreement,  or the  consummation by it of
the transactions contemplated hereby; and


                                      85
(page)

      (h)   Neither  Assignor  nor anyone  acting on its  behalf  has  offered,
transferred,  pledged,  sold or otherwise disposed of the Assigned Loans or any
interest  in the  Assigned  Loans,  or  solicited  any offer to buy or accept a
transfer,  pledge or other  disposition of the Assigned  Loans, or any interest
in the Assigned  Loans or otherwise  approached or  negotiated  with respect to
the Assigned  Loans,  or any interest in the Assigned  Loans with any Person in
any manner,  or made any general  solicitation by means of general  advertising
or in any other  manner,  or taken any other  action  which would  constitute a
distribution  of the  Assigned  Loans  under  the  Securities  Act of 1933,  as
amended  (the  "1933  Act")  or  which  would  render  the  disposition  of the
Assigned   Loans  a  violation  of  Section  5  of  the  1933  Act  or  require
registration pursuant thereto.

            4.    Assignee  warrants and  represents  to, and  covenants  with,
Assignor and Company as of the date hereof:

      (a)   Assignee is duly organized,  validly  existing and in good standing
under the laws of the  jurisdiction of its  organization  and has all requisite
power and authority to acquire, own and purchase the Assigned Loans;

      (b)   Assignee  has  full  corporate  power  and  authority  to  execute,
deliver  and  perform  its  obligations  under  this  PAAR  Agreement,  and  to
consummate  the  transactions  set  forth  herein.   The  consummation  of  the
transactions  contemplated  by this PAAR Agreement is in the ordinary course of
Assignee's  business and will not conflict  with, or result in a breach of, any
of the terms,  conditions or  provisions  of  Assignee's  charter or by-laws or
any  legal  restriction,  or any  material  agreement  or  instrument  to which
Assignee  is now a party or by which it is bound,  or  result in the  violation
of any law, rule,  regulation,  order,  judgment or decree to which Assignee or
its property is subject.  The execution,  delivery and  performance by Assignee
of  this  PAAR  Agreement  and  the  consummation  by  it of  the  transactions
contemplated  hereby,  have been duly  authorized  by all  necessary  corporate
action on part of  Assignee.  This PAAR  Agreement  has been duly  executed and
delivered by Assignee and, upon the due  authorization,  execution and delivery
by  Assignor  and  Company,  will  constitute  the  valid and  legally  binding
obligation of Assignee  enforceable  against  Assignee in  accordance  with its
terms except as  enforceability  may be limited by bankruptcy,  reorganization,
insolvency,  moratorium  or other  similar  laws  now or  hereafter  in  effect
relating to creditors'  rights generally,  and by general  principles of equity
regardless  of whether  enforceability  is considered in a proceeding in equity
or at law;

      (c)   No consent,  approval,  order or authorization  of, or declaration,
filing  or  registration  with,  any  governmental  entity  is  required  to be
obtained or made by  Assignee in  connection  with the  execution,  delivery or
performance by Assignee of this PAAR  Agreement,  or the  consummation by it of
the transactions contemplated hereby; and

      (d)   Assignee  agrees to be bound as  "Purchaser"  by all of the  terms,
covenants  and  conditions  of  the  Purchase  Agreement  with  respect  to the
Assigned Loans,  and from and after the date hereof,  Assignee  assumes for the
benefit of each of  Assignor  and  Company  all of  Assignor's  obligations  as
"Purchaser" thereunder but solely with respect to such Assigned Loans.


                                      86
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      5.    Company  warrants and represents  to, and covenant  with,  Assignor
and Assignee as of the date hereof:

      (a)   Attached  hereto as  Attachment  2 is a true and  accurate  copy of
the Purchase  Agreement,  which agreement is in full force and effect as of the
date  hereof  and the  provisions  of which  have not been  waived,  amended or
modified  in any  respect,  nor  has  any  notice  of  termination  been  given
thereunder;

      (b)   Company is duly  organized,  validly  existing and in good standing
under  the  laws  of  the  jurisdiction  of  its  incorporation,  and  has  all
requisite  power and  authority to service the Assigned  Loans and otherwise to
perform its obligations under the Purchase Agreement;

      (c)   Company  has  full  corporate   power  and  authority  to  execute,
            deliver  and  perform its  obligations  under this PAAR  Agreement,
            and  to  consummate  the   transactions   set  forth  herein.   The
            consummation  of  the   transactions   contemplated  by  this  PAAR
            Agreement  is in the  ordinary  course of  Company's  business  and
            will not  conflict  with,  or  result  in a breach  of,  any of the
            terms,  conditions or  provisions  of Company's  charter or by-laws
            or any legal  restriction,  or any material agreement or instrument
            to  which  Company  is now a party  or by  which  it is  bound,  or
            result  in the  violation  of any  law,  rule,  regulation,  order,
            judgment  or decree to which  Company or its  property  is subject.
            The  execution,  delivery and  performance  by Company of this PAAR
            Agreement  and  the   consummation   by  it  of  the   transactions
            contemplated  hereby,  have been duly  authorized  by all necessary
            corporate  action on part of Company.  This PAAR Agreement has been
            duly  executed  and  delivered  by  Company,   and,  upon  the  due
            authorization,  execution  and delivery by Assignor  and  Assignee,
            will  constitute  the  valid  and  legally  binding  obligation  of
            Company,  enforceable  against Company in accordance with its terms
            except   as   enforceability   may  be   limited   by   bankruptcy,
            reorganization,  insolvency,  moratorium  or other similar laws now
            or hereafter in effect  relating to  creditors'  rights  generally,
            and  by  general   principles  of  equity   regardless  of  whether
            enforceability is considered in a proceeding in equity or at law;

      (d)   No consent,  approval,  order or authorization  of, or declaration,
            filing or registration  with, any  governmental  entity is required
            to  be  obtained  or  made  by  Assignee  in  connection  with  the
            execution,   delivery  or  performance  by  Company  of  this  PAAR
            Agreement,   or  the   consummation  by  it  of  the   transactions
            contemplated hereby; and

      (e)   Except  as  otherwise  disclosed,  no event has  occurred  from the
            Closing   Date  to  the  date  hereof   which   would   render  the
            representations  and  warranties as to the related  Assigned  Loans
            made by the  Company  in  Sections  3.01 and  3.02 of the  Purchase
            Agreement to be untrue in any material respect.

                            Recognition of Assignee


                                      87
(page)

      6.    From and after the date hereof,  Company shall  recognize  Assignee
as  owner  of the  Assigned  Loans  and  will  service  the  Assigned  Loans in
accordance  with the  Purchase  Agreement.  It is the  intention  of  Assignor,
Company and  Assignee  that this PAAR  Agreement  shall be binding upon and for
the benefit of the  respective  successors  and assigns of the parties  hereto.
Neither  Company nor Assignor  shall amend or agree to amend,  modify,  waiver,
or otherwise  alter any of the terms or  provisions  of the Purchase  Agreement
which  amendment,  modification,  waiver or other  alteration  would in any way
affect the Assigned Loans without the prior written consent of Assignee.

                                 Miscellaneous

            7.    All  demands,  notices  and  communications  related  to  the
Assigned  Loans,  the Purchase  Agreement and this PAAR  Agreement  shall be in
writing  and shall be deemed to have been duly  given if  personally  delivered
at or mailed by registered mail, postage prepaid, as follows:

      (a)   In the case of Company,

            HomeBanc Mortgage Corporation
            2002 Summit Boulevard, Suite 100
            Atlanta, GA 30319
            Attention:  Debra F. Watkins, EVP Capital Markets & Treasury
            Telecopier No.: (404) 705-2301

            With a copy to
            HomeBanc Mortgage Corporation
            2002 Summit Boulevard, Suite 100
            Atlanta, GA 30319
            Attention:  General Counsel
            Telecopier No.: (404) 303-4069

      (b)   In the case of Assignor,

            ____________________
            ____________________
            ____________________


                                      88
(page)

      (c)   In the case of Assignee,

            EMC Mortgage Corporation
            Mac Arthur Ridge II
            909 Hidden Ridge Drive, Suite 200
            Irving, Texas 75038
            Attention:  Ms. Raylene Ruyle
            Telecopier No.:

            with a copy  to:

            Bear Stearns Mortgage Capital Corporation
            383 Madison Avenue
            New York, New York 10179
            Attention: Michelle Sterling

      8.          Each party will pay any  commissions  it has incurred and the
fees of its attorneys in connection with the negotiations  for,  documenting of
and closing of the transactions contemplated by this PAAR Agreement.

      9.    This PAAR  Agreement  shall be  construed  in  accordance  with the
laws of the State of New York,  without regard to conflicts of law  principles,
and the  obligations,  rights and  remedies of the parties  hereunder  shall be
determined in accordance with such laws.

      10.   No term or  provision  of this  PAAR  Agreement  may be  waived  or
modified  unless  such waiver or  modification  is in writing and signed by the
party against whom such waiver or modification is sought to be enforced.

      11.   This PAAR  Agreement  shall inure to the benefit of the  successors
and assigns of the parties  hereto.  Any entity into which  Assignor,  Assignee
or Company may be merged or  consolidated  shall,  without the  requirement for
any further  writing,  be deemed Assignor,  Assignee or Company,  respectively,
hereunder.

      12.   This PAAR  Agreement  shall survive the  conveyance of the Assigned
Loans,  the assignment of the Purchase  Agreement to the extent of the Assigned
Loans by Assignor to Assignee and the termination of the Purchase Agreement.


                                      89
(page)

      13.   This PAAR  Agreement may be executed  simultaneously  in any number
of  counterparts.  Each  counterpart  shall be deemed to be an original and all
such counterparts shall constitute one and the same instrument.

      14.   In the event that any  provision of this PAAR  Agreement  conflicts
with any  provision  of the  Purchase  Agreement  with  respect to the Assigned
Loans,  the terms of this PAAR Agreement  shall control.  In the event that any
provision  of  this  PAAR  Agreement   conflicts  with  any  provision  of  the
Confirmation  with  respect  to the  Assigned  Loans,  the  terms of this  PAAR
Agreement  shall  control.  Notwithstanding  anything  to the  contrary  herein
contained,  the parties  hereto  understand  and agree that no provision of the
PAAR  Agreement  imposes upon the Company any duty or  obligation  greater than
that referenced or otherwise recited in the Purchase Agreement.

                      [Modification of Purchase Agreement

      15.   The Company and Assignor  hereby  amend the  Purchase  Agreement as
            follows:

      (a)   The  following  definitions  are  added  to  Section  1.01  of  the
      Purchase Agreement:

      Securities Administrator:     ________________________

      Supplemental PMI Insurer:     ________________________

      Supplemental PMI Policy: The  primary  guarantee  insurance  policy of the
      Supplemental  PMI Insurer  attached hereto as Exhibit J, or any successor
      Supplemental PMI Policy given to the Servicer by the Assignee.

      Trustee:     ________________________

      (b)   The following definition is amended and restated:

      Insurance Proceeds:     Proceeds  of  any  Primary   Mortgage   Insurance
      Policy,  the  Supplemental  PMI  Policy,  any title  policy,  any  hazard
      insurance  policy or any other insurance  policy covering a Mortgage Loan
      or other related  Mortgaged  Property,  including any amounts required to
      be deposited in the  Custodial  Account  pursuant to Section 4.04, to the
      extent  such  proceeds  are not to be applied to the  restoration  of the
      related  Mortgaged  Property or released to the  Mortgagor in  accordance
      with Accepted Servicing Practices.

      (c)   The following are added as the fourth,  fifth and sixth  paragraphs
      of Section 4.08:


                                      90
(page)

      "In  connection  with its  activities as servicer,  the Company agrees to
prepare  and  present,  on behalf of itself  and the  Purchaser,  claims to the
Supplemental  PMI Insurer with respect to the  Supplemental  PMI Policy and, in
this  regard,  to take such  action as shall be  necessary  to permit  recovery
under any  Supplemental  PMI  Policy  respecting  a  defaulted  Mortgage  Loan.
Pursuant to Section  4.04,  any  amounts  collected  by the  Company  under any
Supplemental  PMI Policy shall be deposited in the Custodial  Account,  subject
to withdrawal pursuant to Section 4.05.

      In  accordance  with the  Supplemental  PMI  Policy,  the  Company  shall
provide to the  Supplemental  PMI Insurer any  required  information  regarding
the Mortgage Loans.

      The  Company  shall  provide  to  the  [Securities  Administrator]  on  a
monthly  basis via computer  tape, or other  mutually  acceptable  format,  the
unpaid principal balance,  insurer certificate number,  lender loan number, and
premium due the  Supplemental  PMI Insurer for each  Mortgage  Loan  covered by
the  Supplemental  PMI Policy.  In addition,  the Company  agrees to forward to
the  Purchaser  and the  [Securities  Administrator]  any  statements  or other
reports  given by the  Supplemental  PMI Insurer to the Servicer in  connection
with a claim under the Supplemental PMI Policy."

      (d)   Clause (vi) of Section 6.1 is amended to read as follows:

      "Company  ceases  to be  approved  by  either  Fannie  Mae or  FHLMC as a
mortgage  loan  seller or  servicer  for more than  thirty  (30)  days,  or the
Company   fails  to  meet  the  servicer   eligibility   requirements   of  the
Supplemental PMI Insurer; or"]


                                      91
(page)

      IN  WITNESS   WHEREOF,   the  parties  hereto  have  executed  this  PAAR
Agreement as of the day and year first above written.

                                   EMC MORTGAGE CORPORATION
                                   Assignor

                                   By: ______________________________
                                   Name:  ___________________________
                                   Title:  __________________________

                                   _________________________________
                                   Assignee

                                   By: ______________________________
                                   Name:  ___________________________
                                   Title:  __________________________

                                   HOMEBANC MORTGAGE CORPORATION
                                   Company

                                   By:_______________________________
                                   Name: Debra F. Watkins
                                   Title: Executive Vice President


                                      92
(page)

                                 ATTACHMENT 1

                            ASSIGNED LOAN SCHEDULE

(page)

                                 ATTACHMENT 2

                 PURCHASE, WARRANTIES AND SERVICING AGREEMENT
(page)

                                   EXHIBIT E

                             FORM OF TRIAL BALANCE

(page)

                                   EXHIBIT G

                 REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT

RE:   Mortgage Loan #___________________________________
BORROWER:__________________________________________________
PROPERTY: __________________________________________________

Pursuant to a Purchase,  Warranties and Servicing  Agreement (the  "Agreement")
between the Company and the Purchaser,  the undersigned  hereby  certifies that
he or she is an  officer of the  Company  requesting  release of the  documents
for the reason specified below.  The undersigned further certifies that:

(Check one of the items below)

_____ On  _________________,  the  above  captioned  mortgage  loan was paid in
full or that the Company  has been  notified  that  payment in full has been or
will be escrowed.  The Company  hereby  certifies that all amounts with respect
to this  loan  which are  required  under  the  Agreement  have been or will be
deposited in the Custodial Account as required.

_____ The above  captioned loan is being  repurchased  pursuant to the terms of
the  Agreement.  The Company hereby  certifies  that the  repurchase  price has
been credited to the Custodial Account as required under the Agreement.

_____ The  above  captioned  loan  is  being  placed  in  foreclosure  and  the
original  documents are required to proceed with the  foreclosure  action.  The
Company  hereby  certifies that the documents will be returned to the Purchaser
in the event of reinstatement.

_____ Other (explain)

_____________________________________________
_____________________________________________

All  capitalized  terms used  herein and not  defined  shall have the  meanings
assigned to them in the Agreement.

      Based  on this  certification  and the  indemnities  provided  for in the
Agreement,  please  release to the Company all original  mortgage  documents in
your possession relating to this loan.

Dated:_________________

By: ________________________________
    Signature
    ___________________________________
    Title

(page)

Send documents to:      _____________________________________________
_____________________________________________
_____________________________________________

Acknowledgement:

      Purchaser  hereby  acknowledges  that all original  documents  previously
released  on  the  above  captioned   mortgage  loan  have  been  returned  and
received by the Purchaser.

Dated:________________

By: ________________________________
    Signature

    _______________________________
    Title

(page)

                                   EXHIBIT H

                       COMPANY'S UNDERWRITING GUIDELINES

(page)

                                   EXHIBIT I

                                  TERM SHEET

      This  TERM  SHEET  (the  "Term  Sheet")  dated   _____________,   between
HomeBanc Mortgage Corporation,  a Delaware corporation,  located at 2002 Summit
Boulevard,  Suite 100,  Atlanta,  GA 30319  (the  "Company")  and EMC  Mortgage
Corporation,   a  Delaware   corporation,   located  at   ______________   (the
"Purchaser")  is made  pursuant  to the terms and  conditions  of that  certain
Purchase,  Warranties  and Servicing  Agreement (the  "Agreement")  dated as of
January 1, 2004,  between the  Company and the  Purchaser,  the  provisions  of
which are  incorporated  herein as if set forth in full  herein,  as such terms
and  conditions  may  be  modified  or  supplemented   hereby.   All  initially
capitalized   terms  used  herein  unless  otherwise  defined  shall  have  the
meanings ascribed thereto in the Agreement.

      The Purchaser  hereby  purchases  from the Company and the Company hereby
sells to the Purchaser,  all of the Company's right,  title and interest in and
to the Mortgage  Loans  described on the Mortgage Loan Schedule  annexed hereto
as Schedule  I,  pursuant to and in  accordance  with the terms and  conditions
set forth in the Agreement,  as same may be  supplemented  or modified  hereby.
Hereinafter,  the Company shall  service the Mortgage  Loans for the benefit of
the Purchaser and all  subsequent  transferees  of the Mortgage  Loans pursuant
to  and  in  accordance  with  the  terms  and  conditions  set  forth  in  the
Agreement.

1.    Definitions

      For  purposes  of the  Mortgage  Loans to be sold  pursuant  to this Term
Sheet, the following terms shall have the following meanings:

Aggregate Principal Balance
(as of the Cut-Off Date):

Closing Date:

Custodian:

Cut-off Date:

Initial Weighted Average
Mortgage Loan Remittance Rate:

Mortgage Loan:

Purchase Price Percentage:


(page)

Servicing Fee Rate:
Additional Closing Conditions:

In addition to the  conditions  specified in the  Agreement,  the obligation of
each of the  Company and the  Purchaser  is subject to the  fulfillment,  on or
prior  to  the   applicable   Closing  Date,   of  the   following   additional
conditions:   [None].

Additional Loan Documents:

In addition to the contents of the Mortgage  File  specified in the  Agreement,
the  following  documents  shall be  delivered  with  respect  to the  Mortgage
Loans:   [None]

[Additional] [Modification] of Representations and Warranties:

      [In  addition  to the  representations  and  warranties  set forth in the
Agreement,  as of the date hereof,  the Company makes the following  additional
representations  and  warranties  with respect to the Mortgage  Loans:  [None].
[Notwithstanding  anything to the  contrary  set forth in the  Agreement,  with
respect  to  each  Mortgage   Loan  to  be  sold  on  the  Closing  Date,   the
representation  and  warranty  set forth in  Section  ______  of the  Agreement
shall be modified to read as follows:]

      Except as modified  herein,  Section ______ of the Agreement shall remain
in full force and effect as of the date hereof.
(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.

                        HOMEBANC MORTGAGE CORPORATION

                        By: _____________________________
                        Name: ___________________________
                        Title: __________________________

                        EMC MORTGAGE CORPORATION

                        By: _____________________________
                        Name: ___________________________
                        Title: __________________________

(page)

                                  SCHEDULE I

                            MORTGAGE LOAN SCHEDULE






                                                                Execution Copy


                           EMC MORTGAGE CORPORATION

                                  Purchaser

                                     and

                            WELLS FARGO BANK, N.A.

                                   Company

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

                 SELLER'S WARRANTIES AND SERVICING AGREEMENT

                          Dated as of April 1, 2006


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


        WFHM Mortgage Loan Pools 6518, 6519, 6520, 6521, 6522 and 6523

(page)

                              TABLE OF CONTENTS

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

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

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

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

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

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

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

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

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

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

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

GENERAL SERVICING PROCEDURES................................................43

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

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

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

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

ARTICLE IX..................................................................51

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


                                      i
(page)

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

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

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

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

ARTICLE XII.................................................................66

MISCELLANEOUS PROVISIONS....................................................66

                                   EXHIBITS

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


                                      ii
(page)

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

                             W I T N E S S E T H

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

      WHEREAS,  each of the Mortgage  Loans is secured by a mortgage,  deed of
trust or other  security  instrument  creating a first  lien on a  residential
dwelling located in the jurisdiction  indicated on the Mortgage Loan Schedule;
and

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

      NOW,  THEREFORE,  in consideration of the mutual agreements  hereinafter
set forth,  and for other good and  valuable  consideration,  the  receipt and
adequacy of which is hereby acknowledged,  the Purchaser and the Company agree
as follows:

                                  ARTICLE I

                                 DEFINITIONS

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

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

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

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

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


                                       1
(page)

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

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

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

      Assignment  of  Mortgage:  An  assignment  of the  Mortgage,  notice  of
transfer or equivalent  instrument in recordable  form,  sufficient  under the
laws of the jurisdiction  wherein the related Mortgaged Property is located to
reflect the sale of the Mortgage to the Purchaser.

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

      Buydown  Agreement:  An  agreement  between the Company and a Mortgagor,
or an  agreement  among the Company,  a Mortgagor  and a seller of a Mortgaged
Property or a third party with respect to a Mortgage  Loan which  provides for
the application of Buydown Funds.

      Buydown  Funds:  In respect of any  Buydown  Mortgage  Loan,  any amount
contributed  by the  seller  of a  Mortgaged  Property  subject  to a  Buydown
Mortgage Loan,  the buyer of such  property,  the Company or any other source,
plus interest earned  thereon,  in order to enable the Mortgagor to reduce the
payments  required to be made from the Mortgagor's funds in the early years of
a Mortgage Loan.

      Buydown  Mortgage Loan: Any Mortgage Loan in respect of which,  pursuant
to a Buydown  Agreement,  (i) the  Mortgagor  pays less than the full  monthly
payments  specified in the Mortgage Note for a specified period,  and (ii) the
difference  between the payments required under such Buydown Agreement and the
Mortgage Note is provided from Buydown Funds.

      Buydown  Period:  The  period  of time when a  Buydown  Agreement  is in
effect with respect to a related Buydown Mortgage Loan.

      Closing Date:  April 27, 2006.

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

      Commission:  The United States Securities and Exchange Commission.


                                       2
(page)

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

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

      Condemnation  Proceeds:  All  awards  or  settlements  in  respect  of a
Mortgaged  Property,  whether  permanent or temporary,  partial or entire,  by
exercise  of the power of eminent  domain or  condemnation,  to the extent not
required to be released to a  Mortgagor  in  accordance  with the terms of the
related Mortgage Loan Documents.

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

      Covered Loan: A Mortgage Loan  categorized as "Covered"  pursuant to the
Standard & Poor's Glossary for File Format for LEVELS(R) Version 5.6c,  Appendix
E, revised  January 1, 2006,  (excluding  New Jersey  "Covered  Home Loans" as
that term is defined in clause (1) of the  definition  of that term in the New
Jersey Home Ownership  Security Act of 2002 that are first lien purchase money
Mortgage Loans originated between November 26, 2003, and July 7, 2004).

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

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

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

      Cut-off Date: April 1, 2006.

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

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

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

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


                                       3
(page)

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

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

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

      Escrow  Payments:  With  respect  to  any  Mortgage  Loan,  the  amounts
constituting  ground  rents,  taxes,  assessments,  water rates,  sewer rents,
municipal  charges,  mortgage  insurance  premiums,  fire and hazard insurance
premiums,  condominium charges, and any other payments required to be escrowed
by the  Mortgagor  with the  mortgagee  pursuant to the  Mortgage or any other
related document.

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

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

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

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

      FHA:  Federal Housing Administration and its successors.

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

      First Remittance Date:  May 18, 2006.

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

      GNMA:  Government National Mortgage Association and its successors.

      Gross Margin:  With respect to each  adjustable  rate Mortgage Loan, the
fixed percentage  amount set forth in the related Mortgage Note which is added
to the Index in order to determine the related Mortgage  Interest Rate, as set
forth in the Mortgage Loan Schedule.

      High Cost Loan:  A Mortgage  Loan  classified  as (a) a "high cost" loan
under the Home  Ownership and Equity  Protection Act of 1994, (b) a "high cost
home," "threshold,"  "covered,"  (excluding New Jersey "Covered Home Loans" as
that term is defined in clause (1) of the  definition  of that term in the New
Jersey Home Ownership  Security Act of 2002 that are first lien purchase money
Mortgage Loans originated  between November 26, 2003, and July 7, 2004), "high
risk home,"  "predatory"  or similar  loan under any other  applicable  state,
federal  or local  law or (c) a  Mortgage  Loan  categorized  as  "High  Cost"
pursuant  to the  Standard  & Poor's  Glossary  for File  Format  for  LEVELS(R)
Version 5.6c, Appendix E, revised January 1, 2006.


                                       4
(page)

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

      Index:  With respect to any  adjustable  rate Mortgage  Loan,  the index
identified  on the  Mortgage  Loan  Schedule  and  set  forth  in the  related
Mortgage Note for the purpose of calculating the interest thereon.

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

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

      Liquidation  Proceeds:  Cash received in connection with the liquidation
of a defaulted  Mortgage Loan,  whether through the sale or assignment of such
Mortgage Loan, trustee's sale,  foreclosure sale or otherwise,  or the sale of
the  related  Mortgaged  Property  if the  Mortgaged  Property  is acquired in
satisfaction of the Mortgage Loan.

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

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

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

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

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

      Monthly  Payment:   The  scheduled  monthly  payment  of  principal  and
interest on a Mortgage Loan.

      Mortgage:  The mortgage,  deed of trust or other  instrument  and riders
thereto   securing  a  Mortgage  Note,  which  creates  a  first  lien  on  an
unsubordinated  estate in fee simple in real  property  securing  the Mortgage
Note.


                                       5
(page)

      Mortgage  File:  The items  pertaining  to a  particular  Mortgage  Loan
referred  to in  Exhibit  B  annexed  hereto,  and  any  additional  documents
required to be added to the Mortgage File pursuant to this Agreement.

      Mortgage  Impairment  Insurance Policy: A mortgage impairment or blanket
hazard insurance policy as described in Section 4.11.

      Mortgage  Interest  Rate:  The  annual  rate  of  interest  borne  on  a
Mortgage Note in accordance with the provisions of the Mortgage Note.

      Mortgage  Loan:  An  individual  Mortgage  Loan which is the  subject of
this  Agreement,  each  Mortgage  Loan  originally  sold and  subject  to this
Agreement being identified on the Mortgage Loan Schedule,  which Mortgage Loan
includes  without   limitation  the  Mortgage  File,  the  Monthly   Payments,
Principal Prepayments,  Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds,  REO Disposition Proceeds and all other rights,  benefits,  proceeds
and obligations arising from or in connection with such Mortgage Loan.

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

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

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

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


                                       6
(page)

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

      Mortgagor:  The obligor on a Mortgage Note.

      Nonrecoverable  Advance:  Any  advance  previously  made by the  Company
pursuant to Section 5.03 or any  Servicing  Advance  which,  in the good faith
judgment of the  Company,  may not be  ultimately  recoverable  by the Company
from  Liquidation  Proceeds or  otherwise.  The  determination  by the Company
that it has made a Nonrecoverable  Advance, shall be evidenced by an Officer's
Certification  of the  Company  delivered  to the  Purchaser  and  the  Master
Servicer and detailing the reasons for such determination.

      Officer's  Certificate:  A  certificate  signed by the  Chairman  of the
Board,  the Vice Chairman of the Board,  the President,  a Vice President,  an
Assistant  Vice  President,  the  Treasurer,  the  Secretary  or  one  of  the
Assistant  Treasurers or Assistant  Secretaries of the Company,  and delivered
to the Purchaser as required by this Agreement.

      Opinion  of  Counsel:  A  written  opinion  of  counsel,  who  may be an
employee of the Company, reasonably acceptable to the Purchaser.

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

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

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

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

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

      Prime  Rate:  The prime  rate  announced  to be in  effect  from time to
time, as published as the average rate in The Wall Street Journal.

      Principal  Prepayment:  Any payment or other  recovery of principal on a
Mortgage  Loan  which is  received  in  advance  of its  scheduled  Due  Date,
including any Prepayment  Charge and which is not  accompanied by an amount of
interest  representing  scheduled  interest  due on any  date or  dates in any
month or months subsequent to the month of prepayment.


                                       7
(page)

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

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

      Qualified  Correspondent:  Any Person from which the  Company  purchased
Mortgage  Loans,  provided that the following  conditions are  satisfied:  (i)
such  Mortgage  Loans were  originated  pursuant to an  agreement  between the
Company and such Person that  contemplated  that such person would  underwrite
mortgage loans from time to time, for sale to the Company,  in accordance with
underwriting  guidelines  designated by the Company ("Designated  Guidelines")
or guidelines that do not vary  materially  from such  Designated  Guidelines;
(ii) such Mortgage Loans were in fact  underwritten as described in clause (i)
above and were  acquired  by the  Company  within 180 days after  origination;
(iii) either (x) the  Designated  Guidelines  were,  at the time such Mortgage
Loans were  originated,  used by the Company in  origination of mortgage loans
of the same type as the Mortgage  Loans for the  Company's  own account or (y)
the  Designated  Guidelines  were,  at  the  time  such  Mortgage  Loans  were
underwritten,  designated  by the  Company  on a  consistent  basis for use by
lenders in  originating  mortgage  loans to be purchased  by the Company;  and
(iv) the Company  employed,  at the time such Mortgage  Loans were acquired by
the Company,  pre-purchased or  post-purchased  quality  assurance  procedures
(which may involve,  among other things,  review of a sample or mortgage loans
purchased  during a  particular  time period or through  particular  channels)
designed  to ensure  that  Persons  from  which it  purchased  mortgage  loans
properly applied the underwriting criteria designated by the Company.

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

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

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

      Reconstitution:  Any Securitization Transaction or Whole Loan Transfer.

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


                                       8
(page)

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

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

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

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

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

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

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

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

      Repurchase  Price:  Unless  agreed  otherwise by the  Purchaser  and the
Company,  a price equal to (i) the Stated  Principal  Balance of the  Mortgage
Loan plus (ii) interest on such Stated Principal  Balance at the Mortgage Loan
Remittance  Rate  from the  date on which  interest  has  last  been  paid and
distributed  to the Purchaser  through the last day of the month in which such
repurchase  takes place,  less amounts received or advanced in respect of such
repurchased  Mortgage Loan which are being held in the  Custodial  Account for
distribution in the month of repurchase.

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

      Securitization  Transaction:  Any  transaction  involving  either  (a) a
sale or  other  transfer  of some or all of the  Mortgage  Loans  directly  or
indirectly  to an issuing  entity in  connection  with an issuance of publicly
offered or privately placed,  rated or unrated  mortgage-backed  securities or
(b) an issuance  of publicly  offered or  privately  placed,  rated or unrated
securities,  the  payments on which are  determined  primarily by reference to
one or more portfolios of residential  mortgage loans consisting,  in whole or
in part, of some or all of the Mortgage Loans.


                                       9
(page)

      Servicer:  As defined in Section 9.01(d)(iii).

      Servicing  Advances:  All  customary,  reasonable  and necessary "out of
pocket" costs and expenses other than Monthly Advances  (including  reasonable
attorney's fees and disbursements)  incurred in the performance by the Company
of its servicing obligations,  including,  but not limited to, the cost of (a)
the preservation,  restoration and protection of the Mortgaged  Property,  (b)
any  enforcement  or judicial  proceedings,  including  foreclosures,  (c) the
management and  liquidation  of any REO Property and (d)  compliance  with the
obligations under Section 4.08 and 4.10.

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

      Servicing  Fee:  With respect to each Mortgage  Loan,  the amount of the
annual fee the Purchaser shall pay to the Company,  which shall,  for a period
of one  full  month,  be  equal  to  one-twelfth  of the  product  of (a)  the
Servicing Fee Rate and (b) the outstanding  principal balance of such Mortgage
Loan.  Such fee shall be payable  monthly,  computed  on the basis of the same
principal  amount and period  respecting which any related interest payment on
a Mortgage  Loan is  received.  The  obligation  of the  Purchaser  to pay the
Servicing  Fee is limited to, and the  Servicing  Fee is payable  solely from,
the interest  portion  (including  recoveries  with  respect to interest  from
Liquidation  Proceeds,  to the  extent  permitted  by  Section  4.05)  of such
Monthly  Payment  collected by the Company,  or as  otherwise  provided  under
Section  4.05.  The  Servicing  Fee shall not be  reduced by the amount of any
guaranty fee charged by GNMA.

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

      Servicing  File:  With respect to each Mortgage  Loan, the file retained
by the Company  consisting  of originals of all documents in the Mortgage File
which are not  delivered  to the  Custodian  and copies of the  Mortgage  Loan
Documents  listed  in the  Custodial  Agreement  the  originals  of which  are
delivered to the Custodian pursuant to Section 2.03.

      Servicing   Officer:   Any  officer  of  the  Company   involved  in  or
responsible for the  administration  and servicing of the Mortgage Loans whose
name appears on a list of servicing  officers  furnished by the Company to the
Purchaser upon request, as such list may from time to time be amended.

      Stated  Principal  Balance:  As to each Mortgage Loan, (i) the principal
balance  of the  Mortgage  Loan at the  Cut-off  Date after  giving  effect to
payments of  principal  due on or before such date,  whether or not  received,
minus (ii) all amounts  previously  distributed  to the Purchaser with respect
to the related Mortgage Loan representing  payments or recoveries of principal
or advances in lieu thereof.


                                       10
(page)

      Static Pool  Information:  Static pool  information as described in Item
1105(a)(1)-(3) and 1105(c) of Regulation AB.

      Subcontractor:  Any vendor,  subcontractor  or other  Person that is not
responsible for the overall  servicing (as "servicing" is commonly  understood
by participants in the  mortgage-backed  securities  market) of Mortgage Loans
but  performs one or more  discrete  functions  identified  in Item 1122(d) of
Regulation AB with respect to Mortgage  Loans under the direction or authority
of the Company or a Subservicer.

      Subservicer:  Any Person that services  Mortgage  Loans on behalf of the
Company or any Subservicer  and is responsible  for the  performance  (whether
directly or through  Subservicers or Subcontractors) of a substantial  portion
of the material  servicing  functions  required to be performed by the Company
under this  Agreement or any  Reconstitution  Agreement that are identified in
Item 1122(d) of Regulation AB.

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

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

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

      Whole Loan Transfer  Date:  The date on which any or all of the Mortgage
Loans serviced under this Agreement  shall be sold by the Purchaser as part of
a Whole Loan Transfer pursuant to Section 9.01 hereof.

                                  ARTICLE II

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

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

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


                                       11
(page)

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

Section 2.02      Books and Records; Transfers of Mortgage Loans.

      From and  after  the sale of the  Mortgage  Loans to the  Purchaser  all
rights  arising out of the  Mortgage  Loans  including  but not limited to all
funds received on or in connection with the Mortgage Loans,  shall be received
and held by the Company in trust for the benefit of the  Purchaser as owner of
the Mortgage  Loans,  and the Company shall retain record title to the related
Mortgages  for  the  sole  purpose  of  facilitating  the  servicing  and  the
supervision of the servicing of the Mortgage Loans.

      The sale of each  Mortgage  Loan  shall be  reflected  on the  Company's
balance  sheet  and  other  financial  statements  as a sale of  assets by the
Company.  The  Company  shall  be  responsible  for  maintaining,   and  shall
maintain,  a complete  set of books and records for each  Mortgage  Loan which
shall be marked  clearly to reflect the ownership of each Mortgage Loan by the
Purchaser.  In  particular,  the Company  shall  maintain  in its  possession,
available for inspection by the Purchaser,  or its designee, and shall deliver
to the Purchaser upon demand,  evidence of compliance with all federal,  state
and local laws,  rules and  regulations,  and  requirements  of the  Agencies,
including  but  not  limited  to  documentation  as  to  the  method  used  in
determining  the  applicability  of  the  provisions  of  the  Flood  Disaster
Protection Act of 1973, as amended, to the Mortgaged  Property,  documentation
evidencing  insurance coverage and eligibility of any condominium  project for
approval  by the  Agencies,  and  periodic  inspection  reports as required by
Section  4.13.  To the extent that  original  documents  are not  required for
purposes  of  realization  of  Liquidation  Proceeds  or  Insurance  Proceeds,
documents  maintained  by the  Company  may be in the  form  of  microfilm  or
microfiche  or such other  reliable  means of recreating  original  documents,
including  but not  limited  to,  optical  imagery  techniques  so long as the
Company  complies  with  the  requirements  of  the  Fannie  Mae  Selling  and
Servicing Guide, as amended from time to time.


                                       12
(page)

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

      The  Company  shall keep at its  servicing  office  books and records in
which,  subject  to  such  reasonable  regulations  as it may  prescribe,  the
Company  shall note  transfers  of Mortgage  Loans.  No transfer of a Mortgage
Loan  may be made  unless  such  transfer  is in  compliance  with  the  terms
hereof.  For the  purposes of this  Agreement,  the Company  shall be under no
obligation  to deal with any  person  with  respect to this  Agreement  or the
Mortgage  Loans  unless the books and records show such person as the owner of
the  Mortgage  Loan.  The  Purchaser  may,   subject  to  the  terms  of  this
Agreement,  sell  and  transfer  one  or  more  of  the  Mortgage  Loans.  The
Purchaser  also shall  advise the  Company of the  transfer.  Upon  receipt of
notice of the  transfer,  the  Company  shall  mark its books and  records  to
reflect  the  ownership  of the  Mortgage  Loans of such  assignee,  and shall
release the previous Purchaser from its obligations  hereunder with respect to
the Mortgage Loans sold or transferred.  If the Company receives  notification
of a transfer,  including a final loan  schedule,  less than five (5) Business
Days before the last Business Day of the month,  the Company's duties to remit
and report to the new  purchaser(s)  as required by Section 5 shall begin with
next Due Period.

Section 2.03      Delivery of Documents.

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

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

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

      The  Company  shall  forward  to  the   Custodian   original   documents
evidencing  an  assumption,  modification,  consolidation  or extension of any
Mortgage Loan entered into in accordance  with Section 4.01 or 6.01 within one
week of their  execution,  provided,  however,  that the Company shall provide
the Custodian  with a certified  true copy of any such document  submitted for
recordation  within  ten (10) days of its  execution,  and shall  provide  the
original of any document  submitted for recordation or a copy of such document
certified  by  the  appropriate  public  recording  office  to be a  true  and
complete  copy  of the  original  within  sixty  days  of its  submission  for
recordation.


                                       13
(page)

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

                                 ARTICLE III

              REPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH

Section 3.01      Company Representations and Warranties.

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

      (a)   Due Organization and Authority.

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


                                       14
(page)

      (b)   Ordinary Course of Business.

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

      (c)   No Conflicts.

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

      (d)   Ability to Service.

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

      (e)   Reasonable Servicing Fee.

            The  Company  acknowledges  and  agrees  that  the  Servicing  Fee
            represents  reasonable  compensation  for performing such services
            and  that  the  entire  Servicing  Fee  shall  be  treated  by the
            Company, for accounting and tax purposes,  as compensation for the
            servicing and  administration  of the Mortgage  Loans  pursuant to
            this Agreement;

      (f)   Ability to Perform.


                                       15
(page)

            The  Company  does not  believe,  nor does it have any  reason  or
            cause to believe,  that it cannot  perform each and every covenant
            contained in this  Agreement.  The Company is solvent and the sale
            of the  Mortgage  Loans  will not  cause  the  Company  to  become
            insolvent.  The sale of the Mortgage  Loans is not  undertaken  to
            hinder, delay or defraud any of the Company's creditors;

      (g)   No Litigation Pending.

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

      (h)   No Consent Required.

            No  consent,  approval,  authorization  or order  of any  court or
            governmental  agency  or  body  is  required  for  the  execution,
            delivery and  performance  by the Company of or  compliance by the
            Company with this  Agreement or the sale of the Mortgage  Loans as
            evidenced by the consummation of the transactions  contemplated by
            this  Agreement,  or if required,  such approval has been obtained
            prior to the Closing Date;

      (i)   No Untrue Information.

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

      (j)   Sale Treatment.

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

      (k)   No Material Change.

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


                                       16
(page)

      (l)   No Brokers' Fees.

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

Section 3.02      Representations   and   Warranties    Regarding   Individual
Mortgage Loans.

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

      (a)   Mortgage Loans as Described.

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

      (b)   No Outstanding Charges.

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

      (c)   Original Terms Unmodified.

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

      (d)   No Defenses.

            The  Mortgage  Loan is not  subject  to any  right of  rescission,
            set-off,  counterclaim or defense,  including  without  limitation
            the defense of usury,  nor will the  operation of any of the terms
            of the  Mortgage  Note or the  Mortgage,  or the  exercise  of any
            right thereunder,  render either the Mortgage Note or the Mortgage
            unenforceable,  in whole or in part,  or  subject  to any right of
            rescission,  set-off,  counterclaim or defense,  including without
            limitation the defense of usury,  and no such right of rescission,
            set-off,  counterclaim  or defense has been  asserted with respect
            thereto;


                                       17
(page)

      (e)   No Satisfaction of Mortgage.

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

      (f)   Validity of Mortgage Documents.

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

      (g)   No Fraud.

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

      (h)   Compliance with Applicable Laws.

            Any and all  requirements  of any  applicable  federal,  state  or
            local law including, without limitation, usury,  truth-in-lending,
            real estate  settlement  procedures,  consumer credit  protection,
            equal  credit  opportunity,  disclosure,  or  predatory  and abuse
            lending laws  applicable  to the Mortgage  Loan have been complied
            with, and the Company shall maintain in its possession,  available
            for  the  Purchaser's   inspection,   and  shall  deliver  to  the
            Purchaser  upon  demand,  evidence  of  compliance  with  all such
            requirements; All inspections,  licenses and certificates required
            to be made or issued with respect to all occupied  portions of the
            Mortgaged  Property  and, with respect to the use and occupancy of
            the same,  including but not limited to  certificates of occupancy
            and fire  underwriting  certificates,  have been made or  obtained
            from the appropriate authorities;

      (i)   Location and Type of Mortgaged Property.


                                       18
(page)

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

      (j)   Valid First Lien.

            The Mortgage is a valid,  subsisting and enforceable first lien on
            the Mortgaged  Property,  including all buildings on the Mortgaged
            Property  and  all  installations   and  mechanical,   electrical,
            plumbing,  heating  and air  conditioning  systems  located  in or
            annexed to such  buildings,  and all  additions,  alterations  and
            replacements  made at any time with respect to the foregoing.  The
            lien of the Mortgage is subject only to:

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

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

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

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


                                       19
(page)

      (k)   Full Disbursement of Proceeds.

            The  proceeds  of the  Mortgage  Loan have been  fully  disbursed,
            except for escrows  established or created due to seasonal weather
            conditions,  and  there  is no  requirement  for  future  advances
            thereunder.  All costs,  fees and  expenses  incurred in making or
            closing the Mortgage  Loan and the  recording of the Mortgage were
            paid,  and the  Mortgagor  is not  entitled  to any  refund of any
            amounts paid or due under the Mortgage Note or Mortgage;

      (l)   Ownership.

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

      (m)   Origination/Doing Business.

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

      (n)   Primary Mortgage Insurance.

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


                                       20
(page)

      (o)   FHA Insurance/VA Guaranty.

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

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

      (p)   Title Insurance.

            The Mortgage Loan is covered by an ALTA lender's  title  insurance
            policy  (or  in  the  case  of  any  Mortgage  Loan  secured  by a
            Mortgaged  Property located in a jurisdiction  where such policies
            are  generally  not  available,  an opinion of counsel of the type
            customarily  rendered  in  such  jurisdiction  in  lieu  of  title
            insurance)  or  other  generally  acceptable  form  of  policy  of
            insurance  acceptable to the  Agencies,  issued by a title insurer
            acceptable  to the  Agencies  and  qualified to do business in the
            jurisdiction  where the  Mortgaged  Property is located,  insuring
            the Company,  its successors and assigns, as to the first priority
            lien of the  Mortgage  in the  original  principal  amount  of the
            Mortgage  Loan,  subject  only  to  the  exceptions  contained  in
            clauses (1), (2) and (3) of paragraph  (xi) of this Section  3(b).
            The Company is the sole insured of such lender's  title  insurance
            policy,  and such lender's title insurance policy is in full force
            and effect and will be in force and effect  upon the  consummation
            of the  transactions  contemplated  by this  Agreement.  No claims
            have been made under such lender's title insurance policy,  and no
            prior holder of the Mortgage,  including the Company, has done, by
            act or omission,  anything which would impair the coverage of such
            lender's title insurance policy;

      (q)   No Mechanics' Liens.

            There are no  mechanics'  or  similar  liens or claims  which have
            been  filed  for  work,  labor  or  material  (and no  rights  are
            outstanding  that  under  the law could  give rise to such  liens)
            affecting  the  related  Mortgaged  Property  which  are or may be
            liens  prior  to,  or equal or  coordinate  with,  the lien of the
            related  Mortgage  which  are not  insured  against  by the  Title
            Insurance policy referenced in Section (p) above;


                                       21
(page)

      (r)   Location of Improvements; No Encroachments.

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

      (s)   Customary Provisions.

            The Mortgage  contains  customary and enforceable  provisions such
            as to  render  the  rights  and  remedies  of the  holder  thereof
            adequate for the  realization  against the  Mortgaged  Property of
            the benefits of the security provided thereby,  including,  (i) in
            the  case  of  a  Mortgage  designated  as a  deed  of  trust,  by
            trustee's  sale,  and  (ii)  otherwise  by  judicial  foreclosure.
            There is no homestead or other exemption  available to a Mortgagor
            which  would  interfere  with  the  right  to sell  the  Mortgaged
            Property  at a  trustee's  sale  or the  right  to  foreclose  the
            Mortgage;

      (t)   Occupancy of the Mortgaged Property.

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

      (u)   No Additional Collateral.

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

      (v)   Deeds of Trust.

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

      (w)   Transfer of Mortgage Loans.

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


                                       22
(page)

      (x)   Mortgaged Property Undamaged.

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

      (y)   Collection Practices; Escrow Deposits.

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

      (z)   No Condemnation.

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

      (aa)  The Appraisal.

            The Mortgage File  contains an appraisal of the related  Mortgaged
            Property by an appraiser who had no interest,  direct or indirect,
            in the  Mortgaged  Property  or in any loan  made on the  security
            thereof;  and whose  compensation  is not affected by the approval
            or  disapproval  of the Mortgage  Loan,  and the appraisal and the
            appraiser both satisfy the applicable  requirements of Title XI of
            the Financial  Institution Reform,  Recovery,  and Enforcement Act
            of 1989  and the  regulations  promulgated  thereunder,  all as in
            effect on the date the Mortgage Loan was originated;

      (bb)  Insurance.

            The Mortgaged  Property  securing each Mortgage Loan is insured by
            an insurer  acceptable  to the  Agencies  against loss by fire and
            such  hazards as are covered  under a standard  extended  coverage
            endorsement,  in an amount  which is at least  equal to the lesser
            of (i) 100% of the insurable  value, on a replacement  cost basis,
            of the  improvements on the related  Mortgaged  Property,  and the
            outstanding  principal  balance of the  Mortgage  Loan,  but in no
            event less and (ii) the greater of (a) the  outstanding  principal
            balance  of the  Mortgage  Loan or (b) an  amount  such  that  the
            proceeds  of such  insurance  shall be  sufficient  to prevent the
            application to the Mortgagor or the loss payee of any  coinsurance
            clause  under  the  policy.   If  the  Mortgaged   Property  is  a
            condominium  unit, it is included under the coverage afforded by a
            blanket policy for the project;  the insurance  policy  contains a
            standard  clause naming the  originator of such mortgage loan, its
            successor and assigns,  as insured mortgagee;  if upon origination
            of the Mortgage Loan, the  improvements on the Mortgaged  Property
            were in an area identified in the Federal  Register by the Federal
            Emergency  Management  Agency as having special flood  hazards,  a
            flood  insurance  policy meeting the  requirements  of the current
            guidelines of the Federal  Insurance  Administration  is in effect
            with  a  generally  acceptable  insurance  carrier,  in an  amount
            representing   coverage   not  less  than  the  least  of  (A) the
            outstanding  principal balance of the Mortgage Loan,  (B) the full
            insurable  value and (C) the maximum amount of insurance which was
            available  under the Flood  Disaster  Protection  Act of 1973,  as
            amended;  and the Mortgage  obligates the mortgagor  thereunder to
            maintain all such  insurance at the  mortgagor's  cost and expense
            and the  Company  has not  acted or  failed to act so as to impair
            the  coverage  of any  such  insurance  policy  or  the  validity,
            binding effect and enforceability thereof.


                                       23
(page)

      (cc)  Servicemembers Civil Relief Act.

            The  Mortgagor  has not notified the Company,  and the Company has
            no knowledge of any relief  requested or allowed to the  Mortgagor
            under the Servicemembers Civil Relief Act, as amended.

      (dd)  No Violation of Environmental Laws.

            There is no pending  action or proceeding  directly  involving any
            Mortgaged  Property  of  which  the  Company  is  aware  in  which
            compliance  with any  environmental  law, rule or regulation is an
            issue; and to the best of the Company's  knowledge nothing further
            remains  to be done to satisfy  in full all  requirements  of each
            such law, rule or regulation  constituting a  prerequisite  to use
            and enjoyment of said property.

      (ee)  HOEPA/HIGH COST.

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

      (ff)  Prepayment Penalty.

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

      (gg)  Georgia Fair Lending Act.


                                       24
(page)

            There is no Mortgage Loan that was originated on or after October
            1, 2002 and before March 7, 2003 which is secured by property
            located in the State of Georgia.

      (hh)  Buydown Mortgage Loans.

            With  respect  to each  Mortgage  Loan that is a Buydown  Mortgage
            Loan:

            (i)   On or before the date of  origination of such Mortgage Loan,
                  the  Company  and  the  Mortgagor,   or  the  Company,   the
                  Mortgagor  and the  seller of the  Mortgaged  Property  or a
                  third party  entered into a Buydown  Agreement.  The Buydown
                  Agreement   provides   that  the  seller  of  the  Mortgaged
                  Property  (or third  party)  shall  deliver  to the  Company
                  temporary  Buydown Funds in an amount equal to the aggregate
                  undiscounted  amount of  payments  that,  when  added to the
                  amount the  Mortgagor on such  Mortgage Loan is obligated to
                  pay on each Due  Date in  accordance  with the  terms of the
                  Buydown  Agreement,  is equal to the full scheduled  Monthly
                  Payment due on such Mortgage  Loan.  The  temporary  Buydown
                  Funds  enable  the  Mortgagor  to  qualify  for the  Buydown
                  Mortgage  Loan.  The  effective  interest  rate of a Buydown
                  Mortgage  Loan if less than the  interest  rate set forth in
                  the related  Mortgage Note will increase  within the Buydown
                  Period as provided in the related Buydown  Agreement so that
                  the  effective  interest  rate will be equal to the interest
                  rate as set forth in the related  Mortgage Note. The Buydown
                  Mortgage Loan  satisfies the  requirements  of Fannie Mae or
                  Freddie Mac  guidelines  or the  underwriting  guidelines of
                  the Company;

            (ii)  The  Mortgage  and  Mortgage   Note  reflect  the  permanent
                  payment  terms rather than the payment  terms of the Buydown
                  Agreement.  The Buydown  Agreement  provides for the payment
                  by the  Mortgagor of the full amount of the Monthly  Payment
                  on any Due Date that the Buydown  Funds are  available.  The
                  Buydown   Funds  were  not  used  to  reduce  the   original
                  principal  balance of the  Mortgage  Loan or to increase the
                  Appraised  Value of the Mortgage  Property when  calculating
                  the Loan-to-Value  Ratios for purposes of the Agreement and,
                  if the  Buydown  Funds were  provided  by the Company and if
                  required  under  Fannie Mae or Freddie Mac  guidelines,  the
                  terms  of  the  Buydown  Agreement  were  disclosed  to  the
                  appraiser of the Mortgaged Property;

            (ii)  The  Buydown  Funds  may not be  refunded  to the  Mortgagor
                  unless  the  Mortgagor  makes a  principal  payment  for the
                  outstanding balance of the Mortgage Loan;


                                       25
(page)

            (iv)  As of the date of  origination  of the  Mortgage  Loan,  the
                  provisions of the related  Buydown  Agreement  complied with
                  the  requirements  of Fannie  Mae or Freddie  Mac  regarding
                  buydown agreements.

Section 3.03 Repurchase.

      It is understood and agreed that the  representations and warranties set
forth in Sections 3.01 and 3.02 shall  survive the sale of the Mortgage  Loans
to the  Purchaser  and the  delivery of the  Mortgage  Loan  Documents  to the
Custodian  and shall  inure to the benefit of the  Purchaser,  notwithstanding
any  restrictive  or qualified  endorsement on any Mortgage Note or Assignment
of Mortgage or the  examination or failure to examine any Mortgage File.  Upon
discovery  by either the  Company or the  Purchaser  of a breach of any of the
foregoing  representations  and  warranties  which  materially  and  adversely
affects the value of the Mortgage  Loans or the interest of the  Purchaser (or
which  materially  and  adversely  affects the  interests  of Purchaser in the
related  Mortgage Loan in the case of a representation  and warranty  relating
to a particular  Mortgage Loan), the party  discovering such breach shall give
prompt written notice to the other.

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

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

      In addition to such repurchase  obligation,  the Company shall indemnify
the Purchaser  and hold it harmless  against any losses,  damages,  penalties,
fines,  forfeitures,  reasonable  and necessary  legal fees and related costs,
judgments,  and other costs and  expenses  resulting  from any claim,  demand,
defense or assertion  based on or grounded  upon, or resulting  from, a breach
of the Company  representations  and warranties  contained in this  Agreement.
It is understood  and agreed that the  obligations of the Company set forth in
this Section 3.03 to cure,  substitute for or repurchase a defective  Mortgage
Loan  and to  indemnify  the  Purchaser  as  provided  in  this  Section  3.03
constitute  the sole  remedies  of the  Purchaser  respecting  a breach of the
foregoing representations and warranties.


                                       26
(page)

      Any cause of action  against the  Company  relating to or arising out of
the breach of any  representations  and  warranties  made in Sections 3.01 and
3.02 shall  accrue as to any Mortgage  Loan upon (i)  discovery of such breach
by the  Purchaser  or notice  thereof by the  Company to the  Purchaser,  (ii)
failures by the Company to cure such breach or  repurchase  such Mortgage Loan
as specified  above,  and (iii) demand upon the Company by the  Purchaser  for
compliance with this Agreement.

                                  ARTICLE IV

                ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 4.01      Company to Act as Servicer.

      The Company, as an independent contractor,  shall service and administer
the Mortgage  Loans and shall have full power and  authority,  acting alone or
through the  utilization  of a Subservicer or a  Subcontractor,  to do any and
all things in  connection  with such  servicing and  administration  which the
Company may deem  necessary or  desirable,  consistent  with the terms of this
Agreement and with  Accepted  Servicing  Practices.  The Company shall service
the  Mortgage  Loans in  accordance  with  the  guidelines  of the  applicable
governing Agency,  including the Federal Housing  Administration for FHA loans
or the Veteran's  Administration  for VA loans,  and shall comply with all the
rules and  regulations  as set forth by each  applicable  agency.  The Company
shall  be  responsible   for  any  and  all  acts  of  a  Subservicer   and  a
Subcontractor,   and  the   Company's   utilization   of  a   Subservicer   or
Subcontractor  shall in no way relieve the liability of the Company under this
Agreement.

      Consistent  with the terms of this Agreement and any  applicable  Agency
guidelines,  the  Company may waive,  modify or vary any term of any  Mortgage
Loan or consent to the  postponement  of strict  compliance with any such term
or in any  manner  grant  indulgence  to  any  Mortgagor  if in the  Company's
reasonable and prudent determination such waiver,  modification,  postponement
or indulgence is not  materially  adverse to the Purchaser and will not result
in the  impairment  of  coverage  under  any  PMI  Policy,  the  MIC  or  LGC.
Provided,  however,  no such  modification  shall reduce the mortgage interest
rate below the  Company's  prevailing  market rate for similar loans in affect
as of the date of modification.  In the event of any such  modification  which
permits the deferral of interest or principal  payments on any Mortgage  Loan,
the Company shall  disburse on the  following  Remittance  Date,  from its own
funds,  the  difference  between (a) such  month's  principal  and one month's
interest at the Mortgage Loan Remittance Rate on the unpaid principal  balance
of such  Mortgage  Loan for any Monthly  Payment  received or deferred and (b)
the amount paid by the Mortgagor,  if any.  Without limiting the generality of
the  foregoing,  the Company  shall  continue,  and is hereby  authorized  and
empowered,  to execute and deliver on behalf of itself and the Purchaser,  all
instruments of  satisfaction or  cancellation,  or of partial or full release,
discharge and all other comparable  instruments,  with respect to the Mortgage
Loans and with respect to the Mortgaged  Properties.  If  reasonably  required
by the Company,  the  Purchaser  shall  furnish the Company with any powers of
attorney and other  documents  necessary or  appropriate to enable the Company
to carry out its servicing and administrative duties under this Agreement.


                                       27
(page)

      In servicing and  administering  the Mortgage  Loans,  the Company shall
employ  procedures  (including  collection  procedures)  and exercise the same
care that it customarily  employs and exercises in servicing and administering
mortgage  loans for its own  account,  giving due  consideration  to  Accepted
Servicing   Practices   where  such   practices  do  not  conflict   with  the
requirements of this Agreement, and the Purchaser's reliance on the Company.

Section 4.02      Liquidation of Mortgage Loans.

      In the  event  that any  payment  due under  any  Mortgage  Loan and not
postponed  pursuant to Section  4.01 is not paid when the same becomes due and
payable,  or in the event the Mortgagor fails to perform any other covenant or
obligation  under the  Mortgage  Loan and such  failure  continues  beyond any
applicable  grace  period,  the  Company  shall  take  such  action as (1) the
Company  would  take under  similar  circumstances  with  respect to a similar
mortgage  loan  held  for  its  own  account  for  investment,  (2)  shall  be
consistent with Accepted Servicing Practices,  (3) the Company shall determine
prudently to be in the best interest of Purchaser,  and (4) is consistent with
any related PMI Policy.  In the event that any payment due under any  Mortgage
Loan is not postponed  pursuant to Section 4.01 and remains  delinquent  for a
period  of 90 days or any  other  default  continues  for a period  of 90 days
beyond the expiration of any grace or cure period,  the Company shall commence
foreclosure  proceedings.  In such connection,  the Company shall from its own
funds make all necessary and proper  Servicing  Advances,  provided,  however,
that the Company  shall not be required to expend its own funds in  connection
with any  foreclosure  or  towards  the  restoration  or  preservation  of any
Mortgaged  Property,  unless it shall  determine  (a) that such  preservation,
restoration  and/or  foreclosure  will increase the proceeds of liquidation of
the  Mortgage  Loan to  Purchaser  after  reimbursement  to  itself  for  such
expenses and (b) that such expenses will be  recoverable  by it either through
Liquidation  Proceeds (respecting which it shall have priority for purposes of
withdrawals  from the Custodial  Account  pursuant to Section 4.05) or through
Insurance Proceeds (respecting which it shall have similar priority).

      Notwithstanding   anything  to  the  contrary   contained   herein,   in
connection  with a foreclosure or acceptance of a deed in lieu of foreclosure,
in the event the  Company  has  reasonable  cause to believe  that a Mortgaged
Property is  contaminated  by hazardous or toxic  substances or wastes,  or if
the  Purchaser  otherwise  requests an  environmental  inspection or review of
such Mortgaged Property,  such an inspection or review is to be conducted by a
qualified  inspector.  The cost for such  inspection  or review shall be borne
by the Purchaser.  Upon  completion of the  inspection or review,  the Company
shall   promptly   provide  the  Purchaser   with  a  written  report  of  the
environmental inspection.

      After  reviewing  the  environmental  inspection  report,  the Purchaser
shall  determine  how the Company  shall proceed with respect to the Mortgaged
Property.  In the  event (a) the  environmental  inspection  report  indicates
that the Mortgaged  Property is contaminated by hazardous or toxic  substances
or  wastes  and  (b)  the  Purchaser  directs  the  Company  to  proceed  with
foreclosure or acceptance of a deed in lieu of foreclosure,  the Company shall
be reimbursed for all reasonable  costs  associated  with such  foreclosure or
acceptance  of a deed in lieu of  foreclosure  and any  related  environmental
clean up costs, as applicable,  from the related Liquidation  Proceeds,  or if
the Liquidation  Proceeds are insufficient to fully reimburse the Company, the
Company  shall be  entitled to be  reimbursed  from  amounts in the  Custodial
Account  pursuant to Section 4.05 hereof.  In the event the Purchaser  directs
the Company not to proceed with  foreclosure  or  acceptance of a deed in lieu
of  foreclosure,  the Company shall be reimbursed  for all Servicing  Advances
made  with  respect  to the  related  Mortgaged  Property  from the  Custodial
Account pursuant to Section 4.05 hereof.


                                       28
(page)

Section 4.03      Collection of Mortgage Loan Payments.

      Continuously  from the date hereof until the  principal  and interest on
all Mortgage Loans are paid in full,  the Company shall proceed  diligently to
collect all payments due under each of the Mortgage  Loans when the same shall
become  due and  payable  and shall  take  special  care in  ascertaining  and
estimating  Escrow  Payments  and all other  charges  that will become due and
payable with respect to the Mortgage Loan and the Mortgaged  Property,  to the
end that the installments  payable by the Mortgagors will be sufficient to pay
such  charges as and when they become due and payable.  The Company  shall not
waive any  Prepayment  Charge  unless:  (i) the  enforceability  thereof shall
have been limited by  bankruptcy,  insolvency,  moratorium,  receivership  and
other  similar  laws  relating  to  creditors'  rights  generally,   (ii)  the
enforcement  thereof is  illegal,  or any local,  state or federal  agency has
threatened  legal  action if the  prepayment  penalty is  enforced,  (iii) the
mortgage debt has been  accelerated in connection  with a foreclosure or other
involuntary  payment  or  (iv)  such  waiver  is  standard  and  customary  in
servicing  similar  Mortgage  Loans and  relates to a default or a  reasonably
foreseeable  default and would,  in the  reasonable  judgment of the  Company,
maximize  recovery of total  proceeds  taking  into  account the value of such
Prepayment  Charge and the related  Mortgage  Loan. If a Prepayment  Charge is
waived,  but does not meet the standards  described above, then the Company is
required to pay the amount of such waived  Prepayment Charge by remitting such
amount to the Purchaser by the Remittance Date.

Section 4.04      Establishment of and Deposits to Custodial Account.

      The Company shall  segregate  and hold all funds  collected and received
pursuant to a Mortgage  Loan  separate and apart from any of its own funds and
general  assets  and  shall  establish  and  maintain  one or  more  Custodial
Accounts, in the form of time deposit or demand accounts,  titled "Wells Fargo
Bank,  N.A.  in  trust  for the  Purchaser  and/or  subsequent  purchasers  of
Residential  Mortgage  Loans,  -  P &  I."  The  Custodial  Account  shall  be
established  with a Qualified  Depository.  Upon request of the  Purchaser and
within ten (10) days thereof,  the Company  shall  provide the Purchaser  with
written  confirmation  of the existence of such Custodial  Account.  Any funds
deposited  in the  Custodial  Account  shall at all  times be  insured  to the
fullest  extent allowed by applicable  law.  Funds  deposited in the Custodial
Account may be drawn on by the Company in accordance with Section 4.05.

      The  Company  shall  deposit  in the  Custodial  Account  within two (2)
Business  Days of the Company's  receipt,  and retain  therein,  the following
collections  received by the Company and  payments  made by the Company  after
the Cut-off  Date,  other than  payments of  principal  and interest due on or
before the Cut-off  Date, or received by the Company prior to the Cut-off Date
but allocable to a period subsequent thereto:


                                       29
(page)

      (i)   all  payments  on  account of  principal  on the  Mortgage  Loans,
            including all Principal Prepayments;

      (ii)  all  payments  on  account  of  interest  on  the  Mortgage  Loans
            adjusted to the Mortgage Loan Remittance Rate;

      (iii) all Liquidation Proceeds;

      (iv)  all Insurance  Proceeds including amounts required to be deposited
            pursuant to Section  4.10  (other than  proceeds to be held in the
            Escrow  Account  and applied to the  restoration  or repair of the
            Mortgaged  Property  or released to the  Mortgagor  in  accordance
            with Section 4.14), Section 4.11 and Section 4.15;

      (v)   all   Condemnation   Proceeds   which  are  not   applied  to  the
            restoration  or repair of the  Mortgaged  Property  or released to
            the Mortgagor in accordance with Section 4.14;

      (vi)  any amount  required  to be  deposited  in the  Custodial  Account
            pursuant to Section 4.01, 5.03, 6.01 or 6.02;

      (vii) any  amounts  payable in  connection  with the  repurchase  of any
            Mortgage  Loan  pursuant to Section 3.03 and all amounts  required
            to be deposited by the Company in  connection  with a shortfall in
            principal  amount  of  any  Qualified   Substitute  Mortgage  Loan
            pursuant to Section 3.03;

     (viii) with  respect  to  each  Principal  Prepayment  an  amount  (to be
            paid by the  Company  out of its funds)  which,  when added to all
            amounts  allocable  to interest  received in  connection  with the
            Principal  Prepayment,  equals one month's  interest on the amount
            of principal so prepaid at the Mortgage Loan Remittance Rate;

      (ix)  any amounts  required to be deposited  by the Company  pursuant to
            Section  4.11 in  connection  with the  deductible  clause  in any
            blanket hazard insurance policy;

      (x)   any  amounts  received  with  respect  to or  related  to any  REO
            Property  and all REO  Disposition  Proceeds  pursuant  to Section
            4.16; and

      (xi)  with  respect to each  Buydown  Mortgage  Loan an amount  from the
            Buydown  Account (or Escrow Account) that when added to the amount
            received  from the Mortgagor for such month equal the full Monthly
            Payment due under the related Mortgage Note.

      The foregoing  requirements for deposit into the Custodial Account shall
be  exclusive,  it being  understood  and agreed  that,  without  limiting the
generality of the  foregoing,  payments in the nature of late payment  charges
and  assumption  fees, to the extent  permitted by Section  6.01,  need not be
deposited  by the Company into the  Custodial  Account.  Any interest  paid on
funds deposited in the Custodial  Account by the depository  institution shall
accrue to the  benefit of the  Company  and the  Company  shall be entitled to
retain and withdraw  such  interest  from the  Custodial  Account  pursuant to
Section 4.05.


                                       30
(page)

Section 4.05      Permitted Withdrawals From Custodial Account.

      The Company shall, from time to time,  withdraw funds from the Custodial
Account for the following purposes:

      (i)   to  make  payments  to the  Purchaser  in the  amounts  and in the
            manner provided for in Section 5.01;

      (ii)  to reimburse  itself for Monthly  Advances of the Company's  funds
            made  pursuant to Section 5.03,  the Company's  right to reimburse
            itself  pursuant to this  subclause  (ii) being limited to amounts
            received  on  the  related  Mortgage  Loan  which  represent  late
            payments of principal  and/or interest  respecting  which any such
            advance was made,  it being  understood  that,  in the case of any
            such reimbursement,  the Company's right thereto shall be prior to
            the  rights  of  Purchaser,  except  that,  where the  Company  is
            required to  repurchase a Mortgage  Loan  pursuant to Section 3.03
            or  6.02,  the  Company's  right  to such  reimbursement  shall be
            subsequent  to the  payment  to the  Purchaser  of the  Repurchase
            Price pursuant to such sections and all other amounts  required to
            be paid to the Purchaser with respect to such Mortgage Loan;

      (iii) to reimburse itself for unreimbursed  Servicing Advances,  and for
            any  unpaid  Servicing  Fees,  the  Company's  right to  reimburse
            itself  pursuant  to this  subclause  (iii)  with  respect  to any
            Mortgage  Loan  being  limited to  related  Liquidation  Proceeds,
            Condemnation  Proceeds,  Insurance Proceeds and such other amounts
            as  may  be  collected  by  the  Company  from  the  Mortgagor  or
            otherwise  relating  to the  Mortgage  Loan,  it being  understood
            that, in the case of any such  reimbursement,  the Company's right
            thereto  shall be prior to the rights of  Purchaser,  except  that
            where the  Company is  required  to  repurchase  a  Mortgage  Loan
            pursuant  to Section  3.03 or 6.02,  in which  case the  Company's
            right to such reimbursement  shall be subsequent to the payment to
            the Purchaser of the  Repurchase  Price  pursuant to such sections
            and all other amounts  required to be paid to the  Purchaser  with
            respect to such Mortgage Loan;

      (iv)  to pay  itself  interest  on  funds  deposited  in  the  Custodial
            Account;

      (v)   to reimburse  itself for expenses  incurred and reimbursable to it
            pursuant to Section 8.01;

      (vi)  to pay any amount  required to be paid  pursuant  to Section  4.16
            related to any REO  Property,  it being  understood  that,  in the
            case  of  any  such   expenditure  or  withdrawal   related  to  a
            particular  REO  Property,  the  amount  of  such  expenditure  or
            withdrawal from the Custodial  Account shall be limited to amounts
            on deposit in the  Custodial  Account  with respect to the related
            REO Property;


                                       31
(page)

      (vii) to  reimburse  itself for any  Servicing  Advances or REO expenses
            after   liquidation  of  the  Mortgaged   Property  not  otherwise
            reimbursed above;

     (viii) to remove funds  inadvertently  placed in the Custodial Account by
            the Company;

      (ix)  to clear and terminate the Custodial  Account upon the termination
            of this Agreement; and

      (x)   to reimburse itself for any Nonrecoverable Advances.

      In the event that the  Custodial  Account is interest  bearing,  on each
Remittance  Date,  the Company  shall  withdraw  all funds from the  Custodial
Account except for those amounts which,  pursuant to Section 5.01, the Company
is not obligated to remit on such  Remittance  Date.  The Company may use such
withdrawn funds only for the purposes described in this Section 4.05.

Section 4.06      Establishment of and Deposits to Escrow Account.

      The Company shall  segregate  and hold all funds  collected and received
pursuant to a Mortgage Loan  constituting  Escrow Payments  separate and apart
from any of its own funds and general assets and shall  establish and maintain
one or more Escrow  Accounts,  in the form of time deposit or demand accounts,
titled,  "Wells Fargo Bank, N.A., in trust for the Purchaser and/or subsequent
purchasers  of Mortgage  Loans,  and various  Mortgagors  - T & I." The Escrow
Accounts shall be established with a Qualified  Depository,  in a manner which
shall provide  maximum  available  insurance  thereunder.  Upon request of the
Purchaser  and within ten (10) days  thereof,  the Company  shall  provide the
Purchaser with written  confirmation  of the existence of such Escrow Account.
Funds  deposited  in the  Escrow  Account  may be drawn on by the  Company  in
accordance with Section 4.07.

      The Company shall deposit in the Escrow  Account or Accounts  within two
(2) Business Days of Company's receipt and retain therein:

      (i)   all Escrow  Payments  collected on account of the Mortgage  Loans,
            for the purpose of effecting  timely  payment of any such items as
            required under the terms of this Agreement;

      (ii)  all  amounts  representing   Insurance  Proceeds  or  Condemnation
            Proceeds  which are to be applied to the  restoration or repair of
            any Mortgaged Property;
      (iii) all payments on account of Buydown Funds; and

      (iv)  all Servicing  Advances for Mortgagors  whose Escrow  Payments are
            insufficient to cover escrow disbursements.


                                       32
(page)

      The  Company  shall make  withdrawals  from the Escrow  Account  only to
effect such  payments as are required  under this  Agreement,  as set forth in
Section  4.07.  The Company  shall be entitled to retain any interest  paid on
funds  deposited in the Escrow  Account by the depository  institution,  other
than interest on escrowed  funds  required by law to be paid to the Mortgagor.
To the extent  required  by law,  the Company  shall pay  interest on escrowed
funds  to  the  Mortgagor  notwithstanding  that  the  Escrow  Account  may be
non-interest  bearing or that interest paid thereon is  insufficient  for such
purposes.

Section 4.07      Permitted Withdrawals From Escrow Account.

      Withdrawals  from the  Escrow  Account  or  Accounts  may be made by the
Company only:

      (i)   to effect  timely  payments of ground rents,  taxes,  assessments,
            water rates,  mortgage insurance  premiums,  condominium  charges,
            fire and hazard  insurance  premiums or other  items  constituting
            Escrow Payments for the related Mortgage;

      (ii)  to reimburse  the Company for any  Servicing  Advances made by the
            Company  pursuant to Section  4.08 or Section 4.10 with respect to
            a related  Mortgage  Loan,  but only from amounts  received on the
            related  Mortgage Loan which represent late  collections of Escrow
            Payments thereunder;

      (iii) to refund to any  Mortgagor any funds found to be in excess of the
            amounts required under the terms of the related Mortgage Loan;

      (iv)  for transfer to the Custodial  Account and  application  to reduce
            the principal  balance of the Mortgage Loan in accordance with the
            terms of the related Mortgage and Mortgage Note;

      (v)   for   application  to  restoration  or  repair  of  the  Mortgaged
            Property in  accordance  with the  procedures  outlined in Section
            4.14;

      (vi)  to pay to the Company,  or any Mortgagor to the extent required by
            law,  any  interest  paid on the  funds  deposited  in the  Escrow
            Account;

      (vii) to remove funds inadvertently  placed in the Escrow Account by the
            Company;

     (viii) to  remit  to  Purchaser  payments  on  account  of  Buydown Funds
            as applicable;

      (ix)  to clear and terminate the Escrow  Account on the  termination  of
            this Agreement; and

      (x)   to transfer  payment on account of Buydown  Funds to the Custodial
            Account.

Section 4.08      Payment of Taxes, Insurance and Other Charges.


                                       33
(page)

      With respect to each Mortgage Loan, the Company shall maintain  accurate
records  reflecting  the status of ground  rents,  taxes,  assessments,  water
rates,  sewer rents, and other charges which are or may become a lien upon the
Mortgaged  Property and the status of PMI Policy  premiums and fire and hazard
insurance  coverage  and shall  obtain,  from time to time,  all bills for the
payment of such charges  (including renewal premiums) and shall effect payment
thereof prior to the  applicable  penalty or termination  date,  employing for
such purpose  deposits of the Mortgagor in the Escrow Account which shall have
been estimated and  accumulated by the Company in amounts  sufficient for such
purposes,  as allowed  under the terms of the  Mortgage.  The Company  assumes
full  responsibility for the timely payment of all such bills and shall effect
timely payment of all such charges  irrespective of each Mortgagor's  faithful
performance in the payment of same or the making of the Escrow  Payments,  and
the Company shall make advances from its own funds to effect such payments.

Section 4.09      Protection of Accounts.

      The Company may transfer the Custodial  Account or the Escrow Account to
a different Qualified Depository from time to time.

Section 4.10      Maintenance of Hazard Insurance.

      The Company shall cause to be  maintained  for each Mortgage Loan hazard
insurance such that all buildings  upon the Mortgaged  Property are insured by
an  insurer  acceptable  to the  Agencies,  against  loss by fire,  hazards of
extended  coverage and such other  hazards as are  customary in the area where
the  Mortgaged  Property is located,  in an amount  which is at least equal to
the lesser of (i) 100 % of the insurable  value, on a replacement  cost basis,
of the improvements on the related  Mortgaged  Property,  and (ii) the greater
of (a)  the  outstanding  principal  balance  of the  Mortgage  Loan or (b) an
amount  such  that the  proceeds  of such  insurance  shall be  sufficient  to
prevent the  application to the Mortgagor or the loss payee of any coinsurance
clause under the policy.  In the event a hazard  insurance  policy shall be in
danger of being  terminated,  or in the event the  insurer  shall  cease to be
acceptable  to the  Agencies,  the Company  shall notify the Purchaser and the
related Mortgagor,  and shall use its best efforts, as permitted by applicable
law, to obtain from another Qualified  Insurer a replacement  hazard insurance
policy  substantially  and materially  similar in all respects to the original
policy.  In no  event,  however,  shall a  Mortgage  Loan be  without a hazard
insurance policy at any time, subject only to Section 4.11 hereof.

      If  upon  origination  of  the  Mortgage  Loan,  the  related  Mortgaged
Property was located in an area identified by the Flood  Emergency  Management
Agency as having  special  flood  hazards (and such flood  insurance  has been
made  available) a flood  insurance  policy  meeting the  requirements  of the
current  guidelines of the Federal Insurance  Administration is in effect with
a generally  acceptable  insurance carrier  acceptable to the Agencies,  in an
amount  representing  coverage  equal to the lesser of (i) the minimum  amount
required,  under the terms of coverage,  to compensate  for any damage or loss
on a  replacement  cost  basis  (or the  unpaid  balance  of the  mortgage  if
replacement  cost coverage is not available for the type of building  insured)
and (ii) the maximum  amount of insurance  which is available  under the Flood
Disaster  Protection  Act of 1973, as amended.  If at any time during the term
of the Mortgage Loan,  the Company  determines in accordance  with  applicable
law that a Mortgaged  Property is located in a special  flood  hazard area and
is not  covered by flood  insurance  or is covered in an amount  less than the
amount required by the Flood Disaster Protection Act of 1973, as amended,  the
Company  shall notify the related  Mortgagor  that the  Mortgagor  must obtain
such  flood  insurance  coverage,  and if said  Mortgagor  fails to obtain the
required  flood  insurance  coverage  within  forty-five  (45) days after such
notification,  the Company shall  immediately  force place the required  flood
insurance on the Mortgagor's behalf.


                                       34
(page)

      If a  Mortgage  is  secured  by a unit  in a  condominium  project,  the
Company  shall verify that the coverage  required of the owner's  association,
including  hazard,   flood,   liability,   and  fidelity  coverage,  is  being
maintained in accordance  with then current  Agency  requirements,  and secure
from the owner's  association its agreement to notify the Company  promptly of
any change in the insurance  coverage or of any  condemnation or casualty loss
that may have a  material  effect on the value of the  Mortgaged  Property  as
security.

      In the event that any Purchaser or the Company shall  determine that the
Mortgaged  Property  should be insured  against  loss or damage by hazards and
risks not covered by the insurance  required to be maintained by the Mortgagor
pursuant to the terms of the  Mortgage,  the  Company  shall  communicate  and
consult with the  Mortgagor  with respect to the need for such  insurance  and
bring to the  Mortgagor's  attention  the required  amount of coverage for the
Mortgaged  Property and if the Mortgagor  does not obtain such  coverage,  the
Company  shall   immediately   force  place  the  required   coverage  on  the
Mortgagor's behalf.

      All  policies  required  hereunder  shall name the Company as loss payee
and shall be  endorsed  with  standard  or union  mortgagee  clauses,  without
contribution,  which shall provide for at least 30 days prior  written  notice
of any cancellation, reduction in amount or material change in coverage.

      The Company shall not interfere with the  Mortgagor's  freedom of choice
in selecting either his insurance carrier or agent,  provided,  however,  that
the  Company  shall not  accept any such  insurance  policies  from  insurance
companies  unless such companies are  acceptable to the applicable  Agency and
are  licensed  to do  business  in the  jurisdiction  in which  the  Mortgaged
Property is located.  The Company shall  determine that such policies  provide
sufficient  risk  coverage and amounts,  that they insure the property  owner,
and that they properly describe the property address.

      Pursuant to Section  4.04,  any amounts  collected by the Company  under
any such  policies  (other than amounts to be deposited in the Escrow  Account
and applied to the  restoration or repair of the related  Mortgaged  Property,
or property  acquired in  liquidation  of the Mortgage Loan, or to be released
to  the  Mortgagor,   in  accordance  with  the  Company's   normal  servicing
procedures  as specified in Section  4.14) shall be deposited in the Custodial
Account subject to withdrawal pursuant to Section 4.05.

Section 4.11      Maintenance of Mortgage Impairment Insurance.


                                       35
(page)

      In the event  that the  Company  shall  obtain  and  maintain  a blanket
policy  insuring  against losses  arising from fire and hazards  covered under
extended  coverage  on all of the  Mortgage  Loans,  then,  to the extent such
policy provides  coverage in an amount equal to the amount  required  pursuant
to Section 4.10 and otherwise  complies with all other requirements of Section
4.10, it shall  conclusively  be deemed to have  satisfied its  obligations as
set forth in Section  4.10.  The Company  shall prepare and make any claims on
the  blanket  policy as deemed  necessary  by the Company in  accordance  with
prudent  servicing  practices.  Any amounts collected by the Company under any
such policy  relating to a Mortgage  Loan shall be deposited in the  Custodial
Account  subject to  withdrawal  pursuant  to Section  4.05.  Such  policy may
contain a deductible  clause, in which case, in the event that there shall not
have been  maintained  on the related  Mortgaged  Property a policy  complying
with  Section  4.10,  and there  shall have been a loss which  would have been
covered by such policy,  the Company shall deposit in the Custodial Account at
the time of such loss the  amount  not  otherwise  payable  under the  blanket
policy  because of such  deductible  clause,  such amount to be deposited from
the  Company's  funds,  without  reimbursement  therefor.  Upon request of any
Purchaser,  the  Company  shall  cause to be  delivered  to such  Purchaser  a
certified  true  copy  of  such  policy  and  a  statement  from  the  insurer
thereunder  that such policy  shall in no event be  terminated  or  materially
modified without 30 days' prior written notice to such Purchaser.

Section 4.12      Maintenance  of  Fidelity  Bond  and  Errors  and  Omissions
                  Insurance.

      The  Company  shall  maintain  with  responsible  companies,  at its own
expense,  a  blanket  Fidelity  Bond and an  Errors  and  Omissions  Insurance
Policy,  with broad  coverage  on all  officers,  employees  or other  persons
acting  in any  capacity  requiring  such  persons  to  handle  funds,  money,
documents or papers  relating to the  Mortgage  Loans  ("Company  Employees").
Any such Fidelity Bond and Errors and Omissions  Insurance  Policy shall be in
the form of the Mortgage  Banker's  Blanket Bond and shall  protect and insure
the Company against losses,  including forgery,  theft,  embezzlement,  fraud,
errors and  omissions  and  negligent  acts of such  Company  Employees.  Such
Fidelity  Bond and Errors and  Omissions  Insurance  Policy also shall protect
and  insure the  Company  against  losses in  connection  with the  release or
satisfaction  of a Mortgage Loan without  having  obtained  payment in full of
the  indebtedness   secured  thereby.   No  provision  of  this  Section  4.12
requiring such Fidelity Bond and Errors and Omissions  Insurance  Policy shall
diminish or relieve the Company from its duties and  obligations  as set forth
in this  Agreement.  The minimum  coverage  under any such bond and  insurance
policy  shall  be  acceptable  to  the  Agencies.  Upon  the  request  of  any
Purchaser,  the  Company  shall  cause to be  delivered  to such  Purchaser  a
certificate  of insurance for such  fidelity  bond and insurance  policy and a
statement  from  the  surety  and the  insurer  that  such  fidelity  bond and
insurance  policy  shall in no  event be  terminated  or  materially  modified
without 30 days' prior written notice to the Purchaser.

Section 4.13      Inspections.

      If any  Mortgage  Loan is more  than 60  days  delinquent,  the  Company
immediately shall inspect the Mortgaged  Property and shall conduct subsequent
inspections  in  accordance  with  Accepted  Servicing  Practices or as may be
required by the primary mortgage  guaranty  insurer.  The Company shall keep a
written report of each such inspection.


                                       36
(page)

Section 4.14      Restoration of Mortgaged Property.

      The  Company  need not obtain the  approval  of the  Purchaser  prior to
releasing any Insurance Proceeds or Condemnation  Proceeds to the Mortgagor to
be applied to the  restoration  or repair of the  Mortgaged  Property  if such
release  is in  accordance  with  Accepted  Servicing  Practices.  For  claims
greater  than  $15,000,  at a  minimum  the  Company  shall  comply  with  the
following  conditions  in  connection  with  any  such  release  of  Insurance
Proceeds or Condemnation Proceeds:

      (i) the Company shall receive satisfactory  independent  verification of
            completion of repairs and issuance of any required  approvals with
            respect thereto;

      (ii) the  Company  shall  take  all  steps  necessary  to  preserve  the
            priority of the lien of the Mortgage,  including,  but not limited
            to requiring  waivers with respect to mechanics' and materialmen's
            liens;

      (iii)  the  Company  shall  verify  that  the  Mortgage  Loan  is not in
            default; and

      (iv)  pending  repairs  or  restoration,  the  Company  shall  place the
            Insurance Proceeds or Condemnation Proceeds in the Escrow Account.

      If the  Purchaser is named as an additional  loss payee,  the Company is
hereby  empowered  to endorse any loss draft issued in respect of such a claim
in the name of the Purchaser.

Section 4.15      Claims.

      In connection  with its  activities as servicer,  the Company  agrees to
prepare  and  present,  on behalf of itself and the  Purchaser,  claims to the
insurer  under  any  PMI  Policy,  MIC  or  LGC  in a  timely  fashion  and in
accordance with the terms of the applicable policy or Agency requirements,  in
this  regard,  to take such action as shall be  necessary  to permit  recovery
respecting a defaulted  Mortgage  Loan.  Pursuant to Section 4.04, any amounts
collected  by the  Company  under  any  guaranty  shall  be  deposited  in the
Custodial Account, subject to withdrawal pursuant to Section 4.05.

Section 4.16      Title, Management and Disposition of REO Property.

      In the  event  that  title to any  Mortgaged  Property  is  acquired  in
foreclosure  or by deed in lieu of  foreclosure,  the deed or  certificate  of
sale  shall  be  taken  in the  name of the  Purchaser,  or in the  event  the
Purchaser is not  authorized  or  permitted to hold title to real  property in
the state where the REO Property is located,  or would be  adversely  affected
under the "doing  business" or tax laws of such state by so holding title, the
deed or  certificate  of sale  shall be taken  in the name of such  Person  or
Persons as shall be  consistent  with an Opinion  of Counsel  obtained  by the
Company  from any  attorney  duly  licensed to practice law in the state where
the REO  Property is located.  The Person or Persons  holding such title other
than the Purchaser shall  acknowledge in writing that such title is being held
as nominee for the Purchaser.


                                       37
(page)

      The  Purchaser  shall  have the  option to manage  and  operate  the REO
Property  provided the Purchaser  gives written  notice of its intention to do
so within thirty (30) days after such REO Property is acquired in  foreclosure
or by deed in lieu of  foreclosure.  The  election by the  Purchaser to manage
the REO  Property  shall not  constitute  a  termination  of any rights of the
Company pursuant to Section 11.02.

      In the  event  the  Purchaser  does  not  elect to  manage  it's own REO
property,  the Company  shall manage,  conserve,  protect and operate each REO
Property for the  Purchaser  solely for the purpose of its prompt  disposition
and sale.  The  Company,  either  itself or through an agent  selected  by the
Company, shall manage,  conserve,  protect and operate the REO Property in the
same  manner  that  it  manages,   conserves,   protects  and  operates  other
foreclosed  property for its own account,  and in the same manner that similar
property  in the same  locality as the REO  Property  is managed.  The Company
shall  attempt  to sell the  same  (and  may  temporarily  rent the same for a
period not greater than one year, except as otherwise  provided below) on such
terms and  conditions  as the Company  deems to be in the best interest of the
Purchaser.

      The Company  shall use its best  efforts to dispose of the REO  Property
as soon as  possible  and shall sell such REO  Property  in any event prior to
the close of the third calendar year  beginning  after the year in which title
has been taken to such REO Property, unless the Company determines,  and gives
an  appropriate  notice to the Purchaser to such effect,  that a longer period
is necessary for the orderly  liquidation  of such REO  Property.  If a period
longer than three  years is  permitted  under the  foregoing  sentence  and is
necessary to sell any REO Property,  (i) the Company  shall report  monthly to
the  Purchaser as to the progress  being made in selling such REO Property and
(ii) if, with the written consent of the Purchaser,  a purchase money mortgage
is taken in connection  with such sale,  such purchase  money  mortgage  shall
name the Company as mortgagee,  and such purchase  money mortgage shall not be
held pursuant to this Agreement.

      The Company  shall also  maintain on each REO  Property  fire and hazard
insurance  with  extended  coverage  in amount  which is at least equal to the
maximum  insurable  value  of  the  improvements  which  are a  part  of  such
property,  liability insurance and, to the extent required and available under
the Flood Disaster Protection Act of 1973, as amended,  flood insurance in the
amount required above.

      The  disposition  of REO Property shall be carried out by the Company at
such price, and upon such terms and conditions,  as the Company deems to be in
the  best  interests  of the  Purchaser.  The  proceeds  of  sale  of the  REO
Property  shall be promptly  deposited in the  Custodial  Account.  As soon as
practical  thereafter  the expenses of such sale shall be paid and the Company
shall  reimburse  itself  for any  related  unreimbursed  Servicing  Advances,
unpaid  Servicing  Fees and  unreimbursed  advances  made  pursuant to Section
5.03. On the Remittance Date  immediately  following the Principal  Prepayment
Period in which such sale  proceeds are received the net cash proceeds of such
sale remaining in the Custodial Account shall be distributed to the Purchaser.

      The Company shall  withdraw from the Custodial  Account funds  necessary
for the proper  operation  management  and  maintenance  of the REO  Property,
including the cost of  maintaining  any hazard  insurance  pursuant to Section
4.10  and the  fees of any  managing  agent  of the  Company,  or the  Company
itself.  The REO management  fee shall be $1500 per REO Property.  The Company
shall make monthly  distributions  on each Remittance Date to the Purchaser of
the net cash flow from the REO Property  (which shall equal the revenues  from
such REO Property  net of the  expenses  described in this Section 4.16 and of
any  reserves  reasonably  required  from  time to time  to be  maintained  to
satisfy anticipated liabilities for such expenses).


                                       38
(page)

Section 4.17      Real Estate Owned Reports.

      Together with the  statement  furnished  pursuant to Section  5.02,  the
Company shall furnish to the Purchaser on or before the  Remittance  Date each
month a statement  with respect to any REO Property  covering the operation of
such  REO  Property  for the  previous  month  and the  Company's  efforts  in
connection  with the  sale of such REO  Property  and any  rental  of such REO
Property  incidental  to  the  sale  thereof  for  the  previous  month.  That
statement  shall be  accompanied  by such other  information  available to the
Company as the Purchaser shall reasonably request.

Section 4.18      Liquidation Reports.

      Upon the foreclosure  sale of any Mortgaged  Property or the acquisition
thereof  by the  Purchaser  pursuant  to a deed in lieu  of  foreclosure,  the
Company  shall submit to the  Purchaser a  liquidation  report with respect to
such Mortgaged Property.

Section 4.19      Reports  of  Foreclosures   and  Abandonments  of  Mortgaged
Property.

      Following  the   foreclosure   sale  or  abandonment  of  any  Mortgaged
Property,  the  Company  shall  report  such  foreclosure  or  abandonment  as
required  pursuant  to  Section  6050J of the Code.  The  Company  shall  file
information  reports with respect to the receipt of mortgage interest received
in a trade or business and  information  returns  relating to  cancellation of
indebtedness  income with respect to any Mortgaged Property as required by the
Code.  Such  reports  shall be in form and  substance  sufficient  to meet the
reporting requirements imposed by the Code.

Section 4.20      Application of Buydown Funds.

      With  respect to each  Buydown  Mortgage  Loan,  the Company  shall have
deposited  into the Escrow  Account,  no later than the last day of the month,
Buydown  Funds in an  amount  equal to the  aggregate  undiscounted  amount of
payments  that,  when added to the amount the  Mortgagor on such Mortgage Loan
is  obligated  to pay on all Due  Dates in  accordance  with the  terms of the
Buydown  Agreement,  is equal to the full scheduled Monthly Payments which are
required to be paid by the Mortgagor  under the terms of the related  Mortgage
Note (without regard to the related Buydown  Agreement as if the Mortgage Loan
were not  subject  to the terms of the  Buydown  Agreement).  With  respect to
each Buydown  Mortgage Loan,  the Company will  distribute to the Purchaser on
each  Remittance  Date an amount of Buydown  Funds  equal to the amount  that,
when  added to the  amount  required  to be paid on such  date by the  related
Mortgagor,  pursuant to and in accordance with the related Buydown  Agreement,
equals the full Monthly  Payment  that would  otherwise be required to be paid
on such Mortgage Loan by the related  Mortgagor under the terms of the related
Mortgage  Note (as if the Mortgage  Loan were not a Buydown  Mortgage Loan and
without regard to the related Buydown Agreement).


                                       39
(page)

      If the  Mortgagor on a Buydown  Mortgage  Loan defaults on such Mortgage
Loan  during the  Buydown  Period and the  Mortgaged  Property  securing  such
Buydown  Mortgage  Loan is  sold in the  liquidation  thereof  (either  by the
Company  or the  insurer  under any  related  Primary  Insurance  Policy)  the
Company  shall,   on  the  Remittance  Date  following  the  date  upon  which
Liquidation  Proceeds or REO Disposition proceeds are received with respect to
any such Buydown  Mortgage  Loan,  distribute  to the  Purchaser all remaining
Buydown  Funds for such Mortgage  Loan then  remaining in the Escrow  Account.
Pursuant to the terms of each Buydown  Agreement,  any amounts  distributed to
the  Purchaser in accordance  with the  preceding  sentence will be applied to
reduce the  outstanding  principal  balance of the  related  Buydown  Mortgage
Loan.  If a Mortgagor on a Buydown  Mortgage  Loan prepays such  Mortgage Loan
in its  entirety  during the related  Buydown  Period,  the  Company  shall be
required to withdraw from the Escrow  Account any Buydown  Funds  remaining in
the Escrow  Account with respect to such Buydown  Mortgage  Loan in accordance
with the related Buydown Agreement.  If a principal  prepayment by a Mortgagor
on a Buydown  Mortgage Loan during the related Buydown  Period,  together with
any  Buydown  Funds  then  remaining  in the  Escrow  Account  related to such
Buydown  Mortgage Loan,  would result in a principal  prepayment of the entire
unpaid  principal  balance of the Buydown  Mortgage  Loan,  the Company  shall
distribute  to the  Purchaser on the  Remittance  Date  occurring in the month
immediately  succeeding  the  month  in which  such  Principal  Prepayment  is
received,  all Buydown Funds related to such Mortgage Loan so remaining in the
Escrow  Account,  together with any amounts  required to be deposited into the
Custodial Account.

Section 4.21      Notification of Adjustments.

      With respect to each  adjustable  rate Mortgage  Loan, the Company shall
adjust  the  Mortgage  Interest  Rate  on  the  related   Adjustment  Date  in
compliance with the  requirements  of applicable law and the related  Mortgage
and  Mortgage  Note.  The  Company  shall  execute  and  deliver  any  and all
necessary  notices  required under applicable law and the terms of the related
Mortgage Note and Mortgage  regarding the Mortgage  Interest Rate adjustments.
Upon the  discovery by the Company or the receipt of notice from the Purchaser
that the Company has failed to adjust a Mortgage  Interest  Rate in accordance
with the terms of the related  Mortgage  Note,  the Company shall  immediately
deposit  in the  Custodial  Account  from  its own  funds  the  amount  of any
interest loss or deferral caused the Purchaser thereby.

Section 4.22      Confidentiality/Protection of Customer Information.

      The Company shall keep  confidential and shall not divulge to any party,
without  the  Purchaser's  prior  written  consent,  the  price  paid  by  the
Purchaser for the Mortgage  Loans,  except to the extent that it is reasonable
and  necessary  for  the  Company  to do so in  working  with  legal  counsel,
auditors,  taxing  authorities  or other  governmental  agencies.  Each  party
agrees  that  it  shall  comply  with  all  applicable  laws  and  regulations
regarding the privacy or security of Customer  Information  and shall maintain
appropriate  administrative,  technical and physical safeguards to protect the
security,  confidentiality  and integrity of Customer  Information,  including
maintaining   security  measures  designed  to  meet  the  objectives  of  the
Interagency  Guidelines   Establishing  Standards  for  Safeguarding  Customer
Information,  66 Fed. Reg. 8616 (the "Interagency  Guidelines").  For purposes
of this  Section,  the term  "Customer  Information"  shall  have the  meaning
assigned to it in the Interagency Guidelines.


                                       40
(page)

Section 4.23      Prepayment Penalty Waivers.

      To the extent  consistent with the terms of this Agreement,  the Company
may waive (or permit a subservicer  to waive) a prepayment  penalty only under
the  following  circumstances:  (i) such waiver is standard  and  customary in
servicing  similar Mortgage Loans and (ii) such waiver relates to a default or
a reasonably  foreseeable default and would, in the reasonable judgment of the
Company,  maximize recovery of total proceeds taking into account the value of
such prepayment penalty and the related Mortgage Loan.

Section 4.24      Use of Subservicers and Subcontractors.

      The Company  shall not hire or  otherwise  utilize  the  services of any
Subservicer  to  fulfill  any of the  obligations  of the  Company  under this
Agreement or any  Reconstitution  Agreement  unless the Company  complies with
the  provisions of paragraph  (a) of this Section 4.24.  The Company shall not
hire or  otherwise  utilize the services of any  Subcontractor,  and shall not
permit any  Subservicer  to hire or  otherwise  utilize  the  services  of any
Subcontractor,  to fulfill any of the  obligations  of the Company  under this
Agreement or any  Reconstitution  Agreement  unless the Company  complies with
the provisions of paragraph (b) of this Section 4.24.

      (a)   It shall not be  necessary  for the Company to seek the consent of
      the Purchaser,  any Master  Servicer or any Depositor to the utilization
      of any  Subservicer.  The Company  shall cause any  Subservicer  used by
      the Company  (or by any  Subservicer)  for the benefit of the  Purchaser
      and any  Depositor  to comply with the  provisions  of this Section 4.24
      and  with  Sections  6.04,   6.06,   6.07,   9.01(d)(iii),   9.01(d)(v),
      9.01(d)(vi),  9.01(d)(vii).  9.01(d)(viii) and 9.01(e) of this Agreement
      to the same  extent  as if such  Subservicer  were the  Company,  and to
      provide the information  required with respect to such Subservicer under
      Section   9.01(d)(iv)   of  this   Agreement.   The  Company   shall  be
      responsible  for obtaining from each  Subservicer  and delivering to the
      Purchaser and any Depositor any servicer  compliance  statement required
      to  be  delivered  by  such  Subservicer  under  Section  6.04  and  any
      assessment of  compliance  and  attestation  required to be delivered by
      such Subservicer  under Section 6.06 and any  certification  required to
      be  delivered  to the Person  that will be  responsible  for signing the
      Sarbanes  Certification  under  Section 6.06 as and when  required to be
      delivered.

      (b)   It shall not be  necessary  for the Company to seek the consent of
      the Purchaser,  any Master  Servicer or any Depositor to the utilization
      of any  Subcontractor.  The Company shall promptly upon request  provide
      to the  Purchaser,  any  Master  Servicer  and  any  Depositor  (or  any
      designee  of  the  Depositor,   such  as  an  administrator)  a  written
      description (in form and substance  satisfactory to the Purchaser,  such
      Master  Servicer  and such  Depositor)  of the role and function of each
      Subcontractor  utilized  by the Company or any  Subservicer,  specifying
      (i) the  identity  of each such  Subcontractor,  (ii)  which (if any) of
      such  Subcontractors  are  "participating  in  the  servicing  function"
      within  the  meaning  of Item 1122 of  Regulation  AB,  and (iii)  which
      elements of the Servicing  Criteria will be addressed in  assessments of
      compliance provided by each Subcontractor  identified pursuant to clause
      (ii) of this paragraph.


                                       41
(page)

      As a condition to the utilization of any Subcontractor  determined to be
"participating  in the servicing  function" within the meaning of Item 1122 of
Regulation  AB, the  Company  shall cause any such  Subcontractor  used by the
Company  (or by any  Subservicer)  for the  benefit of the  Purchaser  and any
Depositor to comply with the provisions of Sections 6.06,  6.07 and 9.01(e) of
this Agreement to the same extent as if such  Subcontractor  were the Company.
The Company shall be  responsible  for obtaining from each  Subcontractor  and
delivering to the  Purchaser  and any  Depositor any  assessment of compliance
and  attestation  and other  certifications  required to be  delivered by such
Subcontractor  under  Section  6.06,  in each case as and when  required to be
delivered.

                                  ARTICLE V

                            PAYMENTS TO PURCHASER

Section 5.01      Remittances.

      On each  Remittance  Date the Company  shall  remit by wire  transfer of
immediately  available funds to the Purchaser (a) all amounts deposited in the
Custodial Account as of the close of business on the  Determination  Date (net
of charges  against or  withdrawals  from the  Custodial  Account  pursuant to
Section  4.05),  plus (b) all amounts,  if any, which the Company is obligated
to distribute pursuant to Section 5.03, minus (c) any amounts  attributable to
Principal  Prepayments  received  after the  applicable  Principal  Prepayment
Period  which  amounts  shall be remitted on the  following  Remittance  Date,
together  with  any  additional  interest  required  to be  deposited  in  the
Custodial  Account in connection with such Principal  Prepayment in accordance
with  Section  4.04(viii);  minus  (d) any  amounts  attributable  to  Monthly
Payments  collected but due on a Due Date or Dates subsequent to the first day
of the month of the Remittance  Date,  and minus (e) any amounts  attributable
to Buydown Funds being held in the Custodial  Account,  which amounts shall be
remitted  on the  Remittance  Date next  succeeding  the Due  Period  for such
amounts.

      With respect to any remittance  received by the Purchaser after the date
on which  such  payment  was  due,  the  Company  shall  pay to the  Purchaser
interest  on any such late  payment at an annual rate equal to the Prime Rate,
adjusted as of the date of each change,  plus two percentage points, but in no
event  greater than the maximum  amount  permitted  by  applicable  law.  Such
interest  shall be distributed  with such late  remittance by wire transfer to
the  Purchaser  and shall cover the period  commencing  with the day following
such  Remittance  Date and ending with the  Business Day on which such payment
is made,  both  inclusive.  The  payment by the  Company of any such  interest
shall not be deemed an  extension of time for payment or a waiver of any Event
of Default by the Company.

Section 5.02      Statements to Purchaser.


                                       42
(page)

      Not later than the  Remittance  Date,  the Company  shall furnish to the
Purchaser  a monthly  remittance  advice in the  standard  form of  electronic
Alltel(R) file, as to the period ending on the last day of the preceding month.

Section 5.03      Monthly Advances by Company.

      On the Business Day  immediately  preceding  each  Remittance  Date, the
Company  shall  deposit in the  Custodial  Account  from its own funds or from
amounts held for future  distribution an amount equal to all Monthly  Payments
(with interest  adjusted to the Mortgage Loan Remittance  Rate) which were due
on the  Mortgage  Loans  during  the  applicable  Due  Period  and which  were
delinquent   at  the  close  of   business   on  the   immediately   preceding
Determination  Date or which  were  deferred  pursuant  to Section  4.01.  Any
amounts  held for future  distribution  and so used shall be  replaced  by the
Company  by  deposit  in  the  Custodial  Account  on  or  before  any  future
Remittance  Date if funds in the  Custodial  Account on such  Remittance  Date
shall be less  than  payments  to the  Purchaser  required  to be made on such
Remittance  Date.  The Company's  obligation to make such Monthly  Advances as
to any Mortgage Loan will continue  through the last Monthly Payment due prior
to the payment in full of the  Mortgage  Loan,  or through the earlier of: (i)
the last Remittance Date prior to the Remittance Date for the  distribution of
all  Liquidation   Proceeds  and  other  payments  or  recoveries   (including
Insurance  Proceeds and  Condemnation  Proceeds)  with respect to the Mortgage
Loan;  and (ii) the  Remittance  Date prior to the date the  Mortgage  Loan is
converted to REO Property,  provided however,  that if requested in connection
with a  securitization,  the Company  shall be obligated to make such advances
through  the  Remittance  Date prior to the date on which cash is  received in
connection with the liquidation of REO Property;  provided, however, that such
obligation  shall  cease if the  Company  determines,  in its sole  reasonable
opinion,  that advances with respect to such Mortgage Loan are non-recoverable
by the Company from Liquidation  Proceeds,  Insurance  Proceeds,  Condemnation
Proceeds,  or otherwise  with respect to a particular  Mortgage  Loan.  In the
event that the Company determines that any such advances are  non-recoverable,
the Company  shall  provide the  Purchaser  with a  certificate  signed by two
officers of the Company evidencing such  determination.  The Company shall not
have an  obligation to advance  amounts in respect to  shortfalls  relating to
the Servicemembers Civil Relief Act or similar state and local laws.

                                  ARTICLE VI

                         GENERAL SERVICING PROCEDURES

Section 6.01      Transfers of Mortgaged Property.

      The  Company  shall use its best  efforts to enforce  any  "due-on-sale"
provision  contained in any Mortgage or Mortgage  Note and to deny  assumption
by the person to whom the  Mortgaged  Property has been or is about to be sold
whether by absolute  conveyance or by contract of sale, and whether or not the
Mortgagor  remains  liable on the  Mortgage and the  Mortgage  Note.  When the
Mortgaged  Property has been conveyed by the Mortgagor,  the Company shall, to
the  extent  it has  knowledge  of such  conveyance,  exercise  its  rights to
accelerate the maturity of such Mortgage Loan under the  "due-on-sale"  clause
applicable  thereto,  provided,  however,  that the Company shall not exercise
such  rights if  prohibited  by law from doing so or if the  exercise  of such
rights would  impair or threaten to impair any recovery  under the related PMI
Policy, MIC or LGC.


                                       43
(page)

      If the Company reasonably  believes it is unable under applicable law to
enforce  such  "due-on-sale"  clause,  the  Company  shall  enter  into (i) an
assumption  and  modification  agreement with the person to whom such property
has been  conveyed,  pursuant to which such person  becomes  liable  under the
Mortgage Note and the original  Mortgagor  remains  liable  thereon or (ii) in
the event the  Company is unable  under  applicable  law to  require  that the
original  Mortgagor  remain liable under the Mortgage Note and the Company has
the prior consent of the primary mortgage guaranty insurer,  a substitution of
liability  agreement with the purchaser of the Mortgaged  Property pursuant to
which the original  Mortgagor is released from  liability and the purchaser of
the Mortgaged  Property is  substituted  as Mortgagor and becomes liable under
the  Mortgage  Note.  If an  assumption  fee is  collected  by the Company for
entering into an assumption  agreement the fee will be retained by the Company
as  additional   servicing   compensation.   In   connection   with  any  such
assumption,  neither the Mortgage  Interest Rate borne by the related Mortgage
Note, the term of the Mortgage Loan, the outstanding  principal  amount of the
Mortgage  Loan  nor  any  other  material  terms  shall  be  changed   without
Purchaser's consent.

      To the extent that any Mortgage  Loan is  assumable,  the Company  shall
inquire diligently into the credit worthiness of the proposed transferee,  and
shall use the  underwriting  criteria for approving the credit of the proposed
transferee  which are used with respect to underwriting  mortgage loans of the
same type as the  Mortgage  Loan.  If the credit  worthiness  of the  proposed
transferee does not meet such underwriting  criteria,  the Company  diligently
shall,  to the extent  permitted by the  Mortgage or the Mortgage  Note and by
applicable law, accelerate the maturity of the Mortgage Loan.

Section 6.02      Satisfaction of Mortgages and Release of Mortgage Files.

      Upon the payment in full of any Mortgage  Loan, the Company shall notify
the  Purchaser in the Monthly  Remittance  Advice as provided in Section 5.02,
and may request the release of any Mortgage Loan Documents.

      If the Company  satisfies  or releases a Mortgage  without  first having
obtained  payment in full of the  indebtedness  secured by the Mortgage (other
than as a result of a modification of the Mortgage  pursuant to the terms this
Agreement or  liquidation of the Mortgaged  Property  pursuant to the terms of
this  Agreement)  or should the  Company  otherwise  prejudice  any rights the
Purchaser may have under the mortgage instruments,  upon written demand of the
Purchaser,  the Company  shall  repurchase  the related  Mortgage  Loan at the
Repurchase  Price  by  deposit  thereof  in the  Custodial  Account  within  2
Business  Days of receipt of such demand by the  Purchaser.  The Company shall
maintain  the  Fidelity  Bond and Errors  and  Omissions  Insurance  Policy as
provided  for in Section  4.12  insuring  the Company  against any loss it may
sustain with respect to any Mortgage  Loan not  satisfied in  accordance  with
the procedures set forth herein.

Section 6.03      Servicing Compensation.


                                       44
(page)

      As  compensation  for its  services  hereunder,  the  Company  shall  be
entitled to withdraw  from the  Custodial  Account or to retain from  interest
payments  on  the  Mortgage  Loans  the  amount  of  its  Servicing  Fee.  The
Servicing  Fee shall be payable  monthly and shall be computed on the basis of
the same  unpaid  principal  balance and for the period  respecting  which any
related  interest  payment on a Mortgage Loan is received.  The  obligation of
the  Purchaser  to pay the  Servicing  Fee is limited to, and  payable  solely
from, the interest portion of such Monthly  Payments.  The Servicing Fee shall
not be reduced by the amount of any guaranty fee payable to FHA or VA.

      Additional  servicing  compensation  in the form of assumption  fees, to
the extent  provided  in  Section  6.01,  and late  payment  charges  shall be
retained by the  Company to the extent not  required  to be  deposited  in the
Custodial  Account.  The  Company  shall  be  required  to  pay  all  expenses
incurred by it in  connection  with its  servicing  activities  hereunder  and
shall  not  be  entitled  to  reimbursement  thereof  except  as  specifically
provided for herein.

Section 6.04      Annual Statement as to Compliance.

      On or before March 1st of each calendar  year,  commencing in 2007,  the
Company shall deliver to the Purchaser,  any Master Servicer and any Depositor
a statement of compliance  addressed to the  Purchaser,  such Master  Servicer
and such Depositor and signed by an authorized officer of the Company,  to the
effect that (a) a review of the Company's  activities  during the  immediately
preceding   calendar  year  (or  applicable   portion   thereof)  and  of  its
performance under this Agreement and any applicable  Reconstitution  Agreement
during such period has been made under such officer's supervision,  and (b) to
the best of such officers'  knowledge,  based on such review,  the Company has
fulfilled  all of its  obligations  under this  Agreement  and any  applicable
Reconstitution  Agreement in all material  respects  throughout  such calendar
year (or  applicable  portion  thereof)  or, if there  has been a  failure  to
fulfill any such obligation in any material respect,  specifically identifying
each such failure known to such officer and the nature and the status thereof.

Section 6.05      Annual Independent Public Accountants' Servicing Report.

      Except  with  respect to any  Mortgage  Loans that are the  subject of a
Securitization  Transaction,  on or before  March 1st of each  calendar  year,
commencing  in  2007,  the  Company,  at its  expense,  shall  cause a firm of
independent  public accountants which is a member of the American Institute of
Certified  Public  Accountants to furnish a statement to each Purchaser to the
effect that such firm has examined  certain  documents and records relating to
the  servicing of the mortgage  loans  similar in nature and that such firm is
of the opinion that the  provisions  of this or similar  Agreements  have been
complied  with,  and  that,  on  the  basis  of  such  examination   conducted
substantially  in compliance with the Uniform Single  Attestation  Program for
Mortgage  Bankers,  nothing has come to their  attention  which would indicate
that such  servicing has not been  conducted in compliance  therewith,  except
for (i) such exceptions as such firm shall believe to be immaterial,  and (ii)
such other  exceptions as shall be set forth in such  statement.  By providing
Purchaser a copy of a Uniform  Single  Attestation  Program  Report from their
independent  public  accountant's  on  an  annual  basis,   Company  shall  be
considered to have fulfilled its obligations under this Section 6.05.


                                       45
(page)

Section 6.06      Report on Assessment of Compliance and Attestation.

      With  respect  to  any  Mortgage   Loans  that  are  the  subject  of  a
Securitization  Transaction,  on or before  March 1st of each  calendar  year,
commencing in 2007, the Company shall:

      (i)   deliver to the Purchaser,  any Master Servicer and any Depositor a
            report  (in  form and  substance  reasonably  satisfactory  to the
            Purchaser,  such Master Servicer and such Depositor) regarding the
            Company's  assessment  of compliance  with the Servicing  Criteria
            during the immediately  preceding calendar year, as required under
            Rules  13a-18  and  15d-18  of the  Exchange  Act and Item 1122 of
            Regulation  AB. Such report shall be  addressed to the  Purchaser,
            any  Master   Servicer  and  such   Depositor  and  signed  by  an
            authorized  officer of the Company and shall  address  each of the
            "Applicable  Servicing Criteria" specified on Exhibit E hereto (or
            those  Servicing  Criteria  otherwise  mutually  agreed  to by the
            Purchaser,  the Company  and any Person  that will be  responsible
            for  signing  any  Sarbanes   Certification   with  respect  to  a
            Securitization     Transaction    in    response    to    evolving
            interpretations of Regulation AB);

      (ii)  deliver to the Purchaser,  any Master Servicer and any Depositor a
            report  of  a  registered   public   accounting   firm  reasonably
            acceptable  to  the  Purchaser,   any  Master  Servicer  and  such
            Depositor  that  attests  to, and reports  on, the  assessment  of
            compliance  made by the  Company  and  delivered  pursuant  to the
            preceding  paragraph.  Such  attestation  shall  be in  accordance
            with Rules  1-02(a)(3)  and  2-02(g) of  Regulation  S-X under the
            Securities Act and the Exchange Act;

      (iii) cause each Subservicer and each  Subcontractor,  determined by the
            Company  pursuant to Section  425(b) to be  "participating  in the
            servicing  function" within the meaning of Item 1122 of Regulation
            AB, to deliver to the Purchaser  and such  Depositor an assessment
            of compliance  and  accountants'  attestation as and when provided
            in this Section 6.06; and

      (iv)  deliver,   and  cause  each  Subservicer  and  each  Subcontractor
            described in clause (iii) to deliver to the Purchaser,  any Master
            Servicer  any   Depositor  and  any  other  Person  that  will  be
            responsible   for   signing   the   certification   (a   "Sarbanes
            Certification")  required by Rules  13a-14(d) and 15d-14(d)  under
            the  Exchange Act  (pursuant to Section 302 of the  Sarbanes-Oxley
            Act of 2002) on behalf of an  asset-backed  issuer with respect to
            a  Securitization  Transaction  a  certification,  signed  by  the
            appropriate  officer of the Company,  in the form attached  hereto
            as Exhibit F.

      The  Company  acknowledges  that the parties  identified  in clause (iv)
above may rely on the  certification  provided by the Company pursuant to such
clause  in  signing  a  Sarbanes   Certification  and  filing  such  with  the
Commission.  Neither the Purchaser nor any Depositor will request  delivery of
a  certification  under clause (iv) above unless a Depositor is required under
the  Exchange  Act to file an annual  report on Form 10-K with  respect  to an
issuing entity whose asset pool includes Mortgage Loans.


                                       46
(page)

      Each  assessment  of compliance  provided by a  Subservicer  pursuant to
Section  6.06(i)  shall  address  each  of the  Servicing  Criteria  specified
substantially  in the form of Exhibit E hereto  delivered to the  Purchaser at
the time of any  Securitization  Transaction  or, in the case of a Subservicer
subsequently  appointed as such, on or prior to the date of such  appointment.
An assessment of compliance  provided by a  Subcontractor  pursuant to Section
6.06(iii)  need not address any elements of the Servicing  Criteria other than
those specified by the Company pursuant to Section 4.24.

Section 6.07      Remedies.

      (i)   Any failure by the Company, any Subservicer,  any Subcontractor or
any Third-Party Originator to deliver any information,  report, certification,
accountants'  letter or other  material when and as required under Article IX,
Section 4.24,  Section 6.04 or Section 6.06, or any breach by the Company of a
representation  or  warranty  set  forth in  Section  9.01(d)(iv)(A),  or in a
writing  furnished  pursuant to Section  9.01(d)(iv)(B)  and made as of a date
prior to the closing date of the related  Securitization  Transaction,  to the
extent that such breach is not cured by such  closing  date,  or any breach by
the Company of a representation  or warranty in a writing  furnished  pursuant
to Section  9.01(d)(iv)(B)  to the extent made as of a date subsequent to such
closing date,  shall,  except as provided in sub-clause  (ii) of this Section,
immediately and automatically,  without notice or grace period,  constitute an
Event of Default  with  respect to the Company  under this  Agreement  and any
applicable  Reconstitution  Agreement,  and shall entitle the Purchaser or any
Depositor,  as applicable,  in its sole discretion to terminate the rights and
obligations  of the  Company  as  servicer  under  this  Agreement  and/or any
applicable  Reconstitution Agreement without payment (notwithstanding anything
in this Agreement or any applicable  Reconstitution Agreement to the contrary)
of any  compensation  to the Company  (and, if the Company is servicing any of
the  Mortgage  Loans in a  Securitization  Transaction,  appoint  a  successor
servicer reasonably  acceptable to any Master Servicer for such Securitization
Transaction);  provided  that  to  the  extent  than  any  provision  of  this
Agreement and/or any applicable  Reconstitution  Agreement  expressly provides
for the survival of certain  rights or  obligations  following  termination of
the Company as servicer, such provision shall be given effect.

      (ii)  Any failure by the Company,  any Subservicer or any  Subcontractor
to deliver any information,  report, certification or accountants' letter when
and as required  under Section 6.04 or Section 6.06,  including any failure by
the  Company to  identify  any  Subcontract  "participating  in the  servicing
function"  within the meaning of Item 1122 of Regulation  AB, which  continues
unremedied   for  ten  (10)  calendar  days  after  the  date  on  which  such
information,  report,  certification or accountants' letter was required to be
delivered  shall  constitute  an Event of Default  with respect to the Company
under this Agreement and any applicable  Reconstitution  Agreement,  and shall
entitle the Purchaser,  any Master  Servicer or any Depositor,  as applicable,
in its sole  discretion to terminate the rights and obligations of the Company
under this Agreement and/or any applicable  Reconstitution  Agreement  without
payment  (notwithstanding  anything in this  Agreement to the contrary) of any
compensation  to the Company;  provided  that to the extent that any provision
of this Agreement  and/or any applicable  Reconstitution  Agreement  expressly
provides  for  the  survival  of  certain  rights  or  obligations   following
termination of the Company as servicer, such provision shall be given effect.


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      Neither the Purchaser  nor any Depositor  shall be entitled to terminate
the rights and  obligations of the Company  pursuant to this Section  6.07(ii)
if a failure of the Company to identify a Subcontractor  "participating in the
servicing  function"  within  the  meaning of Item 1122 of  Regulation  AB was
attributable  solely  to the  role or  functions  of such  Subcontractor  with
respect to mortgage loans other than the Mortgage Loans.

      (iii) The  Company  shall  promptly  reimburse  the  Purchaser  (or  any
designee  of the  Purchaser),  any  Master  Servicer  and  any  Depositor,  as
applicable,  for all  reasonable  expenses  incurred by the Purchaser (or such
designee) or such  Depositor,  as such are incurred,  in  connection  with the
termination  of the Company as servicer  and the  transfer of servicing of the
Mortgage  Loans to a successor  servicer.  The  provisions  of this  paragraph
shall not limit whatever  rights the Purchaser or any Depositor may have under
other  provisions  of this  Agreement  and/or  any  applicable  Reconstitution
Agreement  or  otherwise,  whether in equity or at law,  such as an action for
damages, specific performance or injunctive relief.

Section 6.08      Right to Examine Company Records.

      The  Purchaser,  or its  designee,  shall have the right to examine  and
audit any and all of the books,  records, or other information of the Company,
whether  held by the Company or by another on its behalf,  with  respect to or
concerning this Agreement or the Mortgage  Loans,  during business hours or at
such other times as may be reasonable  under  applicable  circumstances,  upon
reasonable  advance  notice.  The Purchaser  shall pay its own travel expenses
associated with such examination.

Section 6.09 Compliance with REMIC.

      Notwithstanding  anything in this Agreement to the contrary, the Company
(a) shall not permit any  modification  with respect to any Mortgage Loan that
would  change  the  Mortgage  Interest  Rate and (b)  shall  not  (unless  the
Mortgagor is in default with respect to the Mortgage  Loan or such default is,
in the judgment of the  Company,  reasonably  foreseeable)  make or permit any
modification,  waiver or amendment of any term of any Mortgage Loan that would
both effect an exchange or  reissuance  of such  Mortgage  Loan under  Section
1001 of the Code (or Treasury regulations promulgated thereunder).

      Prior to taking any action with respect to the  Mortgage  Loans which is
not  contemplated  under the terms of this Agreement,  the Company will obtain
an Opinion of Counsel  reasonably  acceptable to the Securities  Administrator
with a copy to the Trustee  with  respect to whether  such action could result
in the  imposition of a tax upon the REMIC  (including  but not limited to the
tax on prohibited  transactions  as defined in Section  860F(a)(2) of the Code
and the tax on  contributions  to a REMIC set forth in Section  860G(d) of the
Code) (either such event,  an "Adverse  REMIC  Event"),  and the Company shall
not take any such  action or cause the Trust  Fund to take any such  action as
to which it has been advised that an Adverse REMIC Event could occur.


                                       48
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      The Company  shall not permit the  creation of any  "interests"  (within
the meaning of Section 860G of the Code) in the REMIC.  The Company  shall not
enter  into any  arrangement  by which the REMIC  will  receive a fee or other
compensation  for  services  nor permit the REMIC to receive  any income  from
assets other than  "qualified  mortgages" as defined in Section  860G(a)(3) of
the Code or "permitted  investments"  as defined in Section  860G(a)(5) of the
Code."

                                 ARTICLE VII

                             COMPANY TO COOPERATE

Section 7.01      Provision of Information.

      During the term of this  Agreement,  the  Company  shall  furnish to the
Purchaser such periodic, special, or other reports or information,  and copies
or  originals  of any  documents  contained  in the  Servicing  File  for each
Mortgage Loan provided for herein.  All other special  reports or  information
not  provided for herein as shall be  necessary,  reasonable,  or  appropriate
with  respect to the  Purchaser or any  regulatory  agency will be provided at
the Purchaser's expense.  All such reports,  documents or information shall be
provided by and in accordance with all reasonable  instructions and directions
which the Purchaser may give.

      The Company shall execute and deliver all such  instruments and take all
such action as the  Purchaser  may  reasonably  request from time to time,  in
order to effectuate the purposes and to carry out the terms of this Agreement.

Section 7.02      Financial Statements; Servicing Facility.

      In connection with marketing the Mortgage Loans,  the Purchaser may make
available to a prospective  Purchaser a  Consolidated  Statement of Operations
of the Company for the most recently  completed two (2) fiscal years for which
such a  statement  is  available,  as  well  as a  Consolidated  Statement  of
Condition  at the  end of the  last  two  (2)  fiscal  years  covered  by such
Consolidated  Statement of  Operations.  The Company also shall make available
any comparable  interim statements to the extent any such statements have been
prepared by or on behalf of the Company  (and are  available  upon  request to
members or stockholders of the Company or to the public at large).

      The  Company  also shall make  available  to  Purchaser  or  prospective
Purchaser a knowledgeable  financial or accounting  officer for the purpose of
answering questions  respecting recent  developments  affecting the Company or
the  financial  statements  of the  Company,  and to  permit  any  prospective
Purchaser to inspect the  Company's  servicing  facilities  for the purpose of
satisfying  such  prospective  Purchaser  that the  Company has the ability to
service the Mortgage Loans as provided in this Agreement.


                                       49
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                                 ARTICLE VIII

                                 THE COMPANY

Section 8.01      Indemnification; Third Party Claims.

      The Company shall  indemnify the Purchaser and hold it harmless  against
any  and  all  claims,  losses,  damages,   penalties,   fines,   forfeitures,
reasonable  and necessary  legal fees and related  costs,  judgments,  and any
other  costs,  fees and  expenses  that the  Purchaser  may sustain in any way
related to the  failure of the  Company to perform  its duties and service the
Mortgage  Loans in strict  compliance  with the terms of this  Agreement.  The
Company  immediately  shall notify the Purchaser if a claim is made by a third
party with respect to this Agreement or the Mortgage  Loans,  assume (with the
prior written  consent of the Purchaser) the defense of any such claim and pay
all expenses in connection  therewith,  including  counsel fees,  and promptly
pay,  discharge  and  satisfy  any  judgment  or decree  which may be  entered
against it or the  Purchaser  in  respect of such  claim.  The  Company  shall
follow any written  instructions  received  from the  Purchaser in  connection
with such claim.  The Purchaser  promptly shall  reimburse the Company for all
amounts  advanced  by it pursuant to the  preceding  sentence  except when the
claim is in any way  related  to the  Company's  indemnification  pursuant  to
Section  3.03,  or the failure of the Company to service  and  administer  the
Mortgage Loans in strict compliance with the terms of this Agreement.

Section 8.02      Merger or Consolidation of the Company.

      The  Company  shall  keep in  full  effect  its  existence,  rights  and
franchises and shall obtain and preserve its  qualification  to do business in
each  jurisdiction  in which such  qualification  is or shall be  necessary to
protect  the  validity  and  enforceability  of this  Agreement  or any of the
Mortgage Loans and to perform its duties under this Agreement.

      Any person into which the Company may be merged or consolidated,  or any
corporation  resulting from any merger,  conversion or  consolidation to which
the Company shall be a party, or any Person  succeeding to the business of the
Company,  shall  be  the  successor  of the  Company  hereunder,  without  the
execution  or filing of any paper or any further act on the part of any of the
parties  hereto,  anything herein to the contrary  notwithstanding,  provided,
however,  that the successor or surviving Person shall be an institution which
is a HUD/VA-approved company in good standing.  Furthermore,  in the event the
Company  transfers or otherwise  disposes of all or  substantially  all of its
assets to an  affiliate  of the  Company,  such  affiliate  shall  satisfy the
condition  above,  and shall also be fully liable to the  Purchaser for all of
the Company's obligations and liabilities hereunder.

Section 8.03      Limitation on Liability of Company and Others.

      Neither the Company nor any of the  directors,  officers,  employees  or
agents of the Company  shall be under any  liability to the  Purchaser for any
action  taken or for  refraining  from the  taking of any action in good faith
pursuant to this  Agreement,  or for errors in  judgment,  provided,  however,
that this  provision  shall not protect the Company or any such person against
any  breach of  warranties  or  representations  made  herein,  or  failure to
perform its  obligations  in strict  compliance  with any standard of care set
forth in this  Agreement  or any other  liability  which  would  otherwise  be
imposed  under  this  Agreement.  The  Company  and  any  director,   officer,
employee  or agent of the  Company  may rely in good faith on any  document of
any kind prima facie properly  executed and submitted by any Person respecting
any matters arising  hereunder.  The Company shall not be under any obligation
to appear in,  prosecute or defend any legal action which is not incidental to
its duties to service the Mortgage  Loans in  accordance  with this  Agreement
and  which  in its  opinion  may  involve  it in  any  expense  or  liability,
provided,  however,  that the Company may, with the consent of the  Purchaser,
undertake any such action which it may deem  necessary or desirable in respect
to this  Agreement  and the rights and duties of the parties  hereto.  In such
event,  the Company shall be entitled to  reimbursement  from the Purchaser of
the reasonable legal expenses and costs of such action.


                                       50
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Section 8.04      Limitation on Resignation and Assignment by Company.

      The  Purchaser  has  entered  into this  Agreement  with the Company and
subsequent  purchaser  will  purchase the Mortgage  Loans in reliance upon the
independent status of the Company,  and the representations as to the adequacy
of its servicing facilities,  plant,  personnel,  records and procedures,  its
integrity,  reputation and financial  standing,  and the continuance  thereof.
Therefore,  the Company shall neither  assign this  Agreement or the servicing
rights  hereunder  or sell or  otherwise  dispose  of all of its  property  or
assets  without the prior  written  consent of the  Purchaser,  which  consent
shall not be unreasonably withheld.

      The Company  shall not resign  from the  obligations  and duties  hereby
imposed on it except by mutual  consent of the  Company and the  Purchaser  or
upon the  determination  that its duties  hereunder are no longer  permissible
under applicable law and such incapacity  cannot be cured by the Company.  Any
such  determination  permitting  the  resignation  of  the  Company  shall  be
evidenced by an Opinion of Counsel to such effect  delivered to the  Purchaser
which  Opinion of Counsel  shall be in form and  substance  acceptable  to the
Purchaser.  No such  resignation  shall  become  effective  until a  successor
shall have assumed the Company's  responsibilities  and obligations  hereunder
in the manner provided in Section 12.01.

      Without in any way limiting the  generality of this Section 8.04, in the
event that the Company  either  shall assign this  Agreement or the  servicing
responsibilities   hereunder   or  sell  or   otherwise   dispose  of  all  or
substantially  all of its  property  or  assets,  without  the  prior  written
consent  of the  Purchaser,  then  the  Purchaser  shall  have  the  right  to
terminate  this  Agreement  upon notice  given as set forth in Section  10.01,
without  any  payment of any  penalty or damages  and  without  any  liability
whatsoever to the Company or any third party.

                                  ARTICLE IX

                          SECURITIZATION TRANSACTION

Section 9.01      Securitization Transactions; Whole Loan Transfers and
                  Agency Transfers

      The  Purchaser and the Company agree that with respect to some or all of
the Mortgage Loans, the Purchaser,  at its sole option,  may effect Whole Loan
Transfers, Agency Sales or Securitization Transactions,  retaining the Company
as the Servicer  thereof or subservicer if a master  servicer is employed,  or
as applicable the  "seller/servicer." On the Reconstitution Date, the Mortgage
Loans  transferred  may  cease  to be  covered  by this  Agreement;  provided,
however,  that,  in the event that any Mortgage Loan  transferred  pursuant to
this Section 9.01 is rejected by the  transferee,  the Company shall  continue
to  service  such  rejected  Mortgage  Loan  on  behalf  of the  Purchaser  in
accordance with the terms and provisions of this Agreement.


                                       51
(page)

The Company shall  cooperate with the Purchaser in connection  with each Whole
Loan Transfer,  Agency Sale or  Securitization  Transaction in accordance with
this Section 9.01.  In connection therewith:

      (a)   the Company shall make all  representations  and  warranties  with
            respect  to the  Mortgage  Loans as of the  Closing  Date and with
            respect  to the  Company  itself  as of the  closing  date of each
            Whole Loan Transfer, Agency Sale or Securitization Transaction;

      (b)   the  Company  shall  negotiate  in  good  faith  and  execute  any
            seller/servicer  agreements  or pooling and  servicing  agreements
            required to  effectuate  the foregoing  provided  such  agreements
            create no greater  obligation  or cost on the part of the  Company
            than otherwise set forth in this Agreement;

      (c)   the  Company  shall  provide  such   additional   representations,
            warranties,  covenants,  opinions of counsel,  or  certificates of
            officers of the Company as are  reasonably  believed  necessary by
            the trustee,  any Rating Agency or the Purchaser,  as the case may
            be, in connection with such Whole Loan Transfers,  Agency Sales or
            Securitization  Transactions.  The  Purchaser  shall pay all third
            party costs  associated with the preparation of such  information.
            The Company shall execute any seller/servicer  agreements required
            within  a  reasonable   period  of  time  after  receipt  of  such
            seller/servicer  agreements which time shall be sufficient for the
            Company  and  Company's  counsel  to review  such  seller/servicer
            agreements.  Under this  Agreement,  the  Company  shall  retain a
            Servicing Fee for each Mortgage Loan at the Servicing Fee Rate;

      (d)   in connection  with any  Securitization  Transaction,  the Company
            shall (1) within five (5) Business Days  following  request by the
            Purchaser  or any  Depositor,  provide to the  Purchaser  and such
            Depositor (or, as applicable,  cause each  Third-Party  Originator
            and each  Subservicer  to  provide),  in  writing  and in form and
            substance  reasonably  satisfactory  to  the  Purchaser  and  such
            Depositor,  the information and materials  specified in paragraphs
            (i), (ii),  (iii) (vii) and (viii) of this subsection (d), and (2)
            as promptly as  practicable  following  notice to or  discovery by
            the  Company,  provide  to the  Purchaser  and any  Depositor  (in
            writing and in form and substance  reasonably  satisfactory to the
            Purchaser  and  such  Depositor)  the  information   specified  in
            paragraph (iv) of this subsection (d).

            (i)   if so  requested  by the  Purchaser  or any  Depositor,  the
                  Company  shall  provide such  information  regarding (1) the
                  Company,  as originator of the Mortgage Loans  (including as
                  an   acquirer   of   Mortgage   Loans   from   a   Qualified
                  Correspondent),  or (2) each Third-Party Originator, and (3)
                  as  applicable,  each  Subservicer,  as is requested for the
                  purpose of compliance  with Items  1103(a)(1),  1105,  1110,
                  1117 and  1119 of  Regulation  AB.  Such  information  shall
                  include, at a minimum:


                                       52
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                  (A)   the originator's form of organization;

                  (B)   a description of the originator's  origination program
                        and how  long  the  originator  has  been  engaged  in
                        originating    residential   mortgage   loans,   which
                        description   shall   include  a  discussion   of  the
                        originator's  experience in originating mortgage loans
                        of a similar type as the Mortgage  Loans;  information
                        regarding   the   size   and    composition   of   the
                        originator's  origination  portfolio;  and information
                        that may be  material,  in the good faith  judgment of
                        the  Purchaser,  to an analysis of the  performance of
                        the  Mortgage   Loans,   including  the   originators'
                        credit-granting or underwriting  criteria for mortgage
                        loans of  similar  type(s) as the  Mortgage  Loans and
                        such  other   information  as  the  Purchaser  or  any
                        Depositor  may  reasonably  request for the purpose of
                        compliance with Item 1110(b)(2) of Regulation AB;

                  (C)   a description  of any material  legal or  governmental
                        proceedings  pending  (or  known  to be  contemplated)
                        against the Company,  each Third-Party  Originator and
                        each Subservicer; and

                  (D)   a description of any affiliation or  relationship  (of
                        a type  described  in  Item  1119  of  Regulation  AB)
                        between  the  Company,  each  Third-Party  Originator,
                        each  Subservicer and any of the following  parties to
                        a  Securitization  Transaction,  as such  parties  are
                        identified  to the  Company  by the  Purchaser  or any
                        Depositor  in writing  in advance of a  Securitization
                        Transaction:

                        (1)   the sponsor;
                        (2)   the depositor;
                        (3)   the issuing entity;
                        (4)   any servicer;
                        (5)   any trustee;
                        (6)   any originator;
                        (7)   any significant obligor;
                        (8)   any enhancement or support provider; and
                        (9)   any other material transaction party.


                                       53
(page)

            (ii)  If so  requested  by the  Purchaser  or any  Depositor,  the
                  Company  shall  provide  (or,  as  applicable,   cause  each
                  Third-Party  Originator to provide) Static Pool  Information
                  with  respect to the  mortgage  loans (of a similar  type as
                  the  Mortgage  Loans,   as  reasonably   identified  by  the
                  Purchaser as provided below)  originated by (1) the Company,
                  if  the  Company  is  an   originator   of  Mortgage   Loans
                  (including   as  an  acquirer  of  Mortgage   Loans  from  a
                  Qualified   Correspondent),   and/or  (2)  each  Third-Party
                  Originator.  Such Static Pool Information  shall be prepared
                  by the Company (or  Third-Party  Originator) on the basis of
                  its   reasonable,   good   faith   interpretation   of   the
                  requirements  of Item  1105(a)(1)-(3)  of Regulation  AB. To
                  the  extent  that  there  is  reasonably  available  to  the
                  Company (or Third-Party  Originator) Static Pool Information
                  with  respect  to more  than one  mortgage  loan  type,  the
                  Purchaser  or any  Depositor  shall be  entitled  to specify
                  whether  some or all of such  information  shall be provided
                  pursuant  to this  paragraph.  The  content  of such  Static
                  Pool Information may be in the form customarily  provided by
                  the Company,  and need not be  customized  for the Purchaser
                  or any  Depositor.  Such  Static Pool  Information  for each
                  vintage  origination  year or  prior  securitized  pool,  as
                  applicable,   shall  be  presented  in  increments  no  less
                  frequently  than  quarterly  over the  life of the  mortgage
                  loans  included  in the  vintage  origination  year or prior
                  securitized  pool. The most recent  periodic  increment must
                  be as of a date no later  than 135 days prior to the date of
                  the  prospectus  or other  offering  document  in which  the
                  Static Pool  Information  is to be included or  incorporated
                  by  reference.   The  Static  Pool   Information   shall  be
                  provided in an  electronic  format that provides a permanent
                  record  of the  information  provided,  such  as a  portable
                  document format (pdf) file, or other such electronic  format
                  reasonably  required by the Purchaser or the  Depositor,  as
                  applicable.

                  Promptly  following  notice or discovery of a material error
                  in  Static  Pool  Information   provided   pursuant  to  the
                  immediately  preceding  paragraph  (including an omission to
                  include   therein   information   required  to  be  provided
                  pursuant  to such  paragraph),  the  Company  shall  provide
                  corrected  Static Pool  Information  to the Purchaser or any
                  Depositor,  as  applicable,  in the  same  format  in  which
                  Static  Pool  Information  was  previously  provided to such
                  party by the Company.

                  If so  requested  by the  Purchaser  or any  Depositor,  the
                  Company  shall  provide  (or,  as  applicable,   cause  each
                  Third-Party  Originator  to provide),  at the expense of the
                  requesting   party  (to  the   extent   of  any   additional
                  incremental  expense  associated  with delivery  pursuant to
                  this Agreement),  such statements and agreed-upon procedures
                  letters   of   certified   public   accountants   reasonably
                  acceptable  to the Purchaser or  Depositor,  as  applicable,
                  pertaining  to Static  Pool  Information  relating  to prior
                  securitized  pools  for  securitizations  closed on or after
                  January 1, 2006 or, in the case of Static  Pool  Information
                  with respect to the  Company's or  Third-Party  Originator's
                  originations  or purchases,  to calendar  months  commencing
                  January 1, 2006,  as the Purchaser or such  Depositor  shall
                  reasonably  request.  Such  statements  and letters shall be
                  addressed  to and be for the benefit of such  parties as the
                  Purchaser  or such  Depositor  shall  designate,  which  may
                  include, by way of example,  any sponsor,  any Depositor and
                  any broker dealer acting as underwriter,  placement agent or
                  initial   purchaser   with   respect  to  a   Securitization
                  Transaction.  Any  such  statement  or  letter  may take the
                  form   of  a   standard,   generally   applicable   document
                  accompanied  by a reliance  letter  authorizing  reliance by
                  the   addressees   designated   by  the  Purchaser  or  such
                  Depositor.


                                       54
(page)

            (iii) If so  requested  by the  Purchaser  or any  Depositor,  the
                  Company  shall  provide  such   information   regarding  the
                  Company,  as  servicer  of  the  Mortgage  Loans,  and  each
                  Subservicer (each of the Company and each  Subservicer,  for
                  purposes of this paragraph,  a "Servicer"),  as is requested
                  for the  purpose of  compliance  with Items  1108,  1117 and
                  1119 of Regulation AB. Such information shall include,  at a
                  minimum:

                  (A)   the Servicer's form of organization;

                  (B)   a  description  of how  long  the  Servicer  has  been
                        servicing   residential   mortgage  loans;  a  general
                        discussion of the  Servicer's  experience in servicing
                        assets  of  any  type  as  well  as  a  more  detailed
                        discussion  of  the  Servicer's   experience  in,  and
                        procedures   for,  the  servicing   function  it  will
                        perform under this  Agreement  and any  Reconstitution
                        Agreements;    information    regarding    the   size,
                        composition and growth of the Servicer's  portfolio of
                        residential  mortgage  loans of a type  similar to the
                        Mortgage Loans and  information on factors  related to
                        the Servicer  that may be material,  in the good faith
                        judgment of the  Purchaser  or any  Depositor,  to any
                        analysis of the  servicing  of the  Mortgage  Loans or
                        the related  asset-backed  securities,  as applicable,
                        including, without limitation:

                         (1)  whether  any prior  securitizations  of mortgage
                              loans of a type  similar to the  Mortgage  Loans
                              involving   the  Servicer   have   defaulted  or
                              experienced  an  early   amortization  or  other
                              performance    triggering   event   because   of
                              servicing    during   the   three-year    period
                              immediately      preceding      the      related
                              Securitization Transaction;

                         (2)  the extent of outsourcing the Servicer utilizes;

                         (3)  whether  there has been  previous  disclosure of
                              material   noncompliance   with  the  applicable
                              servicing   criteria   with   respect  to  other
                              securitizations  of  residential  mortgage loans
                              involving the Servicer as a servicer  during the
                              three-year  period  immediately   preceding  the
                              related Securitization Transaction;


                                       55
(page)

                         (4)  whether  the  Servicer  has been  terminated  as
                              servicer   in  a   residential   mortgage   loan
                              securitization,   either  due  to  a   servicing
                              default  or  to   application   of  a  servicing
                              performance test or trigger; and

                         (5)  such other  information  as the Purchaser or any
                              Depositor   may   reasonably   request  for  the
                              purpose of  compliance  with Item  1108(b)(2) of
                              Regulation AB.

                  (C)   a  description  of any  material  changes  during  the
                        three-year  period  immediately  preceding the related
                        Securitization  Transaction to the Servicer's policies
                        or procedures  with respect to the servicing  function
                        it  will  perform   under  this   Agreement   and  any
                        Reconstitution  Agreements  for  mortgage  loans  of a
                        type similar to the Mortgage Loans;

                  (D)   information   regarding   the   Servicer's   financial
                        condition,  to the  extent  that  there is a  material
                        risk that an adverse  financial  event or circumstance
                        involving the Servicer  could have a material  adverse
                        effect  on  the  performance  by  the  Company  of its
                        servicing  obligations  under  this  Agreement  or any
                        Reconstitution Agreement;

                  (E)   information  regarding  advances  made by the Servicer
                        on the  Mortgage  Loans  and  the  Servicer's  overall
                        servicing portfolio of residential  mortgage loans for
                        the  three-year  period   immediately   preceding  the
                        related  Securitization  Transaction,   which  may  be
                        limited to a  statement  by an  authorized  officer of
                        the  Servicer to the effect that the Servicer has made
                        all  advances  required  to  be  made  on  residential
                        mortgage loans serviced by it during such period,  or,
                        if such statement  would not be accurate,  information
                        regarding  the  percentage  and type of  advances  not
                        made as required,  and the reasons for such failure to
                        advance;

                  (F)   a  description   of  the   Servicer's   processes  and
                        procedures  designed  to address any special or unique
                        factors  involved in servicing loans of a similar type
                        as the Mortgage Loans;

                  (G)   a  description   of  the   Servicer's   processes  for
                        handling  delinquencies,   losses,   bankruptcies  and
                        recoveries,  such as through  liquidation of mortgaged
                        properties,   sale  of  defaulted  mortgage  loans  or
                        workouts;

                  (H)   information   as  to  how  the  Servicer   defines  or
                        determines  delinquencies  and charge-offs,  including
                        the   effect   of   any   grace   period,    re-aging,
                        restructuring,  partial payments considered current or
                        other  practices with respect to delinquency  and loss
                        experience;


                                       56
(page)

                  (I)   a  description of any material  legal or  governmental
                        proceedings  pending  (or  known  to be  contemplated)
                        against the Servicer; and

                  (J)   a  description  of  any  affiliation  or  relationship
                        between the Servicer and any of the following  parties
                        to a Securitization  Transaction,  as such parties are
                        identified  to the  Servicer by the  Purchaser  or any
                        Depositor    in    writing    in   advance   of   such
                        Securitization Transaction:

                        (1)   the sponsor;
                        (2)   the depositor;
                        (3)   the issuing entity;
                        (4)   any servicer;
                        (5)   any trustee;
                        (6)   any originator;
                        (7)   any significant obligor;
                        (8)   any enhancement or support provider; and
                        (9)   any other material transaction party.

            (iv)  For the  purpose  of  satisfying  the  reporting  obligation
                  under  the  Exchange  Act  with  respect  to  any  class  of
                  asset-backed  securities,  the Company shall (or shall cause
                  each Subservicer and Third-Party  Originator to) (1) provide
                  prompt notice to the Purchaser,  any Master Servicer and any
                  Depositor  in  writing  of (A) any  material  litigation  or
                  governmental   proceedings   involving   the  Company,   any
                  Subservicer  or  any  Third-Party  Originator  and  (B)  any
                  affiliations  or  relationships  that develop  following the
                  closing  date of a  Securitization  Transaction  between the
                  Company,  any Subservicer or any Third-Party  Originator and
                  any of the parties specified in Section  9.01(d)(i)(D)  (and
                  any other parties  identified  in writing by the  requesting
                  party) with respect to such Securitization Transaction,  (C)
                  any Event of Default  under the terms of this  Agreement  or
                  any Reconstitution Agreement, (D) any merger,  consolidation
                  or sale of  substantially  all of the assets of the Company,
                  and  (E)  the  Company's  entry  into  an  agreement  with a
                  Subservicer  to perform or assist in the  performance of any
                  of the  Company's  obligations  under this  Agreement or any
                  Reconstitution  Agreement  and (2) provide to the  Purchaser
                  and  any  Depositor  a  description  of  such   proceedings,
                  affiliations or relationships.

            All notification pursuant to this Section 9.01(e)(iv),  other than
            those pursuant to Section 9.01(e)(iv)(A), should be sent to:


                                       57
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                        EMC Mortgage Corporation
                        2780 Lake Vista Drive
                        Lewisville, TX  75067-3884
                        Attention:  Conduit Seller Approval Dept.
                        Facsimile:  (214) 626-3751
                        Email:  sellerapproval@bear.com

                  With a copy to:

                        Bear, Stearns & Co. Inc.
                        383 Madison Avenue, 3rd Floor
                        New York, NY  10179
                        Attention:  Global Credit Administration
                        Facsmile:  (212) 272-6564

                  Notifications  pursuant to Section  9.01(e)(iv)(A) should be
                  sent to:

                        EMC Mortgage Corporation
                        Two Mac Arthur Ridge
                        909 Hidden Ridge Drive, Suite 200
                        Irving, TX  75038
                        Attention:   Associate   General   Counsel   for  Loan
                        Administration
                        Facsimile:  (972) 831-2555

                  With copies to:

                        Bear, Stearns & Co. Inc.
                        383 Madison Avenue, 3rd Floor
                        New York, NY  10179
                        Attention:  Global Credit Administration
                        Facsimile:  (212) 272-6564

                        EMC Mortgage Corporation
                        2780 Lake Vista Drive
                        Lewisville, TX  75067-3884
                        Attention:  Conduit Seller Approval Dept.
                        Facsimile:  (214) 626-3751
                        Email:  sellerapproval@bear.com

            (v)   As a  condition  to the  succession  to the  Company  or any
                  Subservicer as servicer or Subservicer  under this Agreement
                  or any  Reconstitution  Agreement  by any  Person  (i)  into
                  which  the  Company  or such  Subservicer  may be  merged or
                  consolidated,  or (ii) which may be appointed as a successor
                  to  the  Company  or  any  Subservicer,  the  Company  shall
                  provide  to the  Purchaser,  any  Master  Servicer  and  any
                  Depositor,  at least fifteen (15) calendar days prior to the
                  effective  date  of  such  succession  or  appointment,  (x)
                  written  notice to the  Purchaser  and any Depositor of such
                  succession  or  appointment  and (y) in writing  and in form
                  and substance  reasonably  satisfactory to the Purchaser and
                  such Depositor,  all information reasonably requested by the
                  Purchaser  or any  Depositor  in  order  to  comply  with is
                  reporting  obligation  under  Item  6.02  of Form  8-K  with
                  respect to any class of asset-backed securities.


                                       58
(page)

            (vi)  (A)   The  Company  shall  be  deemed  to  represent  to the
                        Purchaser,   to  any  Master   Servicer   and  to  any
                        Depositor,  as of the  date on  which  information  is
                        first provided to the Purchaser,  any Master  Servicer
                        or any  Depositor  under this  Section  9.01(d)  that,
                        except as disclosed in writing to the Purchaser,  such
                        Master  Servicer or such Depositor prior to such date:
                        (1) the  Company  is not  aware  and has not  received
                        notice that any default,  early  amortization or other
                        performance  triggering  event has  occurred as to any
                        other  securitization due to any act or failure to act
                        of  the   Company;   (2)  the  Company  has  not  been
                        terminated as servicer in a residential  mortgage loan
                        securitization,  either due to a servicing  default or
                        to  application  of a  servicing  performance  test or
                        trigger;  (3)  no  material   noncompliance  with  the
                        applicable  servicing  criteria  with respect to other
                        securitizations   of   residential    mortgage   loans
                        involving  the Company as servicer has been  disclosed
                        or reported by the  Company;  (4) no material  changes
                        to the Company's  policies or procedures  with respect
                        to the  servicing  function it will perform under this
                        Agreement   and  any   Reconstitution   Agreement  for
                        mortgage  loans  of a type  similar  to  the  Mortgage
                        Loans  have  occurred  during  the  three-year  period
                        immediately   preceding  the  related   Securitization
                        Transaction;   (5)  there  are  no   aspects   of  the
                        Company's   financial  condition  that  could  have  a
                        material  adverse  effect  on the  performance  by the
                        Company  of  its  servicing   obligations  under  this
                        Agreement or any Reconstitution  Agreement;  (6) there
                        are no  material  legal  or  governmental  proceedings
                        pending  (or  known to be  contemplated)  against  the
                        Company,    any   Subservicer   or   any   Third-Party
                        Originator;   and  (7)  there  are  no   affiliations,
                        relationships   or   transactions   relating   to  the
                        Company,    any   Subservicer   or   any   Third-Party
                        Originator   with   respect   to  any   Securitization
                        Transaction  and any party  thereto  identified by the
                        related  Depositor of a type described in Item 1119 of
                        Regulation AB.

                  (B)   If so requested by the Purchaser,  any Master Servicer
                        or any  Depositor  on any date  following  the date on
                        which  information is first provided to the Purchaser,
                        any  Master  Servicer  or  any  Depositor  under  this
                        Section  9.01(d),  the Company shall,  within five (5)
                        Business  Days  following  such  request,  confirm  in
                        writing  the  accuracy  of  the   representations  and
                        warranties  set forth in sub  clause  (A) above or, if
                        any such  representation  and warranty is not accurate
                        as of the  date of such  request,  provide  reasonably
                        adequate   disclosure  of  the  pertinent   facts,  in
                        writing, to the requesting party.


                                       59
(page)

            (vii) In  addition  to  such   information  as  the  Company,   as
                  servicer,   is  obligated  to  provide   pursuant  to  other
                  provisions of this  Agreement,  not later than ten (10) days
                  prior to the  deadline  for the  filing of any  distribution
                  report  on  Form  10-D  in  respect  of  any  Securitization
                  Transaction   that  includes  any  of  the  Mortgage   Loans
                  serviced by the Company or any  Subservicer,  the Company or
                  such  Subservicer,  as applicable,  shall, to the extent the
                  Company or such  Subservicer  has knowledge,  provide to the
                  party  responsible  for filing  such report  (including,  if
                  applicable,  the Master  Servicer)  notice of the occurrence
                  of any of the following  events along with all  information,
                  data,  and materials  related  thereto as may be required to
                  be included in the related  distribution report on Form 10-D
                  (as specified in the  provisions of Regulation AB referenced
                  below):

                  (i)   any material  modifications,  extensions or waivers of
                  pool asset terms,  fees,  penalties  or payments  during the
                  distribution   period  or  that  have  cumulatively   become
                  material over time (Item 1121(a)(11) of Regulation AB);

                  (ii)  material  breaches  of pool asset  representations  or
                  warranties or  transaction  covenants  (Item  1121(a)(12) of
                  Regulation AB); and

                  (iii) information  regarding  new  asset-backed   securities
                  issuances  backed by the same pool  assets,  any pool  asset
                  changes (such as, additions,  substitutions or repurchases),
                  and any material  changes in  origination,  underwriting  or
                  other  criteria for  acquisition or selection of pool assets
                  (Item 1121(a)(14) of Regulation AB).

           (viii) The   Company   shall   provide   to   the   Purchaser,  any
                  Master   Servicer  and  any   Depositor,   evidence  of  the
                  authorization  of the person  signing any  certification  or
                  statement,   copies  or  other  evidence  of  Fidelity  Bond
                  Insurance   and  Errors  and  Omission   Insurance   policy,
                  financial   information   and   reports,   and  such   other
                  information  related to the  Company or any  Subservicer  or
                  the Company or such Subservicer's performance hereunder.

      (e)   the Company shall  indemnify the Purchaser,  each affiliate of the
            Purchaser,  and each of the following  parties  participating in a
            Securitization Transaction;  each sponsor and issuing entity; each
            Person  (including,  but not  limited  to, any Master  Servicer if
            applicable)  responsible for the preparation,  execution or filing
            of any  report  required  to be  filed  with the  Commission  with
            respect to such Securitization  Transaction, or for execution of a
            certification  pursuant to Rule 13a-14(d) or Rule 15d-14(d)  under
            the Exchange Act with respect to such Securitization  Transaction;
            each  broker  dealer  acting as  underwriter,  placement  agent or
            initial  purchaser,  each Person who  controls any of such parties
            or  the  Depositor  (within  the  meaning  of  Section  15 of  the
            Securities  Act  and  Section  20 of the  Exchange  Act);  and the
            respective  present  and former  directors,  officers,  employees,
            agents  and  affiliates  of  each  of  the  foregoing  and  of the
            Depositor (each, an "Indemnified  Party"),  and shall hold each of
            them  harmless  from and  against  any  claims,  losses,  damages,
            penalties,  fines,  forfeitures,   legal  fees  and  expenses  and
            related costs,  judgments,  and any other costs, fees and expenses
            that any of them may sustain arising out of or based upon:


                                       60
(page)

            (i)   (A)   any untrue  statement of a material fact  contained or
                  alleged  to  be  contained  in  any   information,   report,
                  certification,  data,  accountants' letter or other material
                  provided in written or electronic  form under Sections 4.24,
                  6.04,  6.06,  or 9.01 by or on  behalf  of the  Company,  or
                  provided under Sections 4.24,  6.04,  6.06, or 9.01 by or on
                  behalf  of any  Subservicer,  Subcontractor  or  Third-Party
                  Originator  (collectively,  the "Company  Information"),  or
                  (B)  the  omission  or  alleged  omission  to  state  in the
                  Company  Information  a material  fact required to be stated
                  in the Company  Information  or  necessary  in order to make
                  the statements  therein,  in the light of the  circumstances
                  under which they were made,  not  misleading;  provided,  by
                  way of  clarification,  that  clause  (B) of this  paragraph
                  shall  be  construed  solely  by  reference  to the  Company
                  Information  and not to any other  information  communicated
                  in  connection  with  a  sale  or  purchase  of  securities,
                  without  regard to whether  the Company  Information  or any
                  portion  thereof is presented  together  with or  separately
                  from such other information;

            (ii)  any breach by the Company of its obligations  under Sections
                  4.24, 6.04, 6.06, 6.07 or 9.01,  including  particularly any
                  failure by the Company,  any Subservicer,  any Subcontractor
                  or any  Third-Party  Originator to deliver any  information,
                  report,   certification,   accountants'   letter   or  other
                  material when and as required  under  Sections  4.24,  6.04,
                  6.06 or  9.01,  including  any  failure  by the  Company  to
                  identify  pursuant to Sections 4.24,  6.04, 6.06 or 9.01 any
                  Subcontractor  "participating  in  the  servicing  function"
                  within the meaning of Item 1122 of Regulation AB;

            (iii) any breach by the  Company of a  representation  or warranty
                  set  forth  in  Section   9.01(d)(iv)(A)  or  in  a  writing
                  furnished pursuant to Section  9.01(d)(iv)(B) and made as of
                  a  date   prior  to  the   closing   date  of  the   related
                  Securitization  Transaction,  to the extent that such breach
                  is not  cured by such  closing  date,  or any  breach by the
                  Company  of  a  representation  or  warranty  in  a  writing
                  furnished  pursuant to Section  9.01(d)(iv)(B) to the extent
                  made as of a date subsequent to such closing date; or


                                       61
(page)

            (iv)  the  negligence,  bad  faith or  willful  misconduct  of the
                  Company in connection  with its  performance  under Sections
                  4.24, 6.04, 6.06, 6.07 or 9.01.

            If the  indemnification  provided  for  herein is  unavailable  or
            insufficient  to hold  harmless  an  Indemnified  Party,  then the
            Company  agrees  that it shall  contribute  to the amount  paid or
            payable  by such  Indemnified  Party  as a result  of any  claims,
            losses,  damages or liabilities incurred by such Indemnified Party
            in such  proportion  as is  appropriate  to reflect  the  relative
            fault of such  Indemnified  Party on the one hand and the  Company
            on the other.

            In the case of any failure of performance  described in sub-clause
            (ii)  of  this  Section   9.01(e),   the  Company  shall  promptly
            reimburse the Purchaser,  any Depositor,  as applicable,  and each
            Person  responsible  for the  preparation,  execution or filing of
            any report  required to be filed with the Commission  with respect
            to  such  Securitization   Transaction,  or  for  execution  of  a
            certification  pursuant to Rule 13a-14(d) or Rule 15d-14(d)  under
            the Exchange Act with respect to such Securitization  Transaction,
            for all costs  reasonably  incurred by each such party in order to
            obtain  the  information,   report,  certification,   accountants'
            letter  or  other  material  not  delivered  as  required  by  the
            Company,  any  Subservicer,  any  Subcontractor or any Third-Party
            Originator.

            This  indemnification   shall  survive  the  termination  of  this
            Agreement or the termination of any party to this Agreement.

      (f)   the  Purchaser  and  a  credit-worthy  parent  of  the  Purchaser,
            reasonably   acceptable  to  the  Company,   shall  indemnify  the
            Company,  each affiliate of the Company,  each Person who controls
            any of such parties or the Company  (within the meaning of Section
            15 of the  Securities  Act and Section 20 of the Exchange Act) and
            the respective present and former directors,  officers,  employees
            and agents of each of the foregoing and of the Company,  and shall
            hold each of them harmless  from and against any losses,  damages,
            penalties,  fines,  forfeitures,   legal  fees  and  expenses  and
            related costs,  judgments,  and any other costs, fees and expenses
            that any of them may sustain arising out of or based upon:

            (i)   any  untrue  statement  of  a  material  fact  contained  or
                  alleged to be contained in any  offering  materials  related
                  to   a   Securitization   Transaction,   including   without
                  limitation   the   registration    statement,    prospectus,
                  prospectus  supplement,  any private  placement  memorandum,
                  any offering circular, any computational  materials, and any
                  amendments or  supplements  to the foregoing  (collectively,
                  the "Securitization Materials") or
            (ii)  the   omission   or  alleged   omission   to  state  in  the
                  Securitization  Materials  a material  fact  required  to be
                  stated  in the  Securitization  Materials  or  necessary  in
                  order to make the  statements  therein,  in the light of the
                  circumstances under which they were made, not misleading,


                                       62
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            but only to the  extent  that such  untrue  statement  or  alleged
            untrue  statement or omission or alleged  omission is other than a
            statement or omission  arising out of,  resulting  from,  or based
            upon the Company Information.

            This  indemnification   shall  survive  the  termination  of  this
            Agreement or the termination of any party to this Agreement

      The Purchaser and the Company  acknowledge and agree that the purpose of
Sections 4.24,  6.04,  6.06, 6.07 and 9.01 is to facilitate  compliance by the
Purchaser and any Depositor  with the  provisions of Regulation AB and related
rules  and   regulations  of  the  Commission.   Although   Regulation  AB  is
applicable by its terms only to offerings of asset-backed  securities that are
registered under the Securities Act, the Company  acknowledges  that investors
in  privately  offered  securities  may  require  that  the  Purchaser  or any
Depositor   provide   comparable   disclosure   in   unregistered   offerings.
References  in  this  Agreement  to  compliance  with  Regulation  AB  include
provision of comparable disclosure in private offerings.

      Neither the  Purchaser  nor any  Depositor  shall  exercise its right to
request  delivery of information or other  performance  under these provisions
other than in good  faith,  or for  purposes  other than  compliance  with the
Securities  Act,  the  Exchange  Act  and the  rules  and  regulations  of the
Commission  thereunder  (or the provision in a private  offering of disclosure
comparable  to  that  required   under  the   Securities   Act).  The  Company
acknowledges  that  interpretations  of the  requirements of Regulation AB may
change  over  time,  whether  due to  interpretive  guidance  provided  by the
Commission or its staff,  consensus  among  participants  in the  asset-backed
securities  markets,  advice of counsel,  or  otherwise,  and agrees to comply
with requests  made by the  Purchaser any Master  Servicer or any Depositor in
good faith for delivery of information  under these provisions on the basis of
evolving   interpretations   of  Regulation   AB.  In   connection   with  any
Securitization  Transaction,  the  Company  shall  cooperate  fully  with  the
Purchaser and any Master  Servicer to deliver to the Purchaser  (including any
of its assignees or designees),  any Master  Servicer and any  Depositor,  any
and  all   statements,   reports,   certifications,   records  and  any  other
information  necessary in the good faith  determination of the Purchaser,  the
Master  Servicer  or any  Depositor  to  permit  the  Purchaser,  such  Master
Servicer or such  Depositor to comply with the  provisions of  Regulation  AB,
together with such disclosures relating to the Company,  any Subservicer,  any
Third-Party  Originator  and  the  Mortgage  Loans,  or the  servicing  of the
Mortgage  Loans,  reasonably  believed by the Purchaser or any Depositor to be
necessary in order to effect such compliance.

      The  Purchaser  (including  any of its  assignees  or  designees)  shall
cooperate  with the  Company  by  providing  timely  notice  of  requests  for
information  under these  provisions and by reasonably  limiting such requests
to information  required,  in the Purchaser's  reasonable judgment,  to comply
with Regulation AB.

      In the event the  Purchaser  has elected to have the Company hold record
title to the  Mortgages,  prior to the  Reconstitution  Date the Company shall
prepare  an  Assignment  of  Mortgage  in  blank or to the  trustee  or to the
subsequent  purchaser from the Company acceptable to the trustee or subsequent
purchaser  for each  Mortgage  Loan that is part of the Whole Loan  Transfers,
Agency  Sale or  Securitization  Transactions.  The  Purchaser  shall  pay all
preparation  and  recording  costs  associated  therewith.  The Company  shall
execute each  Assignment,  track such  Assignments  of Mortgage to ensure they
have been  recorded and deliver them as required by the trustee or  subsequent
purchaser  upon the  Company's  receipt  thereof.  Additionally,  the  Company
shall  prepare  and  execute,  at the  direction  of the  Purchaser,  any note
endorsements in connection with any and all seller/servicer agreements.


                                       63
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      Notwithstanding  any provisions of this  Agreement to the contrary,  all
Mortgage  Loans  sold or  transferred  to an  Agency,  shall  be  serviced  in
accordance  with the guidelines of the respective  Agency.  All Mortgage Loans
(i) not sold or transferred pursuant to Whole Loan Transfers,  Agency Sales or
Securitization  Transactions or (ii) that are subject to a Securitization  for
which the related trust is terminated for any reason,  shall remain subject to
this Agreement and shall continue to be serviced in accordance  with the terms
of this  Agreement  and with respect  thereto this  Agreement  shall remain in
full force and effect.

                                  ARTICLE X

                                   DEFAULT

Section 10.01     Events of Default.

      Each of the following  shall  constitute an Event of Default on the part
of the Company:

      (i)   any failure by the Company to remit to the  Purchaser  any payment
            required  to be made  under  the  terms  of this  Agreement  which
            continues  unremedied  for a period  of five  days  after the date
            upon which written  notice of such failure,  requiring the same to
            be  remedied,  shall  have  been  given  to  the  Company  by  the
            Purchaser; or

      (ii)  failure by the Company  duly to observe or perform in any material
            respect any other of the  covenants or  agreements  on the part of
            the  Company  set  forth  in  this   Agreement   which   continues
            unremedied  for a  period  of 30 days  after  the  date  on  which
            written  notice  of  such  failure,   requiring  the  same  to  be
            remedied,  shall have been given to the  Company by the  Purchaser
            or by the Custodian; or

      (iii) failure by the Company to  maintain  its license to do business in
            any jurisdiction  where the Mortgaged  Property is located if such
            license is required; or

      (iv)  a decree or order of a court or agency  or  supervisory  authority
            having  jurisdiction  for  the  appointment  of a  conservator  or
            receiver or liquidator in any  insolvency,  readjustment  of debt,
            including  bankruptcy,  marshaling  of assets and  liabilities  or
            similar  proceedings,  or for the winding-up or liquidation of its
            affairs,  shall have been  entered  against  the  Company and such
            degree or order  shall  have  remained  in force  undischarged  or
            unstayed for a period of 60 days; or

      (v)   the Company shall consent to the  appointment  of a conservator or
            receiver or liquidator in any  insolvency,  readjustment  of debt,
            marshaling of assets and liabilities or similar  proceedings of or
            relating to the Company or of or relating to all or  substantially
            all of its property; or


                                       64
(page)

      (vi)  the Company  shall admit in writing its inability to pay its debts
            generally  as they become due,  file a petition to take  advantage
            of  any  applicable   insolvency,   bankruptcy  or  reorganization
            statute,  make an  assignment  for the  benefit of its  creditors,
            voluntarily  suspend  payment  of its  obligations  or  cease  its
            normal business operations for three Business Days;

      (vii) the  Company  ceases  to  meet  the  qualifications  of an  Agency
            servicer; or

     (viii) the   Company   attempts   to   assign   its  right  to  servicing
            compensation   hereunder  or  to  assign  this  Agreement  or  the
            servicing  responsibilities  hereunder  in  violation  of  Section
            8.04; or

      (ix)  an Event of Default as set forth in Section 6.07.

      In each and every  such case,  so long as an Event of Default  shall not
have been remedied,  in addition to whatever  rights the Purchaser may have at
law  or  equity  to  damages,   including   injunctive   relief  and  specific
performance,  the  Purchaser,  by  notice  in  writing  to  the  Company,  may
terminate all the rights and  obligations  of the Company under this Agreement
and in and to the Mortgage Loans and the proceeds thereof.

      Upon receipt by the Company of such written  notice,  all  authority and
power of the  Company  under  this  Agreement,  whether  with  respect  to the
Mortgage  Loans or  otherwise,  shall  pass to and be vested in the  successor
appointed   pursuant  to  Section  12.01.   Upon  written   request  from  any
Purchaser,  the Company  shall  prepare,  execute and deliver to the successor
entity   designated   by  the  Purchaser  any  and  all  documents  and  other
instruments,  place in such successor's  possession all Mortgage Files, and do
or cause to be done all  other  acts or things  necessary  or  appropriate  to
effect the purposes of such notice of  termination,  including but not limited
to the transfer  and  endorsement  or  assignment  of the  Mortgage  Loans and
related  documents,   at  the  Company's  sole  expense.   The  Company  shall
cooperate with the Purchaser and such  successor in effecting the  termination
of the Company's  responsibilities  and rights  hereunder,  including  without
limitation,  the transfer to such  successor for  administration  by it of all
cash  amounts  which  shall  at the time be  credited  by the  Company  to the
Custodial  Account or Escrow  Account or  thereafter  received with respect to
the Mortgage Loans.

      If the  Company  is  terminated  pursuant  to this  Section  10.01,  the
Company  shall  promptly  reimburse  the  Purchaser  (or any  designee  of the
Purchaser,  such as a master servicer) and any Depositor,  as applicable,  for
all reasonable  expenses incurrent by the Purchaser (or such designee) or such
Depositor,  as such are incurred,  in connection  with the  termination of the
Company as servicer and the  transfer of servicing of the Mortgage  Loans to a
successor  servicer.   The  provisions  of  this  paragraph  shall  not  limit
whatever   rights  the  Purchaser  or  any  Depositor  may  have  under  other
provisions of this Agreement  and/or any applicable  Reconstitution  Agreement
or  otherwise,  whether in equity or at law,  such as an action  for  damages,
specific performance or injunctive relief.


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Section 10.02     Waiver of Defaults.

      By a written notice,  the Purchaser may waive any default by the Company
in the performance of its  obligations  hereunder and its  consequences.  Upon
any waiver of a past  default,  such  default  shall  cease to exist,  and any
Event of Default  arising  therefrom shall be deemed to have been remedied for
every  purpose  of  this  Agreement.  No  such  waiver  shall  extend  to  any
subsequent or other default or impair any right  consequent  thereon except to
the extent expressly so waived.

                                  ARTICLE XI

                                 TERMINATION

Section 11.01     Termination.

      This Agreement shall  terminate upon either:  (i) the later of the final
payment or other  liquidation  (or any advance  with  respect  thereto) of the
last Mortgage Loan or the  disposition of any REO Property with respect to the
last Mortgage  Loan and the  remittance  of all funds due  hereunder;  or (ii)
mutual consent of the Company and the Purchaser in writing.

Section 11.02     Termination Without Cause.

      The Purchaser may terminate,  at its sole option, any rights the Company
may have  hereunder,  without  cause as provided in this  Section  11.02.  Any
such notice of  termination  shall be in writing and  delivered to the Company
by registered mail as provided in Section 12.05.

      The Company shall be entitled to receive,  as such  liquidated  damages,
upon the transfer of the  servicing  rights,  an amount equal to: (i) 2.75% of
the aggregate  outstanding  principal  amount of the Mortgage  Loans as of the
termination  date paid by the  Purchaser to the Company with respect to all of
the  Mortgage  Loans  for  which a  servicing  fee rate of  0.250% is paid per
annum,  (ii)  3.25%  of the  aggregate  outstanding  principal  amount  of the
Mortgage  Loans  as of the  termination  date  paid  by the  Purchaser  to the
Company with respect to all of the  Mortgage  Loans for which a servicing  fee
rate  of  .375%  is  paid  per  annum,   and  (iii)  3.75%  of  the  aggregate
outstanding  principal amount of the Mortgage Loans as of the termination date
paid by the  Purchaser  to the  Company  with  respect to all of the  Mortgage
Loans for which a servicing fee rate of 0.44% or more is paid per annum.

                                 ARTICLE XII

                           MISCELLANEOUS PROVISIONS

Section 12.01     Successor to Company.


                                       66
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      Prior to termination of the Company's  responsibilities and duties under
this Agreement  pursuant to Sections  8.04,  10.01,  11.01 (ii) or 11.02,  the
Purchaser   shall,   (i)   succeed  to  and   assume  all  of  the   Company's
responsibilities,  rights,  duties and obligations  under this  Agreement,  or
(ii) appoint a successor having the  characteristics set forth in Section 8.02
and which shall succeed to all rights and assume all of the  responsibilities,
duties  and  liabilities  of the  Company  under this  Agreement  prior to the
termination of Company's  responsibilities,  duties and liabilities under this
Agreement.  In connection with such appointment and assumption,  the Purchaser
may make such  arrangements  for the  compensation  of such  successor  out of
payments  on  Mortgage  Loans as it and such  successor  shall  agree.  In the
event that the Company's duties,  responsibilities  and liabilities under this
Agreement should be terminated  pursuant to the aforementioned  sections,  the
Company shall  discharge  such duties and  responsibilities  during the period
from the date it acquires  knowledge of such  termination  until the effective
date  thereof  with the same  degree of  diligence  and  prudence  which it is
obligated  to  exercise  under  this  Agreement,  and  shall  take  no  action
whatsoever  that might impair or prejudice  the rights or financial  condition
of its successor.  The  resignation or removal of the Company  pursuant to the
aforementioned  sections shall not become effective until a successor shall be
appointed  pursuant to this  Section  12.01 and shall in no event  relieve the
Company of the  representations  and warranties made pursuant to Sections 3.01
and 3.02 and the remedies  available to the  Purchaser  under Section 3.03, it
being  understood and agreed that the provisions of such Sections 3.01,  3.02,
and 3.03 shall be  applicable  to the Company  notwithstanding  any such sale,
assignment,  resignation or termination of the Company,  or the termination of
this Agreement.

      Any successor  appointed as provided  herein shall execute,  acknowledge
and deliver to the Company and to the Purchaser an instrument  accepting  such
appointment,   wherein  the  successor  shall  make  the  representations  and
warranties  set forth in Section  3.01,  except for the portion of  subsection
(h)  relating to sale of the  mortgage  loans and all of  subsections  (j) and
(l) thereof,  whereupon such successor  shall become fully vested with all the
rights, powers, duties,  responsibilities,  obligations and liabilities of the
Company,  with  like  effect  as  if  originally  named  as a  party  to  this
Agreement.  Any  termination  or  resignation of the Company or termination of
this  Agreement  pursuant  to Section  8.04,  10.01,  11.01 or 11.02 shall not
affect any claims that any Purchaser may have against the Company  arising out
of the Company's  actions or failure to act prior to any such  termination  or
resignation.

      The Company shall deliver  promptly to the successor  servicer the funds
in the  Custodial  Account  and  Escrow  Account  and all  Mortgage  Files and
related  documents and  statements  held by it hereunder and the Company shall
account for all funds and shall  execute and deliver such  instruments  and do
such  other  things  as  may   reasonably   be  required  to  more  fully  and
definitively  vest  in  the  successor  all  such  rights,   powers,   duties,
responsibilities, obligations and liabilities of the Company.

      Upon a successor's  acceptance of appointment as such, the Company shall
notify  by mail the  Purchaser  of such  appointment  in  accordance  with the
procedures set forth in Section 12.05.

Section 12.02     Amendment.


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(page)

      This  Agreement  may be amended  from time to time by written  agreement
signed by the Company and the Purchaser.

Section 12.03     Governing Law.

      This  Agreement  shall be construed in  accordance  with the laws of the
State of New York and the  obligations,  rights and  remedies  of the  parties
hereunder shall be determined in accordance with such laws.

      Each of the Company and the Purchaser hereby knowingly,  voluntarily and
intentionally  waives  any and all  rights  it may  have to a trial by jury in
respect  or  any  litigation  based  on,  or  arising  out  of,  under,  or in
connection  with,  this  Agreement,  or any other  documents  and  instruments
executed in connection herewith, or any course of conduct,  course of dealing,
statements  (whether  oral or  written),  or  actions  of the  Company  or the
Purchaser.  This  provision  is a material  inducement  for the  Purchaser  to
enter into this Agreement

Section 12.04     Duration of Agreement.

      This Agreement  shall continue in existence and effect until  terminated
as herein provided.  This Agreement shall continue  notwithstanding  transfers
of the Mortgage Loans by the Purchaser.

Section 12.05     Notices.

      All demands,  notices and  communications  hereunder shall be in writing
and shall be deemed to have been  duly  given if  personally  delivered  at or
mailed by registered mail, postage prepaid, addressed as follows:

      (i)   if  to  the  Company  with  respect  to  servicing   and  investor
            reporting issues:

            Wells Fargo Bank, N.A.
            1 Home Campus
            Des Moines, IA  50328-0001
            Attention:  John B. Brown, MAC X2401-042
            Fax: 515/213-7121

            If to the Company with respect to all other issues:

            Wells Fargo Bank, N.A.
            7430 New Technology Way
            Frederick, MD  21703
            Attention:  Structured Finance Manager, MAC X3906-012
            Fax:  301/846-8152

            In each instance with a copy to:


                                       68
(page)

            Wells Fargo Bank, N.A.
            1 Home Campus
            Des Moines, Iowa  50328-0001
            Attention:  General Counsel MAC X2401-06T

            or  such  other  address  as may  hereafter  be  furnished  to the
            Purchaser in writing by the Company;

      (ii)  if to Purchaser:

            EMC Mortgage Corporation
            Mac Arthur Ridge II
            909 Hidden Ridge Drive
            Suite 200
            Irving, Texas  75038
            Attention:  Ralene Ruyle, President

Section 12.06     Severability of Provisions.

      If any one or more of the covenants, agreements,  provisions or terms of
this  Agreement  shall be held  invalid for any reason  whatsoever,  then such
covenants, agreements,  provisions or terms shall be deemed severable from the
remaining  covenants,  agreements,  provisions or terms of this  Agreement and
shall in no way affect the validity or  enforceability of the other provisions
of this Agreement.

Section 12.07     Relationship of Parties.

      Nothing  herein  contained  shall be  deemed  or  construed  to create a
partnership  or joint venture  between the parties  hereto and the services of
the Company shall be rendered as an  independent  contractor  and not as agent
for the Purchaser.

Section 12.08     Execution; Successors and Assigns.

      This  Agreement may be executed in one or more  counterparts  and by the
different  parties  hereto on separate  counterparts,  each of which,  when so
executed,  shall be deemed to be an  original;  such  counterparts,  together,
shall  constitute one and the same  agreement.  Subject to Section 8.04,  this
Agreement  shall inure to the  benefit of and be binding  upon the Company and
the Purchaser and their respective  successors and assigns.  The parties agree
that this  Agreement and signature  pages thereof may be  transmitted  between
them  by  facsimile  and  that  faxed   signatures  may  constitute   original
signatures and that a faxed signature page containing the signature  (faxed or
original) is binding on the parties.

Section 12.09     Recordation of Assignments of Mortgage.

      To the extent  permitted by applicable  law, each of the  Assignments of
Mortgage is subject to recordation in all appropriate  public offices for real
property  records in all the  counties or other  comparable  jurisdictions  in
which any or all of the Mortgaged  Properties  are situated,  and in any other
appropriate  public  recording  office or elsewhere,  such  recordation  to be
effected  at  the  Company's  expense  in  the  event  recordation  is  either
necessary  under  applicable  law or  requested  by the  Purchaser at its sole
option.  The company shall only be responsible  for the costs of recording the
initial   Assignments   of  Mortgage.   In  no  event  shall  the  Company  be
responsible  for the cost of recording  Assignments  of Mortgage in connection
with a subsequent sale or transfer of the Mortgage Loans by the Purchaser.


                                       69
(page)

Section 12.10     Assignment by Purchaser.

      The Purchaser  shall have the right,  without the consent of the Company
but  subject  to the limit set forth in Section  2.02  hereof,  to assign,  in
whole or in part,  its interest  under this  Agreement with respect to some or
all of the Mortgage Loans,  and designate any person to exercise any rights of
the  Purchaser   hereunder,   by  executing  an  Assignment,   Assumption  and
Recognition  Agreement and the assignee or designee shall accede to the rights
and  obligations  hereunder of the  Purchaser  with  respect to such  Mortgage
Loans.  All references to the Purchaser in this  Agreement  shall be deemed to
include its assignee or designee.

Section 12.11  Solicitation of Mortgagor.

      Neither party shall,  after the Closing Date, take any action to solicit
the  refinancing  of any  Mortgage  Loan.  It is  understood  and agreed  that
neither (i) promotions  undertaken by either party or any affiliate  which are
directed to the general public at large, including,  without limitation,  mass
mailings based upon  commercially  acquired mailing lists,  newspaper,  radio,
television  advertisements  nor  (ii)  serving  the  refinancing  needs  of  a
Mortgagor who, without solicitation,  contacts either party in connection with
the  refinance  of  such   Mortgage  or  Mortgage   Loan,   shall   constitute
solicitation under this Section.

Section 12.12  Third-Party Beneficiary.

      Each Master  Servicer  shall be considered a third-party  beneficiary of
this  Agreement,  entitled to all the rights and benefits hereof as if it were
a direct party to this Agreement.

               [Intentionally Blank - Next Page Signature Page]


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(page)

      IN WITNESS  WHEREOF,  the Company and the  Purchaser  have caused  their
names  to be  signed  hereto  by  their  respective  officers  thereunto  duly
authorized as of the day and year first above written.

EMC MORTGAGE CORPORATION                  WELLS FARGO BANK, N.A.
Purchaser                                 Company

By:________________________               By:________________________

Name:______________________               Name:______________________

Title:_____________________               Title:_____________________


                                       71
(page)

STATE OF                )
                        )     ss:
COUNTY OF ___________   )

      On the _____ day of  _______________,  20___ before me, a Notary  Public
in and for  said  State,  personally  appeared  __________,  known to me to be
_____________  of Wells Fargo Bank,  N.A.,  the national  banking  association
that executed the within  instrument and also known to me to be the person who
executed  it on behalf of said  bank,  and  acknowledged  to me that such bank
executed the within instrument.

      IN WITNESS  WHEREOF,  I have hereunto set my hand affixed my office seal
the day and year in this certificate first above written.

                                          ____________________________
                                          Notary Public

                                          My Commission expires_______


                                       72
(page)

STATE OF                )
                        )     ss:
COUNTY OF               )

      On the _____ day of  _______________,  20___ before me, a Notary  Public
in       and       for       said       State,       personally       appeared
_____________________________________,    known    to    me    to    be    the
______________________________  of EMC Mortgage  Corporation,  the corporation
that executed the within  instrument and also known to me to be the person who
executed it on behalf of said  corporation,  and  acknowledged to me that such
corporation executed the within instrument.

      IN WITNESS  WHEREOF,  I have hereunto set my hand affixed my office seal
the day and year in this certificate first above written.

                                          ____________________________
                                          Notary Public

                                          My Commission expires_______


                                      73
(page)

                                  EXHIBIT A

                            MORTGAGE LOAN SCHEDULE
(page)

                                  EXHIBIT B

                        CONTENTS OF EACH MORTGAGE FILE

      With respect to each  Mortgage  Loan,  the Mortgage  File shall  include
each of the following  items,  which shall be available for  inspection by the
Purchaser and any  prospective  Purchaser,  and which shall be retained by the
Company in the  Servicing  File or  delivered  to the  Custodian  pursuant  to
Sections 2.01 and 2.03 of the Seller's  Warranties and the Servicing Agreement
to which this Exhibit is attached (the "Agreement"):

      1.    The original  Mortgage Note bearing all intervening  endorsements,
            endorsed   "Pay   to  the   order   of   without   recourse"   and
            signed in the name of the  Company by an  authorized  officer  (in
            the event that the Mortgage  Loan was acquired by the Company in a
            merger,  the signature must be in the following form:  "[Company],
            successor  by merger to [name of  predecessor]";  and in the event
            that the Mortgage  Loan was acquired or  originated by the Company
            while doing  business under another name, the signature must be in
            the  following  form:  "[Company],   formerly  know  as  [previous
            name]").

      2.    The  original of any  guarantee  executed in  connection  with the
            Mortgage Note.

      3.    The  recorded   original  related  Mortgage   pertaining  to  such
            Mortgage  Loan,  together  with any addenda and riders,  or a copy
            certified  by Seller to be a true and correct copy of the original
            recorded  document,  or if the related  Mortgage is in the process
            of being recorded, a photocopy of the related Mortgage,  certified
            by the  Company  or an officer of the  respective  prior  owner of
            such Mortgage Loan or by the applicable  title insurance  company,
            closing/settlement/escrow  agent or company or closing attorney to
            be a true and  correct  copy of the related  Mortgage  transmitted
            for recordation.  Provided,  however,  if the Purchaser requires a
            clerk  certified  copy  of the  original  recorded  Mortgage,  the
            Company shall request such from the appropriate  recording  office
            and  furnish  it to the  Purchaser  as soon a  practicable  and no
            event later than 180 days of Purchaser's request;

      4.    The  originals or certified  true copies of any document  sent for
            recordation  of all  assumption,  modification,  consolidation  or
            extension agreements, with evidence of recording thereon.

      5.    The original  Assignment  of Mortgage for each  Mortgage  Loan, in
            form  and  substance  acceptable  for  recording  (except  for the
            insertion   of  the   name   of   the   assignee   and   recording
            information).  The  Assignment  of Mortgage  must be duly recorded
            only if recordation is either  necessary  under  applicable law or
            commonly required by private  institutional  mortgage investors in
            the area where the  Mortgaged  Property is located or on direction
            of  the  Purchaser.  If  the  Assignment  of  Mortgage  is  to  be
            recorded,  the  Mortgage  shall be assigned to the  Purchaser.  If
            the  Assignment of Mortgage is not to be recorded,  the Assignment
            of Mortgage  shall be  delivered in blank.  If the  Mortgage  Loan
            was  acquired  by the  Company  in a  merger,  the  Assignment  of
            Mortgage must be made by "[Company],  successor by merger to [name
            of   predecessor]."   If  the   Mortgage   Loan  was  acquired  or
            originated  by the Company  while  doing  business  under  another
            name, the  Assignment of Mortgage must be by "[Company],  formerly
            know as  [previous  name]."  Subject  to the  foregoing  and where
            permitted  under the applicable laws of the  jurisdiction  wherein
            the Mortgaged  property is located,  such  Assignments of Mortgage
            may be made by blanket  assignments  for Mortgage Loans secured by
            the Mortgaged Properties located in the same county.

(page)

      6.    The recorded original,  or a copy certified by the Company to be a
            true  and  correct  copy  of the  original  recorded,  intervening
            Assignment  of the  Mortgage  as is  necessary  to show a complete
            chain  of  title  from  the  respective  loan  originator  to  the
            respective  prior  owner of such  Mortgage  Loan  or,  if any such
            original  is  unavailable  because  it is in the  process of being
            recorded, a photocopy of such intervening  Assignment certified by
            the  Company  or an officer  of the prior  owner of such  Mortgage
            Loan to be a true and correct copy of such intervening  Assignment
            submitted for  recordation.  Provided,  however,  if the Purchaser
            requires  a  clerk   certified  copy  of  the  original   recorded
            intervening  Assignment,  the Company  shall request such from the
            appropriate  recording  office and furnish it to the  Purchaser as
            soon  a   practicable   and  no  event  later  than  180  days  of
            Purchaser's request;

      7.    The  evidence  of the  issuance  of the  electronic  MIC or LGC as
            applicable, where required pursuant to the Agreement.

      8.    The  original   mortgagee  policy  of  title  insurance  or  other
            evidence of title such as a copy of the title  commitment  or copy
            of the preliminary title commitment.

      9.    Any security  agreement,  chattel mortgage or equivalent  executed
            in connection with the Mortgage.

With respect to each Mortgage  Loan,  the Servicing File shall include each of
the following  items to the extent in the  possession of the Company or in the
possession of the Company's agent(s):

      10.   The  original  hazard  insurance  policy  and, if required by law,
            flood  insurance  policy,  in accordance  with Section 4.10 of the
            Agreement.

      11.   Residential loan application.

      12.   Mortgage Loan closing statement.

      13.   Verification  of employment and income,  unless  originated  under
            the Company's Limited Documentation program,  Fannie Mae Timesaver
            Plus.

      14.   Verification  of acceptable  evidence of source and amount of down
            payment.


                                      2
(page)

      15.   Credit report on the Mortgagor.

      16.   Residential appraisal report.

      17.   Photograph of the Mortgaged Property.

      18.   Survey of the Mortgage property,  if required by the title company
            or applicable law.

      19.   Copy of each instrument  necessary to complete  identification  of
            any  exception  set forth in the  exception  schedule in the title
            policy,  i.e.  map  or  plat,   restrictions,   easements,   sewer
            agreements, home association declarations, etc.

      20.   All required disclosure statements.

      21.   If available,  termite report, structural engineer's report, water
            potability and septic certification.

      22.   Sales contract, if applicable.

      23.   Evidence  of payment of taxes and  insurance  premiums,  insurance
            claim files,  correspondence,  current and historical computerized
            data files,  and all other  processing,  underwriting  and closing
            papers and records which are  customarily  contained in a mortgage
            loan file and which are required to document the Mortgage  Loan or
            to service the Mortgage Loan.

      24.   Amortization schedule, if available.

      25.   Payment  history  for any  Mortgage  Loan that has been closed for
            more than 90 days.

      26.   Original power of attorney, if applicable.

      In the event an  Officer's  Certificate  of the Company is  delivered to
the  Custodian  because of a delay  caused by the public  recording  office in
returning any recorded  document,  the Company shall deliver to the Custodian,
within 240 days of the Closing Date, an Officer's  Certificate which shall (i)
identify the recorded document,  (ii) state that the recorded document has not
been  delivered  to the  Custodian  due solely to a delay caused by the public
recording  office,  (iii) state the amount of time  generally  required by the
applicable  recording  office to record and return a  document  submitted  for
recordation,  and (iv) specify the date the applicable  recorded document will
be delivered  to the  Custodian.  The Company  shall be required to deliver to
the Custodian the applicable  recorded  document by the date specified in (iv)
above.  An  extension  of the date  specified  in (iv) above may be  requested
from the Purchaser, which consent shall not be unreasonably withheld.


                                      3
(page)

      Notwithstanding  paragraphs 1 and 6 above,  the  Purchaser  acknowledges
that the  Company  may  deliver  (i) a  Mortgage  Note for  which the chain of
endorsements  is not  identical to that of the  intervening  Assignments  with
respect to such Mortgage Note,  which shall not affect the  enforceability  of
such  Mortgage  Note,  and/or  (ii)  intervening  Assignments  which  are  not
identical to the chain of  endorsements  with respect to such  Mortgage  Note,
which  shall  not  affect  the  validity  of  such  intervening   Assignments;
provided,  however, that such acknowledgment shall in no way operate to negate
the Purchaser's  remedies for the Company's breach of the  representations and
warranties under this Agreement.


                                      4
(page)

                                  EXHIBIT C

                             CUSTODIAL AGREEMENT

(page)

                                  EXHIBIT D

               ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

                                                            ____________, 20__

      ASSIGNMENT,     ASSUMPTION    AND    RECOGNITION     AGREEMENT,     dated
___________________,  20____  between  _________________,  a  _________________
corporation   having   an   office  at   _________________   ("Assignor")   and
_________________, having an office at _________________ ("Assignee"):

      For and in  consideration  of the sum of one  dollar  ($1.00)  and other
valuable  consideration  the  receipt  and  sufficiency  of which  are  hereby
acknowledge,  and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:

      1.    The Assignor hereby grants,  transfers and assigns to Assignee all
of the right, title and interest of Assignor,  as Purchaser,  in, to and under
that certain  Seller's  Warranties  and Servicing  Agreement,  (the  "Seller's
Warranties and Servicing  Agreement"),  dated as of _________________,  by and
between  _________________  (the  "Purchaser"),   and  _________________  (the
"Company"),  and the Mortgage Loans delivered thereunder by the Company to the
Assignor, and that certain Custodial Agreement,  (the "Custodial  Agreement"),
dated as of  _________________,  by and among the Company,  the  Purchaser and
_________________ (the "Custodian").

      2.    The Assignor  warrants and represents to, and covenants  with, the
Assignee that:

            a.    The Assignor is the lawful owner of the Mortgage  Loans with
the full right to  transfer  the  Mortgage  Loans free from any and all claims
and encumbrances whatsoever;

            b.    The  Assignor  has  not  received  notice  of,  and  has  no
knowledge of, any offsets,  counterclaims  or other defenses  available to the
Company with respect to the Seller's  Warranties  and  Servicing  Agreement or
the Mortgage Loans;

            c.    The Assignor  has not waived or agreed to any waiver  under,
or agreed to any amendment or other  modification of, the Seller's  Warranties
and  Servicing  Agreement,  the  Custodial  Agreement or the  Mortgage  Loans,
including without  limitation the transfer of the servicing  obligations under
the  Seller's  Warranties  and  Servicing  Agreement.   The  Assignor  has  no
knowledge of, and has not received  notice of, any waivers under or amendments
or other  modifications of, or assignments of rights or obligations under, the
Seller's Warranties and Servicing Agreement or the Mortgage Loans; and

            d.    Neither  the  Assignor  nor anyone  acting on its behalf has
offered,  transferred,  pledged,  sold or  otherwise  disposed of the Mortgage
Loans,  any interest in the Mortgage  Loans or any other similar  security to,
or  solicited  any  offer  to  buy or  accept  a  transfer,  pledge  or  other
disposition of the Mortgage  Loans,  any interest in the Mortgage Loans or any
other  similar  security  from, or otherwise  approached  or  negotiated  with
respect to the  Mortgage  Loans,  any  interest in the  Mortgage  Loans or any
other similar  security  with,  any person in any manner,  or made any general
solicitation by means of general  advertising or in any other manner, or taken
any other action which would  constitute a distribution  of the Mortgage Loans
under the  Securities  Act of 1933 (the "33 Act") or which  would  render  the
disposition  of the  Mortgage  Loans a violation of Section 5 of the 33 Act or
require registration pursuant thereto.

(page)

      3.    That Assignee  warrants and represent to, and covenants  with, the
Assignor and the Company pursuant to Section 12.10 of the Seller's  Warranties
and Servicing Agreement that:

            a.    The Assignee  agrees to be bound,  as  Purchaser,  by all of
the terms,  covenants and conditions of the Seller's  Warranties and Servicing
Agreement,  the Mortgage Loans and the Custodial Agreement, and from and after
the date hereof,  the Assignee  assumes for the benefit of each of the Company
and the Assignor all of the Assignor's obligations as purchaser thereunder;

            b.    The Assignee  understands  that the Mortgage  Loans have not
been registered under the 33 Act or the securities laws of any state;

            c.    The  purchase  price  being  paid  by the  Assignee  for the
Mortgage  Loans  are in  excess  of  $250,000.00  and  will  be  paid  by cash
remittance of the full purchase price within 60 days of the sale;

            d.    The Assignee is acquiring the Mortgage  Loans for investment
for its own account  only and not for any other  person.  In this  connection,
neither the Assignee nor any person  authorized to act therefor has offered to
Mortgage  Loans by means of any general  advertising  or general  solicitation
within the meaning of Rule 502(c) of US  Securities  and  Exchange  Commission
Regulation D, promulgated under the 1933 Act;

            e.    The Assignee  considers  itself a substantial  sophisticated
institutional  investor  having such knowledge and experience in financial and
business  matters  that it is  capable of  evaluating  the merits and risks of
investment in the Mortgage Loans;

            f.    The  Assignee  has  been  furnished  with  all   information
regarding the Mortgage  Loans that it has  requested  from the Assignor or the
Company;

            g.  Neither  the  Assignee  nor  anyone  acting on its  behalf has
offered,  transferred,  pledged,  sold or  otherwise  disposed of the Mortgage
Loans, any interest in the Mortgage Loans or any other similar security to, or
solicited any offer to buy or accept a transfer,  pledge or other  disposition
of the Mortgage Loans, any interest in the Mortgage Loans or any other similar
security  from,  or otherwise  approached  or  negotiated  with respect to the
Mortgage  Loans,  any  interest  in the  Mortgage  Loans or any other  similar
security with, any person in any manner which would  constitute a distribution
of the Mortgage  Loans under the 33 Act or which would render the  disposition
of the  Mortgage  Loans a  violation  of  Section  5 of the 33 Act or  require
registration  pursuant thereto, nor will it act, nor has it authorized or will
it  authorize  any person to act, in such manner with  respect to the Mortgage
Loans; and

            h.    Either (1) the  Assignee  is not an  employee  benefit  plan
("Plan") within the meaning of section 3(3) of the Employee  Retirement Income
Security Act of 1974, as amended  ("ERISA") or a plan (also "Plan") within the
meaning of section  4975(e)(1) of the Internal  Revenue Code of 1986 ("Code"),
and the Assignee is not directly or indirectly  purchasing  the Mortgage Loans
on behalf of, investment  manager of, as named fiduciary of, as Trustee of, or
with assets of, a Plan; or (2) the  Assignee's  purchase of the Mortgage Loans
will not result in a  prohibited  transaction  under  section  406 of ERISA or
section 4975 of the Code.

            i.    The  Assignee's  address  for  purposes  of all  notices and
correspondence  related to the Mortgage Loans and the Seller's  Warranties and
Servicing Agreements is:

(page)

                  ____________________________

                  ____________________________

                  ____________________________

                  Attention: _________________

      The  Assignee's   wire  transfer   instructions   for  purposes  of  all
remittances  and  payments  related  to the  Mortgage  Loans and the  Seller's
Warranties and Servicing Agreement is:

                  ____________________________

                  ____________________________

                  ____________________________

                  Attention: _________________

      4.    From and  after  the  date  hereof,  the  Company  shall  note the
transfer of the Mortgage  Loans to the Assignee in its books and records,  the
Company shall  recognize  the Assignee as the owner of the Mortgage  Loans and
the Company shall  service the Mortgage  Loans for the benefit of the Assignee
pursuant to the Seller's  Warranties  and  Servicing  Agreement,  the terms of
which  are  incorporated  herein  by  reference.  It is the  intention  of the
Assignor,  the Company  and the  Assignee  that the  Seller's  Warranties  and
Servicing  Agreement  shall be  binding  upon and inure to the  benefit of the
Company and the Assignee and their respective successors and assigns.

                             [Signatures Follow]

(page)

      IN WITNESS WHEREOF, the parties have caused this Assignment, Assumption
and Recognition Agreement to be executed by their duly authorized officers as
of the date first above written.

                  .                                      .
____________________________           ____________________________
Assignor                               Assignee

By:__________________________          By:  _______________________

Name:________________________          Name:_______________________

Its: ________________________          Its: _______________________

Tax Payer Identification No.:          Tax Payer Identification No.:

____________________________           ____________________________
(page)
                                   EXHIBIT E

                      SERVICING CRITERIA TO BE ADDRESSED
                          IN ASSESSMENT OF COMPLIANCE

--------------------------------------------------------------------------------
                            Servicing Criteria       Applicable     Inapplicable
                                                      Servicing      Servicing
   Reg AB Reference                                   Criteria        Criteria
--------------------------------------------------------------------------------
                            General Servicing
                              Considerations
--------------------------------------------------------------------------------
1122(d)(1)(i)            Policies and procedures          X
                        are instituted to monitor
                         any performance or other
                          triggers and events of
                          default in accordance
                           with the transaction
                               agreements.
--------------------------------------------------------------------------------
1122(d)(1)(ii)          If any material servicing         X
                        activities are outsourced
                        to third parties,
                        policies and procedures
                        are instituted to monitor
                        the third party's
                        performance and
                        compliance with such
                        servicing activities.
--------------------------------------------------------------------------------
                        Any requirements in the                          X
                        transaction agreements to
                        maintain a back-up
                        servicer for the mortgage
1122(d)(1)(iii)         loans are maintained.
--------------------------------------------------------------------------------
                        A fidelity bond and               X
                        errors and omissions
                        policy is in effect on
                        the party participating
                        in the servicing function
                        throughout the reporting
                        period in the amount of
                        coverage required by and
                        otherwise in accordance
                        with the terms of the
1122(d)(1)(iv)          transaction agreements.
--------------------------------------------------------------------------------
                           Cash Collection and
                              Administration
--------------------------------------------------------------------------------
1122(d)(2)(i)           Payments on mortgage              X
                        loans are deposited into
                        the appropriate custodial
                        bank accounts and related
                        bank clearing accounts no
                        more than two business
                        days following receipt,
                        or such other number of
                        days specified in the
                        transaction agreements.
--------------------------------------------------------------------------------
                        Disbursements made via            X
                        wire transfer on behalf
                        of an obligor or to an
                        investor are made only by
1122(d)(2)(ii)          authorized personnel.
--------------------------------------------------------------------------------
                        Advances of funds or              X
                        guarantees regarding
                        collections, cash flows
                        or distributions, and any
                        interest or other fees
                        charged for such
                        advances, are made,
                        reviewed and approved as
                        specified in the
1122(d)(2)(iii)         transaction agreements.
--------------------------------------------------------------------------------
                        The related accounts for          X
                        the transaction, such as
                        cash reserve accounts or
                        accounts established as a
                        form of
                        overcollateralization,
                        are separately maintained
                        (e.g., with respect to
                        commingling of cash) as
                        set forth in the
1122(d)(2)(iv)          transaction agreements.
--------------------------------------------------------------------------------
                        Each custodial account is         X
                        maintained at a federally
                        insured depository
                        institution as set forth
                        in the transaction
                        agreements. For purposes
                        of this criterion,
                        "federally insured
                        depository institution"
                        with respect to a foreign
                        financial institution
                        means a foreign financial
                        institution that meets
                        the requirements of Rule
                        13k-1(b)(1) of the
1122(d)(2)(v)           Securities Exchange Act.
--------------------------------------------------------------------------------
                        Unissued checks are               X
                        safeguarded so as to
                        prevent unauthorized
1122(d)(2)(vi)          access.
--------------------------------------------------------------------------------
1122(d)(2)(vii)         Reconciliations are               X
                        prepared on a monthly
                        basis for all
                        asset-backed securities
                        related bank accounts,
                        including custodial
                        accounts and related bank
                        clearing accounts. These
                        reconciliations are (A)
                        mathematically accurate;
                        (B) prepared within 30
                        calendar days after the
                        bank statement cutoff
                        date, or such other
                        number of days specified
                        in the transaction
                        agreements; (C) reviewed
                        and approved by someone
                        other than the person who
                        prepared the
                        reconciliation; and (D)
                        contain explanations for
                        reconciling items. These
                        reconciling items are
                        resolved within 90
                        calendar days of their
                        original identification,
                        or such other number of
                        days specified in the
                        transaction agreements.
--------------------------------------------------------------------------------
                         Investor Remittances and
                                Reporting
--------------------------------------------------------------------------------
1122(d)(3)(i)           Reports to investors,             X
                        including those to be
                        filed with the
                        Commission, are
                        maintained in accordance
                        with the transaction
                        agreements and applicable
                        Commission requirements.
                        Specifically, such
                        reports (A) are prepared
                        in accordance with
                        timeframes and other
                        terms set forth in the
                        transaction agreements;
                        (B) provide information
                        calculated in accordance
                        with the terms specified
                        in the transaction
                        agreements; (C) are filed
                        with the Commission as
                        required by its rules and
                        regulations; and (D)
                        agree with investors' or
                        the trustee's records as
                        to the total unpaid
                        principal balance and
                        number of mortgage loans
                        serviced by the Servicer.
--------------------------------------------------------------------------------

(page)

--------------------------------------------------------------------------------
                        Amounts due to investors          X
                        are allocated and
                        remitted in accordance
                        with timeframes,
                        distribution priority and
                        other terms set forth in
                        the transaction
1122(d)(3)(ii)          agreements.
--------------------------------------------------------------------------------
                        Disbursements made to an          X
                        investor are posted
                        within two business days
                        to the Servicer's
                        investor records, or such
                        other number of days
                        specified in the
1122(d)(3)(iii)         transaction agreements.
--------------------------------------------------------------------------------
                        Amounts remitted to               X
                        investors per the
                        investor reports agree
                        with cancelled checks, or
                        other form of payment, or
                        custodial bank
1122(d)(3)(iv)          statements.
--------------------------------------------------------------------------------
                        Pool Asset Administration
--------------------------------------------------------------------------------
1122(d)(4)(i)           Collateral or security on         X
                        mortgage loans is
                        maintained as required by
                        the transaction
                        agreements or related
                        mortgage loan documents.
--------------------------------------------------------------------------------
                        Mortgage loan and related         X
                        documents are safeguarded
                        as required by the
1122(d)(4)(ii)          transaction agreements
--------------------------------------------------------------------------------
                        Any additions, removals           X
                        or substitutions to the
                        asset pool are made,
                        reviewed and approved in
                        accordance with any
                        conditions or
                        requirements in the
1122(d)(4)(iii)         transaction agreements.
--------------------------------------------------------------------------------
                        Payments on mortgage              X
                        loans, including any
                        payoffs, made in
                        accordance with the
                        related mortgage loan
                        documents are posted to
                        the Servicer's obligor
                        records maintained no
                        more than two business
                        days after receipt, or
                        such other number of days
                        specified in the
                        transaction agreements,
                        and allocated to
                        principal, interest or
                        other items (e.g.,
                        escrow) in accordance
                        with the related mortgage
1122(d)(4)(iv)          loan documents.
--------------------------------------------------------------------------------
                        The Servicer's records            X
                        regarding the mortgage
                        loans agree with the
                        Servicer's records with
                        respect to an obligor's
1122(d)(4)(v)           unpaid principal balance.
--------------------------------------------------------------------------------
                        Changes with respect to           X
                        the terms or status of an
                        obligor's mortgage loans
                        (e.g., loan modifications
                        or re-agings) are made,
                        reviewed and approved by
                        authorized personnel in
                        accordance with the
                        transaction agreements
                        and related pool asset
1122(d)(4)(vi)          documents.
--------------------------------------------------------------------------------
                        Loss mitigation or                X
                        recovery actions (e.g.,
                        forbearance plans,
                        modifications and deeds
                        in lieu of foreclosure,
                        foreclosures and
                        repossessions, as
                        applicable) are
                        initiated, conducted and
                        concluded in accordance
                        with the timeframes or
                        other requirements
                        established by the
1122(d)(4)(vii)         transaction agreements.
--------------------------------------------------------------------------------
                        Records documenting               X
                        collection efforts are
                        maintained during the
                        period a mortgage loan is
                        delinquent in accordance
                        with the transaction
                        agreements. Such records
                        are maintained on at
                        least a monthly basis, or
                        such other period
                        specified in the
                        transaction agreements,
                        and describe the entity's
                        activities in monitoring
                        delinquent mortgage loans
                        including, for example,
                        phone calls, letters and
                        payment rescheduling
                        plans in cases where
                        delinquency is deemed
                        temporary (e.g., illness
1122(d)(4)(viii)        or unemployment).
--------------------------------------------------------------------------------
                        Adjustments to interest           X
                        rates or rates of return
                        for mortgage loans with
                        variable rates are
                        computed based on the
                        related mortgage loan
1122(d)(4)(ix)          documents.
--------------------------------------------------------------------------------
                        Regarding any funds held          X
                        in trust for an obligor
                        (such as escrow
                        accounts): (A) such funds
                        are analyzed, in
                        accordance with the
                        obligor's mortgage loan
                        documents, on at least an
                        annual basis, or such
                        other period specified in
                        the transaction
                        agreements; (B) interest
                        on such funds is paid, or
                        credited, to obligors in
                        accordance with
                        applicable mortgage loan
                        documents and state laws;
                        and (C) such funds are
                        returned to the obligor
                        within 30 calendar days
                        of full repayment of the
                        related mortgage loans,
                        or such other number of
                        days specified in the
1122(d)(4)(x)           transaction agreements.
--------------------------------------------------------------------------------
                        Payments made on behalf           X
                        of an obligor (such as
                        tax or insurance
                        payments) are made on or
                        before the related
                        penalty or expiration
                        dates, as indicated on
                        the appropriate bills or
                        notices for such
                        payments, provided that
                        such support has been
                        received by the servicer
                        at least 30 calendar days
                        prior to these dates, or
                        such other number of days
                        specified in the
1122(d)(4)(xi)          transaction agreements.
--------------------------------------------------------------------------------

(page)
--------------------------------------------------------------------------------
                        Any late payment                  X
                        penalties in connection
                        with any payment to be
                        made on behalf of an
                        obligor are paid from the
                        Servicer's funds and not
                        charged to the obligor,
                        unless the late payment
                        was due to the obligor's
1122(d)(4)(xii)         error or omission.
--------------------------------------------------------------------------------
                        Disbursements made on             X
                        behalf of an obligor are
                        posted within two
                        business days to the
                        obligor's records
                        maintained by the
                        servicer, or such other
                        number of days specified
                        in the transaction
1122(d)(4)(xiii)        agreements.
--------------------------------------------------------------------------------
                        Delinquencies,                    X
                        charge-offs and
                        uncollectible accounts
                        are recognized and
                        recorded in accordance
                        with the transaction
1122(d)(4)(xiv)         agreements.
--------------------------------------------------------------------------------
                        Any external enhancement                         X
                        or other support,
                        identified in Item
                        1114(a)(1) through (3) or
                        Item 1115 of Regulation
                        AB, is maintained as set
                        forth in the transaction
1122(d)(4)(xv)          agreements.
--------------------------------------------------------------------------------
(page)

                                  EXHIBIT F


                        FORM OF SARBANES CERTIFICATION

      Re:   The [ ]  agreement  dated  as of [ ],  200[ ]  (the  "Agreement"),
            among [IDENTIFY PARTIES]

I,  ________________________________,  the _______________________ of [Name of
Servicer],  certify to [the Owner], [the Depositor], and the [Master Servicer]
[Securities  Administrator]  [Trustee], and their officers, with the knowledge
and intent that they will rely upon this certification, that:

      (1)   I have reviewed the servicer compliance  statement of the Servicer
      provided in accordance with Item 1123 of Regulation AB (the  "Compliance
      Statement"),  the report on assessment of the Servicer's compliance with
      the  servicing  criteria set forth in Item 1122(d) of Regulation AB (the
      "Servicing  Criteria"),  provided in  accordance  with Rules  13a-18 and
      15d-18 under Securities  Exchange Act of 1934, as amended (the "Exchange
      Act") and Item 1122 of Regulation AB (the "Servicing  Assessment"),  the
      registered  public  accounting  firm's  attestation  report  provided in
      accordance  with  Rules  13a-18 and 15d-18  under the  Exchange  Act and
      Section  1122(b) of Regulation AB (the  "Attestation  Report"),  and all
      servicing   reports,   officer's   certificates  and  other  information
      relating to the servicing of the Mortgage  Loans by the Servicer  during
      200[ ] that were  delivered by the Servicer to the  [Depositor]  [Master
      Servicer]   [Securities   Administrator]   [Trustee]   pursuant  to  the
      Agreement (collectively, the "Servicer Servicing Information");

      (2)   Based on my knowledge,  the Servicer Servicing Information,  taken
      as a whole,  does not contain any untrue statement of a material fact or
      omit to state a material fact necessary to make the statements  made, in
      the light of the  circumstances  under which such  statements were made,
      not  misleading  with  respect  to the  period  of time  covered  by the
      Servicer Servicing Information;

      (3)   Based on my knowledge,  all of the Servicer Servicing  Information
      required to be provided by the  Servicer  under the  Agreement  has been
      provided   to   the   [Depositor]    [Master    Servicer]    [Securities
      Administrator] [Trustee];

      (4)   I am  responsible  for reviewing the  activities  performed by the
      Servicer  under  the  Agreement,  and  based  on my  knowledge  and  the
      compliance  review  conducted in preparing the Compliance  Statement and
      except  as  disclosed  in  the  Compliance   Statement,   the  Servicing
      Assessment  or the  Attestation  Report,  the Servicer has fulfilled its
      obligations under the Agreement; and

      (5)   The  Compliance  Statement,   the  Servicing  Assessment  and  the
      Attestation  Report required to be provided by the Servicer  pursuant to
      the Agreement have been provided to the [Depositor]  [Master  Servicer].
      Any material  instances of noncompliance  described in such reports have
      been  disclosed  to the  [Depositor]  [Master  Servicer].  Any  material
      instance  of  noncompliance   with  the  Servicing   Criteria  has  been
      disclosed in such reports.


                                         Date:

                                         By:__________________________________
                                         Name:________________________________
                                         Title:_______________________________
(page)

                                   EXHIBIT G

                       REPORTING DATA FOR MONTHLY REPORT

                    Standard File Layout - Master Servicing

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
        Column Name                      Description                     Decimal           Format Comment           Max Size
-----------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                                        <C>               <C>                      <C>
SER_INVESTOR_NBR              A value assigned by the Servicer                           Text up to 10                 20
                              to define a group of loans.                                digits
-----------------------------------------------------------------------------------------------------------------------------------
LOAN_NBR                      A unique identifier assigned to                            Text up to 10                 10
                              each loan by the investor.                                 digits
-----------------------------------------------------------------------------------------------------------------------------------
SERVICER_LOAN_NBR             A unique number assigned to a loan                         Text up to 10                 10
                              by the Servicer.  This may be                              digits
                              different than the LOAN_NBR.
-----------------------------------------------------------------------------------------------------------------------------------
                              The borrower name as received in
BORROWER_NAME                 the file.  It is not separated by                          Maximum length of             30
                              first and last name.                                       30 (Last, First)
-----------------------------------------------------------------------------------------------------------------------------------
SCHED_PAY_AMT                 Scheduled monthly principal and               2            No commas(,) or               11
                              scheduled interest payment that a
                              borrower is expected to pay, P&I
                              constant.                                                  dollar signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
NOTE_INT_RATE                 The loan interest rate as reported            4            Max length of 6               6
                              by the Servicer.
-----------------------------------------------------------------------------------------------------------------------------------
NET_INT_RATE                  The loan gross interest rate less             4            Max length of 6               6
                              the service fee rate as reported
                              by the Servicer.
-----------------------------------------------------------------------------------------------------------------------------------
SERV_FEE_RATE                 The servicer's fee rate for a loan            4            Max length of 6               6
                              as reported by the Servicer.
-----------------------------------------------------------------------------------------------------------------------------------
SERV_FEE_AMT                  The servicer's fee amount for a               2            No commas(,) or               11
                              loan as reported by the Servicer.                          dollar signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
NEW_PAY_AMT                   The new loan payment amount as                2            No commas(,) or               11
                              reported by the Servicer.                                  dollar signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
NEW_LOAN_RATE                 The new loan rate as reported by              4            Max length of 6               6
                              the Servicer.
-----------------------------------------------------------------------------------------------------------------------------------
ARM_INDEX_RATE                The index the Servicer is using to            4            Max length of 6               6
                              calculate a forecasted rate.
-----------------------------------------------------------------------------------------------------------------------------------
                              The borrower's actual principal
ACTL_BEG_PRIN_BAL             balance at the beginning of the               2            No commas(,) or               11
                              processing cycle.                                          dollar signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
                              The borrower's actual principal
ACTL_END_PRIN_BAL             balance at the end of the                     2            No commas(,) or               11
                              processing cycle.                                          dollar signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
BORR_NEXT_PAY_DUE_DATE        The date at the end of processing                          MM/DD/YYYY                    10
                              cycle that the borrower's next
                              payment is due to the Servicer, as
                              reported by Servicer.
-----------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_AMT_1               The first curtailment amount to be            2            No commas(,) or               11
                              applied.                                                   dollar signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_DATE_1              The curtailment date associated                            MM/DD/YYYY                    10
                              with the first curtailment amount.
-----------------------------------------------------------------------------------------------------------------------------------
                              The curtailment interest on the
CURT_ADJ_ AMT_1               first curtailment amount, if                  2            No commas(,) or               11
                              applicable.                                                dollar signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_AMT_2               The second curtailment amount to              2            No commas(,) or               11
                              be applied.                                                dollar signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_DATE_2              The curtailment date associated                            MM/DD/YYYY                    10
                              with the second curtailment amount.
-----------------------------------------------------------------------------------------------------------------------------------
                              The curtailment interest on the
CURT_ADJ_ AMT_2               second curtailment amount, if                 2            No commas(,) or               11
                              applicable.                                                dollar signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_AMT_3               The third curtailment amount to be            2            No commas(,) or               11
                              applied.                                                   dollar signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
SERV_CURT_DATE_3              The curtailment date associated                            MM/DD/YYYY                    10
                              with the third curtailment amount.
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(page)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                                        <C>               <C>                      <C>
                              The curtailment interest on the
CURT_ADJ_AMT_3                third curtailment amount, if                  2            No commas(,) or               11
                              applicable.                                                dollar signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
PIF_AMT                       The loan "paid in full" amount as             2            No commas(,) or               11
                              reported by the Servicer.                                  dollar signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
PIF_DATE                      The paid in full date as reported                          MM/DD/YYYY                    10
                              by the Servicer.
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                         Action Code Key:              2
                                                                                         15=Bankruptcy,
ACTION_CODE                   The standard FNMA numeric code                             30=Foreclosure, ,
                              used to indicate the                                       60=PIF,
                              default/delinquent status of a                             63=Substitution,
                              particular loan.                                           65=Repurchase,70=REO
-----------------------------------------------------------------------------------------------------------------------------------
INT_ADJ_AMT                   The amount of the interest                    2            No commas(,) or               11
                              adjustment as reported by the                              dollar signs ($)
                              Servicer.
-----------------------------------------------------------------------------------------------------------------------------------
SOLDIER_SAILOR_ADJ_AMT        The Soldier and Sailor Adjustment             2            No commas(,) or               11
                              amount, if applicable.                                     dollar signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
NON_ADV_LOAN_AMT              The Non Recoverable Loan Amount,              2            No commas(,) or               11
                              if applicable.                                             dollar signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
LOAN_LOSS_AMT                 The amount the Servicer is passing            2            No commas(,) or               11
                              as a loss, if applicable.                                  dollar signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
SCHED_BEG_PRIN_BAL            The scheduled outstanding                     2            No commas(,) or               11
                              principal amount due at the
                              beginning of the cycle date to be
                              passed through to investors.                               dollar signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
SCHED_END_PRIN_BAL            The scheduled principal balance               2            No commas(,) or               11
                              due to investors at the end of a                           dollar signs ($)
                              processing cycle.
-----------------------------------------------------------------------------------------------------------------------------------
SCHED_PRIN_AMT                The scheduled principal amount as             2            No commas(,) or               11
                              reported by the Servicer for the
                              current cycle -- only applicable
                              for Scheduled/Scheduled Loans.                             dollar signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
SCHED_NET_INT                 The scheduled gross interest                  2            No commas(,) or               11
                              amount less the service fee amount
                              for the current cycle as reported
                              by the Servicer -- only applicable
                              for Scheduled/Scheduled Loans.                             dollar signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
ACTL_PRIN_AMT                 The actual principal amount                   2            No commas(,) or               11
                              collected by the Servicer for the
                              current reporting cycle -- only
                              applicable for Actual/Actual Loans.                        dollar signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
                              The actual gross interest amount
                              less the service fee amount for
ACTL_NET_INT                  the current reporting cycle as                2            No commas(,) or               11
                              reported by the Servicer -- only                           dollar signs ($)
                              applicable for Actual/Actual Loans.
-----------------------------------------------------------------------------------------------------------------------------------
PREPAY_PENALTY_ AMT           The penalty amount received when a            2            No commas(,) or               11
                              borrower prepays on his loan as                            dollar signs ($)
                              reported by the Servicer.
-----------------------------------------------------------------------------------------------------------------------------------
PREPAY_PENALTY_ WAIVED        The prepayment penalty amount for             2            No commas(,) or               11
                              the loan waived by the servicer.                           dollar signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
MOD_DATE                      The Effective Payment Date of the                          MM/DD/YYYY                    10
                              Modification for the loan.
-----------------------------------------------------------------------------------------------------------------------------------
MOD_TYPE                      The Modification Type.                                     Varchar - value               30
                                                                                         can be alpha or
                                                                                         numeric
-----------------------------------------------------------------------------------------------------------------------------------
DELINQ_P&I_ADVANCE_AMT        The current outstanding principal             2            No commas(,) or               11
                              and interest advances made by                              dollar signs ($)
                              Servicer.
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(page)

                                   EXHIBIT H
                      REPORTING DATA FOR DEFAULTED LOANS

------------------------------------------------------------------------------
                 Standard File Layout - Delinquency Reporting
------------------------------------------------------------------------------

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
           Column/Header Name                                   Description                            Decimal      Format Comment
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                                                          <C>          <C>
SERVICER_LOAN_NBR                         A unique number assigned to a loan by the Servicer.
                                          This may be different than the LOAN_NBR
-----------------------------------------------------------------------------------------------------------------------------------
LOAN_NBR                                  A unique identifier assigned to each loan by the
                                          originator.
-----------------------------------------------------------------------------------------------------------------------------------
CLIENT_NBR                                Servicer Client Number
-----------------------------------------------------------------------------------------------------------------------------------
SERV_INVESTOR_NBR                         Contains a unique number as assigned by an external
                                          servicer to identify a group of loans in their system.
-----------------------------------------------------------------------------------------------------------------------------------
BORROWER_FIRST_NAME                       First Name of the Borrower.
-----------------------------------------------------------------------------------------------------------------------------------
BORROWER_LAST_NAME                        Last name of the borrower.
-----------------------------------------------------------------------------------------------------------------------------------
PROP_ADDRESS                              Street Name and Number of Property
-----------------------------------------------------------------------------------------------------------------------------------
PROP_STATE                                The state where the  property located.
-----------------------------------------------------------------------------------------------------------------------------------
PROP_ZIP                                  Zip code where the property is located.
-----------------------------------------------------------------------------------------------------------------------------------
BORR_NEXT_PAY_DUE_DATE                    The date that the borrower's next payment is due to                       MM/DD/YYYY
                                          the servicer at the end of processing cycle, as
                                          reported by Servicer.
-----------------------------------------------------------------------------------------------------------------------------------
LOAN_TYPE                                 Loan Type (i.e. FHA, VA, Conv)
-----------------------------------------------------------------------------------------------------------------------------------
BANKRUPTCY_FILED_DATE                     The date a particular bankruptcy claim was filed.                         MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
BANKRUPTCY_CHAPTER_CODE                   The chapter under which the bankruptcy was filed.
-----------------------------------------------------------------------------------------------------------------------------------
BANKRUPTCY_CASE_NBR                       The case number assigned by the court to the
                                          bankruptcy filing.
-----------------------------------------------------------------------------------------------------------------------------------
POST_PETITION_DUE_DATE                    The payment due date once the bankruptcy has been                         MM/DD/YYYY
                                          approved by the courts
-----------------------------------------------------------------------------------------------------------------------------------
BANKRUPTCY_DCHRG_DISM_DATE                The Date The Loan Is Removed From Bankruptcy. Either                      MM/DD/YYYY
                                          by Dismissal, Discharged and/or a Motion For Relief
                                          Was Granted.
-----------------------------------------------------------------------------------------------------------------------------------
LOSS_MIT_APPR_DATE                        The Date The Loss Mitigation Was Approved By The                          MM/DD/YYYY
                                          Servicer
-----------------------------------------------------------------------------------------------------------------------------------
LOSS_MIT_TYPE                             The Type Of Loss Mitigation Approved For A Loan Such
                                          As;
-----------------------------------------------------------------------------------------------------------------------------------
LOSS_MIT_EST_COMP_DATE                    The Date The Loss Mitigation /Plan Is Scheduled To                        MM/DD/YYYY
                                          End/Close
-----------------------------------------------------------------------------------------------------------------------------------
LOSS_MIT_ACT_COMP_DATE                    The Date The Loss Mitigation Is Actually Completed                        MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
FRCLSR_APPROVED_DATE                      The date DA Admin sends a letter to the servicer with                     MM/DD/YYYY
                                          instructions to begin foreclosure proceedings.
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(page)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                                                          <C>          <C>
ATTORNEY_REFERRAL_DATE                    Date File Was Referred To Attorney to Pursue                              MM/DD/YYYY
                                          Foreclosure
-----------------------------------------------------------------------------------------------------------------------------------
FIRST_LEGAL_DATE                          Notice of 1st legal filed by an Attorney in a                             MM/DD/YYYY
                                          Foreclosure Action
-----------------------------------------------------------------------------------------------------------------------------------
FRCLSR_SALE_EXPECTED_DATE                 The date by which a foreclosure sale is expected to                       MM/DD/YYYY
                                          occur.
-----------------------------------------------------------------------------------------------------------------------------------
FRCLSR_SALE_DATE                          The actual date of the foreclosure sale.                                  MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
FRCLSR_SALE_AMT                           The amount a property sold for at the foreclosure sale.         2         No commas(,)
                                                                                                                    or dollar
                                                                                                                    signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
EVICTION_START_DATE                       The date the servicer initiates eviction of the                           MM/DD/YYYY
                                          borrower.
-----------------------------------------------------------------------------------------------------------------------------------
EVICTION_COMPLETED_DATE                   The date the court revokes legal possession of the                        MM/DD/YYYY
                                          property from the borrower.
-----------------------------------------------------------------------------------------------------------------------------------
LIST_PRICE                                The price at which an REO property is marketed.                 2         No commas(,)
                                                                                                                    or dollar
                                                                                                                    signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
LIST_DATE                                 The date an REO property is listed at a particular                        MM/DD/YYYY
                                          price.
-----------------------------------------------------------------------------------------------------------------------------------
OFFER_AMT                                 The dollar value of an offer for an REO property.               2         No commas(,)
                                                                                                                    or dollar
                                                                                                                    signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
OFFER_DATE_TIME                           The date an offer is received by DA Admin or by the                       MM/DD/YYYY
                                          Servicer.
-----------------------------------------------------------------------------------------------------------------------------------
REO_CLOSING_DATE                          The date the REO sale of the property is scheduled to                     MM/DD/YYYY
                                          close.
-----------------------------------------------------------------------------------------------------------------------------------
REO_ACTUAL_CLOSING_DATE                   Actual Date Of REO Sale                                                   MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
OCCUPANT_CODE                             Classification of how the property is occupied.
-----------------------------------------------------------------------------------------------------------------------------------
PROP_CONDITION_CODE                       A code that indicates the condition of the property.
-----------------------------------------------------------------------------------------------------------------------------------
PROP_INSPECTION_DATE                      The date a  property inspection is performed.                             MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
APPRAISAL_DATE                            The date the appraisal was done.                                          MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
CURR_PROP_VAL                              The current "as is" value of the property based on             2
                                          brokers price opinion or appraisal.
-----------------------------------------------------------------------------------------------------------------------------------
REPAIRED_PROP_VAL                         The amount the property would be worth if repairs are           2
                                          completed pursuant to a broker's price opinion or
                                          appraisal.
-----------------------------------------------------------------------------------------------------------------------------------
If applicable:
-----------------------------------------------------------------------------------------------------------------------------------
DELINQ_STATUS_CODE                        FNMA Code Describing Status of Loan
-----------------------------------------------------------------------------------------------------------------------------------
DELINQ_REASON_CODE                        The circumstances which caused a borrower to stop
                                          paying on a loan.   Code indicates the reason why the
                                          loan is in default for this cycle.
-----------------------------------------------------------------------------------------------------------------------------------
MI_CLAIM_FILED_DATE                       Date Mortgage Insurance Claim Was Filed With Mortgage                     MM/DD/YYYY
                                          Insurance Company.
-----------------------------------------------------------------------------------------------------------------------------------
MI_CLAIM_AMT                              Amount of Mortgage Insurance Claim Filed                                  No commas(,)
                                                                                                                    or dollar
                                                                                                                    signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(page)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                                                          <C>          <C>
MI_CLAIM_PAID_DATE                        Date Mortgage Insurance Company Disbursed Claim Payment                   MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
MI_CLAIM_AMT_PAID                         Amount Mortgage Insurance Company Paid On Claim                 2         No commas(,)
                                                                                                                    or dollar
                                                                                                                    signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
POOL_CLAIM_FILED_DATE                     Date Claim Was Filed With Pool Insurance Company                          MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
POOL_CLAIM_AMT                            Amount of Claim Filed With Pool Insurance Company               2         No commas(,)
                                                                                                                    or dollar
                                                                                                                    signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
POOL_CLAIM_PAID_DATE                      Date Claim Was Settled and The Check Was Issued By The                    MM/DD/YYYY
                                          Pool Insurer
-----------------------------------------------------------------------------------------------------------------------------------
POOL_CLAIM_AMT_PAID                       Amount Paid On Claim By Pool Insurance Company                  2         No commas(,)
                                                                                                                    or dollar
                                                                                                                    signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
FHA_PART_A_CLAIM_FILED_DATE                Date FHA Part A Claim Was Filed With HUD                                 MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
FHA_PART_A_CLAIM_AMT                       Amount of FHA Part A Claim Filed                               2         No commas(,)
                                                                                                                    or dollar
                                                                                                                    signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
FHA_PART_A_CLAIM_PAID_DATE                 Date HUD Disbursed Part A Claim Payment                                  MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
FHA_PART_A_CLAIM_PAID_AMT                  Amount HUD Paid on Part A Claim                                2         No commas(,)
                                                                                                                    or dollar
                                                                                                                    signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
FHA_PART_B_CLAIM_FILED_DATE                 Date FHA Part B Claim Was Filed With HUD                                MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
FHA_PART_B_CLAIM_AMT                        Amount of FHA Part B Claim Filed                              2         No commas(,)
                                                                                                                    or dollar
                                                                                                                    signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
FHA_PART_B_CLAIM_PAID_DATE                   Date HUD Disbursed Part B Claim Payment                                MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
FHA_PART_B_CLAIM_PAID_AMT                  Amount HUD Paid on Part B Claim                                2         No commas(,)
                                                                                                                    or dollar
                                                                                                                    signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
VA_CLAIM_FILED_DATE                        Date VA Claim Was Filed With the Veterans Admin                          MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
VA_CLAIM_PAID_DATE                         Date Veterans Admin. Disbursed VA Claim Payment                          MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------------------------
VA_CLAIM_PAID_AMT                          Amount Veterans Admin. Paid on VA Claim                        2         No commas(,)
                                                                                                                    or dollar
                                                                                                                    signs ($)
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(page)

------------------------------------------------------------------------------
Exhibit 2: Standard File Codes - Delinquency Reporting
------------------------------------------------------------------------------
The Loss Mit Type field should show the approved Loss Mitigation Code as
follows:

      o ASUM-Approved Assumption
      o BAP-Borrower Assistance Program
      o CO-Charge Off
      o DIL-Deed-in-Lieu
      o FFA-Formal Forbearance Agreement
      o MOD-Loan Modification
      o PRE-Pre-Sale
      o SS-Short Sale
      o MISC-Anything else approved by the PMI or Pool Insurer

NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those
above, provided that they are consistent with industry standards.  If Loss
Mitigation Types other than those above are used, the Servicer must supply
Wells Fargo Bank with a description of each of the Loss Mitigation Types
prior to sending the file.
The Occupant Code field should show the current status of the property code
as follows:

      o Mortgagor
      o Tenant
      o Unknown
      o Vacant

The Property Condition field should show the last reported condition of the
property as follows:

      o Damaged
      o Excellent
      o Fair
      o Gone
      o Good
      o Poor
      o Special Hazard
      o Unknown

(page)

------------------------------------------------------------------------------
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
------------------------------------------------------------------------------

The FNMA Delinquent Reason Code field should show the Reason for Delinquency
as follows:

            --------------------------------------------------------
            Delinquency Code Delinquency Description
            --------------------------------------------------------
            001              FNMA-Death of principal mortgagor
            --------------------------------------------------------
            002              FNMA-Illness of principal mortgagor
            --------------------------------------------------------
            003              FNMA-Illness of mortgagor's family
                             member
            --------------------------------------------------------
            004              FNMA-Death of mortgagor's family
                             member
            --------------------------------------------------------
            005              FNMA-Marital difficulties
            --------------------------------------------------------
            006              FNMA-Curtailment of income
            --------------------------------------------------------
            007              FNMA-Excessive Obligation
            --------------------------------------------------------
            008              FNMA-Abandonment of property
            --------------------------------------------------------
            009              FNMA-Distant employee transfer
            --------------------------------------------------------
            011              FNMA-Property problem
            --------------------------------------------------------
            012              FNMA-Inability to sell property
            --------------------------------------------------------
            013              FNMA-Inability to rent property
            --------------------------------------------------------
            014              FNMA-Military Service
            --------------------------------------------------------
            015              FNMA-Other
            --------------------------------------------------------
            016              FNMA-Unemployment
            --------------------------------------------------------
            017              FNMA-Business failure
            --------------------------------------------------------
            019              FNMA-Casualty loss
            --------------------------------------------------------
            022              FNMA-Energy environment costs
            --------------------------------------------------------
            023              FNMA-Servicing problems
            --------------------------------------------------------
            026              FNMA-Payment adjustment
            --------------------------------------------------------
            027              FNMA-Payment dispute
            --------------------------------------------------------
            029              FNMA-Transfer of ownership pending
            --------------------------------------------------------
            030              FNMA-Fraud
            --------------------------------------------------------
            031              FNMA-Unable to contact borrower
            --------------------------------------------------------
            INC              FNMA-Incarceration
            --------------------------------------------------------

(page)

------------------------------------------------------------------------------
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
------------------------------------------------------------------------------

The FNMA Delinquent Status Code field should show the Status of Default as
follows:

               -------------------------------------------------------
                 Status Code    Status Description
               -------------------------------------------------------
                      09        Forbearance
               -------------------------------------------------------
                      17        Pre-foreclosure Sale Closing Plan
                                Accepted
               -------------------------------------------------------
                      24        Government Seizure
               -------------------------------------------------------
                      26        Refinance
               -------------------------------------------------------
                      27        Assumption
               -------------------------------------------------------
                      28        Modification
               -------------------------------------------------------
                      29        Charge-Off
               -------------------------------------------------------
                      30        Third Party Sale
               -------------------------------------------------------
                      31        Probate
               -------------------------------------------------------
                      32        Military Indulgence
               -------------------------------------------------------
                      43        Foreclosure Started
               -------------------------------------------------------
                      44        Deed-in-Lieu Started
               -------------------------------------------------------
                      49        Assignment Completed
               -------------------------------------------------------
                      61        Second Lien Considerations
               -------------------------------------------------------
                      62        Veteran's Affairs-No Bid
               -------------------------------------------------------
                      63        Veteran's Affairs-Refund
               -------------------------------------------------------
                      64        Veteran's Affairs-Buydown
               -------------------------------------------------------
                      65        Chapter 7 Bankruptcy
               -------------------------------------------------------
                      66        Chapter 11 Bankruptcy
               -------------------------------------------------------
                      67        Chapter 13 Bankruptcy
               -------------------------------------------------------
(page)

                                  EXHIBIT I
                    REPORTING DATA FOR REALIZED LOSSES AND GAINS

------------------------------------------------------------------------------
        Calculation of Realized Loss/Gain Form 332- Instruction Sheet
------------------------------------------------------------------------------

      NOTE:  Do not net or combine items.  Show all expenses individually and
      all credits as separate line items.  Claim packages are due on the
      remittance report date.  Late submissions may result in claims not
      being passed until the following month.  The Servicer is responsible to
      remit all funds pending loss approval and /or resolution of any
      disputed items.

                  The numbers on the 332 form correspond with the numbers
      listed below.
      Liquidation and Acquisition Expenses:
      1.    The Actual  Unpaid  Principal  Balance of the Mortgage  Loan.  For
documentation,   an  Amortization   Schedule  from  date  of  default  through
liquidation  breaking  out the net  interest and  servicing  fees  advanced is
required.

      2.    The Total Interest Due less the aggregate  amount of servicing fee
that  would  have been  earned  if all  delinquent  payments  had been made as
agreed.  For  documentation,  an  Amortization  Schedule  from date of default
through liquidation  breaking out the net interest and servicing fees advanced
is required.

      3.    Accrued Servicing Fees based upon the Scheduled  Principal Balance
of the Mortgage Loan as calculated on a monthly basis. For  documentation,  an
Amortization  Schedule from date of default through  liquidation  breaking out
the net interest and servicing fees advanced is required.

      4-12. Complete as applicable.  Required documentation:
            *  For taxes and insurance advances - see page 2 of 332 form -
            breakdown required showing period
            of coverage, base tax, interest, penalty.  Advances prior to
            default require evidence of servicer efforts to recover advances.
             *  For escrow advances - complete payment history
                (to calculate advances from last positive escrow balance
            forward)
            *  Other expenses -  copies of corporate advance history showing
            all payments
            *  REO repairs > $1500 require explanation
            *  REO repairs >$3000 require evidence of at least 2 bids.
            *  Short Sale or Charge Off require P&L supporting the decision
            and WFB's approved Officer Certificate
            *  Unusual or extraordinary items may require further
            documentation.
      4.    The total of lines 1 through 12.

      Credits:
      14-21.      Complete as applicable.  Required documentation:
            * Copy of the HUD 1 from the REO sale.  If a 3rd Party Sale, bid
            instructions and Escrow Agent / Attorney
(page)

               Letter of Proceeds Breakdown.
            *  Copy of EOB for any MI or gov't guarantee
            *  All other credits need to be clearly defined on the 332
            form
      5.    The total of lines 14 through 21.

      Please Note:      For HUD/VA loans, use line (18a) for Part A/Initial
                  proceeds and line (18b) for Part B/Supplemental proceeds.

      Total Realized Loss (or Amount of Any Gain)
      6.    The  total  derived  from  subtracting  line  22 from  13.  If the
amount represents a realized gain, show the amount in parenthesis (   ).

(page)

                  Calculation of Realized Loss/Gain Form 332

Prepared by:  __________________    Date:  _______________
Phone:  ______________________      Email Address:_____________________

______________________  ____________________________  __________________________
Servicer Loan No.           Servicer Name                  Servicer Address

______________________  ____________________________  __________________________

WELLS FARGO BANK, N.A. Loan No._____________________________

Borrower's Name: _________________________________________________________

Property Address: _________________________________________________________

Liquidation Type: REO Sale    3rd Party Sale    Short Sale    Charge Off

Was this loan granted a Bankruptcy deficiency or cramdown     Yes       No
If "Yes", provide deficiency or cramdown amount _______________________________

<TABLE>
<S>                                                       <C>
Liquidation and Acquisition Expenses:
(1)  Actual Unpaid Principal Balance of Mortgage Loan     $ ______________  (1)
(2)  Interest accrued at Net Rate                         ________________  (2)
(3)  Accrued Servicing Fees                               ________________  (3)
(4)  Attorney's Fees                                      ________________  (4)
(5)  Taxes (see page 2)                                   ________________  (5)
(6)  Property Maintenance                                 ________________  (6)
(7)  MI/Hazard Insurance Premiums (see page 2)            ________________  (7)
(8)  Utility Expenses                                     ________________  (8)
(9)  Appraisal/BPO                                        ________________  (9)
(10) Property Inspections                                 ________________  (10)
(11) FC Costs/Other Legal Expenses                        ________________  (11)
(12) Other (itemize)                                      ________________  (12)
         Cash for Keys________________________            ________________  (12)
         HOA/Condo Fees_______________________            ________________  (12)
         _____________________________________            ________________  (12)

         Total Expenses                                   $ ______________  (13)
Credits:
(14) Escrow Balance                                       $ ______________  (14)
(15) HIP Refund                                           ________________  (15)
(16) Rental Receipts                                      ________________  (16)
</TABLE>


(page)

<TABLE>
<S>                                                       <C>
(17) Hazard Loss Proceeds                                 ________________  (17)
(18) Primary Mortgage Insurance / Gov't Insurance         ________________  (18a) HUD Part A
                                                          ________________  (18b) HUD Part B
(19) Pool Insurance Proceeds                              ________________  (19)
(20) Proceeds from Sale of Acquired Property              ________________  (20)
(21) Other (itemize)                                      ________________  (21)
     _________________________________________            ________________  (21)

     Total Credits                                        $_______________  (22)
Total Realized Loss (or Amount of Gain)                   $_______________  (23)
</TABLE>

(page)

Escrow Disbursement Detail

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
      Type           Date Paid        Period of       Total Paid      Base Amount       Penalties        Interest
   (Tax /Ins.)                        Coverage
----------------------------------------------------------------------------------------------------------------------
<S>                  <C>              <C>             <C>             <C>               <C>              <C>

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
</TABLE>
(page)

                       MORTGAGE LOAN PURCHASE AGREEMENT

      This is a Purchase  Agreement  (the  "Agreement"),  dated as of April 1,
2006 by and between EMC Mortgage  Corporation,  having an office at 909 Hidden
Ridge Drive, Suite 200, Irving,  Texas 75038 (the "Purchaser") and Wells Fargo
Bank,  N.A.,  having an office at 1 Home Campus,  Des Moines,  Iowa 50328-0001
(the "Seller").

                             W I T N E S S E T H

      WHEREAS,  the  Seller  agrees  to  sell,  and the  Purchaser  agrees  to
purchase,  certain  mortgage  loans  (the  "Mortgage  Loans")  on a  servicing
retained basis as described herein:

      WHEREAS, the Mortgage Loans shall be delivered as whole loans;

      WHEREAS,   the  parties  intend  hereby  to  set  forth  the  terms  and
conditions upon which the proposed transactions will be effected.

      NOW  THEREFORE,   in  consideration  of  the  promises  and  the  mutual
agreements set forth herein, the parties hereto agree as follows:

      SECTION 1.   All  capitalized  terms not otherwise  defined  herein have
the  respective  meanings set forth in the Seller's  Warranties  and Servicing
Agreement,  dated  as of the  date  herewith  (the  "Seller's  Warranties  and
Servicing  Agreement").  The following terms are defined as follows (except as
otherwise agreed by the parties):

      Cut-off Date:                 April 1, 2006

      Closing Date:                 April 27, 2006

      First Remittance Date:        May 18, 2006

      Servicing Fee Rate:           0.250%

      SECTION 2.  Agreement to Purchase.  The Seller  agrees to sell,  and the
Purchaser  agrees to purchase,  Mortgage  Loans having an aggregate  principal
balance on the  Cut-off  Date in the amount  indicated  on the  Mortgage  Loan
Schedule or in such other amount as agreed by the  Purchaser and the Seller as
evidenced by the scheduled  principal  balance of the Mortgage  Loans accepted
by the  Purchaser on the Closing  Date.  The Mortgage  Loans will be delivered
pursuant  to a  Seller's  Warranties  and  Servicing  Agreement,  between  the
Purchaser and the Seller.

      SECTION 3.   Mortgage  Schedules.  The Seller has provided the Purchaser
with certain  information  constituting  a listing of the Mortgage Loans to be
purchased  under this Agreement (the "Mortgage Loan  Schedule")  substantially
in the form attached  hereto as Exhibit 1. The Mortgage  Loan  Schedule  shall
conform to the  definition  of  "Mortgage  Loan  Schedule"  under the Seller's
Warranties and Servicing Agreement.

(page)

      SECTION 4.  Purchase  Price.  The purchase  price for the Mortgage Loans
(the  "Purchase  Price")  shall  be  96.5625%,  multiplied  by  the  aggregate
principal  balance,  as of the Cut-off Date,  of the Mortgage  Loans listed on
the related Mortgage Loan Schedule,  after  application of scheduled  payments
of principal due on or before the Cut-off Date whether or not collected,  plus
accrued interest on each Mortgage,  at its respective  Mortgage  Interest Rate
from the Cut-off Date to and including, the day prior to the Closing Date.

      The  Purchaser  shall be entitled  to (1) all  scheduled  principal  due
after the Cut-off Date, (2) all other recoveries of principal  collected after
the Cut-off Date (provided,  however, that all scheduled payments of principal
due on or before  the  Cut-off  Date and  collected  by the  Seller  after the
Cut-off Date shall belong to the Seller),  and (3) all payments of interest on
the Mortgage  Loans at the Mortgage Loan  Remittance  Rate (minus that portion
of any such  payment  which is  allocable  to the period  prior to the Cut-off
Date).  The principal  balance of each Mortgage Loan as of the Cut-off Date is
determined  after  application  of payments of principal  due on or before the
Cut-off  Date  whether or not  collected.  Therefore,  payments  of  scheduled
principal  and  interest  prepaid for a due date beyond the Cut-off Date shall
not be applied to the principal  balance as of the Cut-off Date.  Such prepaid
amounts  (minus  interest at the  Servicing Fee Rate) shall be the property of
the  Purchaser.  The Seller shall  deposit any such  prepaid  amounts into the
Custodial  Account,  which  account  is  established  for the  benefit  of the
Purchaser for subsequent remittance by the Seller to the Purchaser.

      SECTION 5.  Examination  of Mortgage  Files.  Prior to the Closing Date,
the Seller shall (a) deliver to the Purchaser in escrow, for examination,  the
Mortgage File for each Mortgage  Loan,  including a copy of the  Assignment of
Mortgage,  pertaining  to each Mortgage  Loan, or (b) make the Mortgage  Files
available to the Purchaser  for  examination  at the Seller's  offices or such
other  location as shall  otherwise  be agreed upon by the  Purchaser  and the
Seller.  Such examination may be made by the Purchaser,  or by any prospective
purchaser  of the  Mortgage  Loans from the  Purchaser,  at any time before or
after the Closing Date upon prior  reasonable  notice to the Seller.  The fact
that the  Purchaser or any  prospective  purchaser  of the Mortgage  Loans has
conducted or has failed to conduct any partial or complete  examination of the
Mortgage Files shall not affect the  Purchaser's  (or any of its  successor's)
rights to demand  repurchase,  substitution  or other relief as provided under
the related Seller's Warranties and Servicing Agreement.

      Prior to Seller's  receipt of the Purchase  Price,  the Purchaser  shall
cause the  Custodian  to act as bailee for the sole and  exclusive  benefit of
the Seller  pursuant to the  Custodial  Agreement  and act only in  accordance
with Seller's  instructions.  Upon the Seller's receipt of the Purchase Price,
the Seller shall provide  notification  to the Custodian to release  ownership
of  the  Mortgage  Loan  Documents  specified  above  to the  Purchaser.  Such
notification  shall be in a form of a  written  notice by  facsimile  or other
electronic  media,  with a copy  sent  to the  Purchaser.  Subsequent  to such
release,  such Mortgage Loan Documents  shall be retained by the Custodian for
the  benefit  of  the  Purchaser.  All  Mortgage  Loan  Documents  related  to
Mortgage  Loans not purchased by the  Purchaser on the Closing Date,  shall be
maintained  by the  Custodian  for the  benefit  of the  Seller  and  shall be
returned to the Seller within two (2) Business Days after the Closing Date.

(page)

      SECTION 6.   Representations,  Warranties and Agreements of Seller.  The
Seller  agrees  and  acknowledges  that  it  shall,  as  a  condition  to  the
consummation   of   the   transactions    contemplated    hereby,   make   the
representations  and  warranties  specified  in  Section  3.01 and 3.02 of the
Seller's  Warranties  and Servicing  Agreement,  as of the Closing  Date.  The
meaning  of the  term  "Agreement"  as used in  Sections  3.01 and 3.02 of the
Seller's  Warranties  and Servicing  Agreement  shall include this  Agreement.
The Seller,  without conceding that the Mortgage Loans are securities,  hereby
makes the following  additional  representations,  warranties  and  agreements
which shall be deemed to have been made as of the Closing Date:

      a)    neither  the Seller nor anyone  acting on its behalf has  offered,
      transferred,  pledged, sold or otherwise disposed of any Mortgage Loans,
      any interest in any Mortgage Loans or any other similar  security to, or
      solicited  any  offer  to buy or  accept  a  transfer,  pledge  or other
      disposition  of any Mortgage  Loans,  any interest in any Mortgage Loans
      or  any  other  similar  security  from,  or  otherwise   approached  or
      negotiated  with  respect to any  Mortgage  Loans,  any  interest in any
      Mortgage  Loans or any other similar  security  with,  any Person in any
      manner,   or  made  any  general   solicitation   by  means  of  general
      advertising  or in any other  manner,  or taken any other  action  which
      would  constitute  a  distribution  of  the  Mortgage  Loans  under  the
      Securities  Act or which would  render the  disposition  of any Mortgage
      Loans  a  violation  of  Section  5 of the  Securities  Act  or  require
      registration  pursuant  thereto,  nor will it act, nor has it authorized
      or will it  authorize  any Person to act, in such manner with respect to
      the Mortgage Loans; and

      b)    the Seller  has not dealt with any broker or agent or anyone  else
      who might be entitled to a fee or  commission  in  connection  with this
      transaction other than the Purchaser.

      SECTION 7.   Representation,  Warranties  and  Agreement  of  Purchaser.
The  Purchaser,  without  conceding  that the Mortgage  Loans are  securities,
hereby makes the following representations,  warranties and agreements,  which
shall have been deemed to have been made as of the Closing Date.

      a)    the Purchaser  understands  that the Mortgage  Loans have not been
      registered under the Securities Act or the securities laws of any state;

      b)    the Purchaser is acquiring the Mortgage  Loans for its own account
      only and not for any other Person;

      c)    the  Purchaser  considers  itself  a  substantial,   sophisticated
      institutional   investor   having  such   knowledge  and  experience  in
      financial  and  business  matters that it is capable of  evaluating  the
      merits and risks of investment in the Mortgage Loans;

      d)    the Purchaser has been  furnished with all  information  regarding
      the  Mortgage  Loans  which  it has  requested  from the  Seller  or the
      Company; and

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      e)    neither the  Purchaser  nor anyone  acting on its behalf  offered,
      transferred,  pledged,  sold or otherwise disposed of any Mortgage Loan,
      any interest in any Mortgage Loan or any other  similar  security to, or
      solicited  any  offer  to buy or  accept  a  transfer,  pledge  or other
      disposition  of any Mortgage  Loan, any interest in any Mortgage Loan or
      any other similar  security from, or otherwise  approached or negotiated
      with respect to any Mortgage  Loan, any interest in any Mortgage Loan or
      any other similar  security with, any Person in any manner,  or made any
      general  solicitation  by means of general  advertising  or in any other
      manner,  or taken any other action which would constitute a distribution
      of the  Mortgage  Loans under the  Securities  Act or which would render
      the  disposition  of any  Mortgage  Loan a violation of Section 5 of the
      Securities Act or require  registration  pursuant  thereto,  nor will it
      act, nor has it  authorized  or will it authorize  any Person to act, in
      such manner with respect to the Mortgage Loans.

      SECTION 8.   Closing.  The  closing  for the  purchase  and  sale of the
Mortgage  Loans,  shall take place on the  Closing  Date.  At the  Purchaser's
option,  the Closing  shall be either:  by  telephone,  confirmed by letter or
wire as the parties shall agree; or conducted in person,  at such place as the
parties shall agree.

      The closing shall be subject to each of the following conditions:

      a)    all of the  representations  and  warranties  of the Seller  under
      this  Agreement  and  under  each  Seller's   Warranties  and  Servicing
      Agreement  shall be true and correct as of the Closing Date and no event
      shall have  occurred  which,  with notice or the passage of time,  would
      constitute a default  under this  Agreement or an Event of Default under
      the related Seller's Warranties and Servicing Agreement;

      b)    the Purchaser shall have received,  or the  Purchaser's  attorneys
      shall have  received in escrow,  all Closing  Documents  as specified in
      Section  9 of this  Agreement,  in such  forms  as are  agreed  upon and
      acceptable  to the  Purchaser,  duly executed by all  signatories  other
      than the Purchaser as required pursuant to the respective terms thereof;

      c)    the Seller  shall have  delivered  and  released to the  Custodian
      under the Seller's  Warranties  and  Servicing  Agreement  all documents
      required pursuant to the related Custodial Agreement; and

      d)    all other terms and conditions of this  Agreement  shall have been
      complied with.

      Subject to the  foregoing  conditions,  the  Purchaser  shall pay to the
Seller on the Closing Date the Purchase Price,  plus accrued interest pursuant
to Section 4 of this  Agreement,  by wire  transfer of  immediately  available
funds to the account designated by the Seller.

      SECTION 9.   Closing  Documents.  With  respect to the  Mortgage  Loans,
the  Closing  Documents  shall  consist  of fully  executed  originals  of the
following documents:

      1.    the Seller's Warranties and Servicing  Agreement,  dated as of the
            Cut-off Date, in two counterparts;

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      2.    this Agreement in two counterparts;

      3.    a copy of the Custodial  Agreement,  dated as of November 30, 1999
            by and between EMC Mortgage  Corporation as Owner, and Wells Fargo
            Bank,  N.A.  (formerly  Wells  Fargo  Bank  Minnesota,   N.A.)  as
            Custodian,  attached  to the  Seller's  Warranties  and  Servicing
            Agreement ;

      4.    the  Mortgage  Loan  Schedule,  one  copy to be  attached  to each
            counterpart of the Seller's Warranties and Servicing Agreement;

      5.    a Receipt  and  Certification,  as  required  under the  Custodial
            Agreement; and

      6.    an  Opinion of  Counsel  of the  Seller,  in the form of Exhibit 2
            hereto.

      SECTION 10.  Costs.  The  Purchaser  shall pay any  commissions  due its
salesmen,  the legal  fees and  expenses  of its  attorneys  and the costs and
expenses  associated  with the Custodian.  The Seller shall be responsible for
reasonable  costs  and  expenses   associated  with  any  preparation  of  the
assignments of mortgage.  All other costs and expenses  incurred in connection
with the  transfer  and delivery of the  Mortgage  Loans,  including  fees for
title policy  endorsements and  continuations  and the Seller's attorney fees,
shall be paid by the Seller.

      SECTION 11.  Servicing.  The  Mortgage  Loans  shall be  serviced by the
Seller in accordance with the terms of the applicable  Seller's Warranties and
Servicing   Agreement.   The  Seller  shall  be  entitled  to  servicing  fees
calculated as provided  therein,  at the Servicing Fee Rate shown on the first
page of this Agreement unless otherwise agreed by the parties.

      SECTION 12.  Financial  Statements.   The  Seller  understands  that  in
connection  with  the  Purchaser's   marketing  of  the  Mortgage  Loans,  the
Purchaser  may  request  from the Seller  and make  available  to  prospective
purchasers a  Consolidated  Statement of Operations of the Seller for the most
recently  completed  two fiscal  years  respecting  which such a statement  is
available,  as well as a Consolidated Statement of Condition at the end of the
last two fiscal years covered by such  Consolidated  Statement of  Operations.
The Purchaser,  upon request, shall also make available any comparable interim
statements to the extent any such  statements have been prepared by the seller
in a format  intended  or  otherwise  suitable  for the  public at large.  The
Seller,  upon request,  agrees to furnish  promptly to the Purchaser copies of
the  statements   specified  above.  The  Seller  shall  also  make  available
information  on its  servicing  performance  with  respect to loans in its own
mortgage banking  portfolio and loans serviced for others (if any),  including
foreclosure and delinquency ratios.

      The Seller also agrees to allow access to a  knowledgeable  (as shall be
determined by the Seller)  financial or accounting  officer for the purpose of
answering  questions  asked  by any  prospective  purchaser  regarding  recent
developments affecting the Seller or the financial statements of the Seller.

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      SECTION 13.  Mandatory  Delivery.  The sale and  delivery on the Closing
Date  of the  Mortgage  Loans  described  on the  Mortgage  Loan  Schedule  is
mandatory,  it being  specifically  understood  and agreed that each  Mortgage
Loan is unique and  identifiable on the date hereof and that an award of money
damages would be  insufficient  to compensate the Purchaser for the losses and
damages   incurred  by  the  Purchaser   (including   damages  to  prospective
purchasers  of the  Mortgage  Loans) in the event of the  Seller's  failure to
deliver  the  Mortgage  Loans on or before the  Closing  Date.  All rights and
remedies  of the  Purchaser  under  this  Agreement  are  distinct  from,  and
cumulative  with,  any other  rights  or  remedies  under  this  Agreement  or
afforded by law or equity and all such rights and  remedies  may be  exercised
concurrently, independently or successively.

      SECTION 14.  Notices.   All   demands,    notices   and   communications
hereunder  shall be in writing  and shall be deemed to have been duly given if
mailed, by registered or certified mail, return receipt  requested,  or, if by
other  means,  when  received by the other  party at the address  shown on the
first page hereof,  or such other address as may hereafter be furnished to the
other  party  by  like  notice.  Any  such  demand,  notice  of  communication
hereunder  shall be deemed to have been  received on the date  delivered to or
received  at the  premises  of the  addressee  (as  evidenced,  in the case of
registered or certified mail, by the date noted on the return receipt).

      SECTION 15.  Severability  Clause. Any part,  provision,  representation
or warranty of this Agreement  which is prohibited or which is held to be void
or  unenforceable  shall be ineffective  to the extent of such  prohibition or
unenforceability  without  invalidating the remaining  provisions  hereof. Any
part,  provision,  representation  or  warranty  of this  Agreement  which  is
prohibited  or  unenforceable  or is held to be void or  unenforceable  in any
jurisdiction shall be ineffective,  as to such jurisdiction,  to the extent of
such  prohibition  or  unenforceability  without  invalidating  the  remaining
provisions  hereof,  and  any  such  prohibition  or  unenforceability  in any
jurisdiction   as  to  any  Mortgage  Loan  shall  not  invalidate  or  render
unenforceable  such  provision  in  any  other  jurisdiction.  To  the  extent
permitted by  applicable  law, the parties  hereto waive any  provision of law
which  prohibits or renders void or  unenforceable  any provision  hereof.  If
the  invalidity  of any part,  provision,  representation  or warranty of this
Agreement  shall  deprive  any party of the  economic  benefit  intended to be
conferred by this Agreement,  the parties shall negotiate,  in good-faith,  to
develop a structure  the  economic  effect of which is as close as possible to
the economic effect of this Agreement without regard to such invalidity.

      SECTION 16.  Counterparts.    This    Agreement    may    be    executed
simultaneously  in any  number  of  counterparts.  Each  counterpart  shall be
deemed to be an original,  and all such counterparts  shall constitute one and
the same  instrument.  The parties  agree that this  Agreement  and  signature
pages  thereof may be  transmitted  between them by  facsimile  and that faxed
signatures may constitute  original signatures and that a faxed signature page
containing  the signature of an authorized  individual  (faxed or original) is
binding on the respective parties.

      SECTION 17.  Place of Delivery and Governing Law. This  Agreement  shall
be  construed  in  accordance  with the laws of the  State of New York and the
obligations,  rights and remedies of the parties hereunder shall be determined
in  accordance  with the laws of the State of New York,  except to the  extent
preempted by Federal Law.

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      Each of the Seller and the Purchaser hereby  knowingly,  voluntarily and
intentionally  waives  any and all  rights  it may  have to a trial by jury in
respect  of  any  litigation  based  on,  or  arising  out  of,  under,  or in
connection  with,  this  Agreement,  or any other  documents  and  instruments
executed in connection herewith, or any course of conduct,  course of dealing,
statements  (whether  oral  or  written),  or  actions  of the  Seller  or the
Purchaser.  This  provision  is a material  inducement  for the  Purchaser  to
enter into this Agreement.

      SECTION 18.  Further  Agreements.  The  Purchaser  and the  Seller  each
agree  to  execute  and  deliver  to  the  other  such  additional  documents,
instruments  or  agreements as may be necessary or  appropriate  to effectuate
the purposes of this Agreement.

      Without  limiting  the  generality  of the  foregoing,  the Seller shall
reasonably  cooperate  with the  Purchaser  in  connection  with  the  initial
resales  of the  Mortgage  Loans by the  Purchaser.  In that  connection,  the
Seller  shall  provide  to the  Purchaser:  (i) any and  all  information  and
appropriate  verification  of  information,  whether  through  letters  of its
auditors and counsel or otherwise,  as the Purchaser shall reasonably request,
and (ii) such additional representations,  warranties,  covenants, opinions of
counsel,  letters  from  auditors  and  certificates  of public  officials  or
officers of the Seller as are reasonably  believed  necessary by the Purchaser
in  connection  with  such  resales.  Prior  to  incurring  any  out-of-pocket
expenses pursuant to this paragraph,  the Seller shall notify the Purchaser in
writing  of  the  estimated  amount  of  such  expense.  The  Purchaser  shall
reimburse   the  Seller  for  any  such  expense   following  its  receipt  of
appropriate details thereof.

      SECTION 19.  Intention  of  the  Parties.  It is  the  intention  of the
parties  that the  Purchaser  is  purchasing,  and the Seller is  selling,  an
undivided  100%  ownership  interest  in the  Mortgage  Loans  and  not a debt
instrument  of the  Seller  or  another  security.  Accordingly,  the  parties
hereto each intend to treat the  transaction  for Federal  income tax purposes
as a sale by the Seller,  and a purchase  by the  Purchaser,  of the  Mortgage
Loans.  The  Purchaser  shall have the right to review the Mortgage  Loans and
the related  Mortgage Files to determine the  characteristics  of the Mortgage
Loans which shall  affect the Federal  income tax  consequences  of owning the
Mortgage Loans and the Seller shall  cooperate  with all  reasonable  requests
made by the Purchaser in the course of such review.

      SECTION 20.  Successors and Assigns;  Assignment of Purchase  Agreement.
This  Agreement  shall bind and inure to the benefit of and be  enforceable by
the Seller and the Purchaser and the respective  successors and assigns of the
Seller and the  Purchaser.  This Agreement  shall not be assigned,  pledged or
hypothecated  by the  Seller  to a third  party  without  the  consent  of the
Purchaser.

      SECTION 21.  Waivers;  Other  Agreements.  No term or  provision of this
Agreement may be waived or modified  unless such waiver or  modification is in
writing and signed by the party  against whom such waiver or  modification  is
sought to be enforced.

      SECTION  22.  Exhibits.  The  exhibits  to  this  Agreement  are  hereby
incorporated  and  made  a part  hereof  and  are an  integral  part  of  this
Agreement.

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      SECTION  23.  General  Interpretive  Principles.  For  purposes  of this
Agreement,  except as  otherwise  expressly  provided  or unless  the  context
otherwise requires:

      a)    the terms defined in this Agreement have the meanings  assigned to
      them in this  Agreement  and include the plural as well as the singular,
      and the use of any gender  herein  shall be deemed to include  the other
      gender;

      b)    accounting  terms not otherwise  defined  herein have the meanings
      assigned  to them  in  accordance  with  generally  accepted  accounting
      principles;

      c)    references  herein  to  "Articles",   "Sections",   "Subsections",
      "Paragraphs",  and other  subdivisions  without  reference to a document
      are to designated Articles, Sections, Subsections,  Paragraphs and other
      subdivisions of this Agreement;

      d)    a  reference  to  a  Subsection  without  further  reference  to a
      Section is a  reference  to such  Subsection  as  contained  in the same
      Section in which the reference  appears,  and this rule shall also apply
      to Paragraphs and other subdivisions;

      e)    the words  "herein",  "hereof",  "hereunder"  and  other  words of
      similar  import  refer  to  this  Agreement  as a  whole  and not to any
      particular provision; and

      f)    the term  "include" or "including"  shall mean without  limitation
      by reason of enumeration.

      SECTION  24.   Reproduction   of  Documents.   This  Agreement  and  all
documents  relating  thereto,  including,  without  limitation,  (a) consents,
waivers and  modifications  which may  hereafter  be executed,  (b)  documents
received  by  any  party  at  the  closing,  and  (c)  financial   statements,
certificates and other information  previously or hereafter furnished,  may be
reproduced by any photographic,  photostatic, microfilm, micro-card, miniature
photographic  or  other  similar  process.  The  parties  agree  that any such
reproduction  shall be  admissible  in evidence as the original  itself in any
judicial  or  administrative  proceeding,  whether or not the  original  is in
existence  and  whether  or not such  reproduction  was made by a party in the
regular  course of business,  and that any  enlargement,  facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.

                             [Signatures Follow]

(page)

      IN WITNESS  WHEREOF,  the Seller and the  Purchaser  have  caused  their
names  to be  signed  hereto  by  their  respective  officers  thereunto  duly
authorized as of the date first above written.

                                          EMC MORTGAGE CORPORATION
                                          (Purchaser)

                                          By: _____________________________
                                          Name: ___________________________
                                          Title: __________________________

                                          WELLS FARGO BANK, N.A.
                                          (Seller)

                                          By: _____________________________
                                          Name: ___________________________
                                          Title: __________________________

(page)

                                  EXHIBIT 1

                            MORTGAGE LOAN SCHEDULE

(page)

                                  EXHIBIT 2

                          FORM OF OPINION OF COUNSEL

@
@
@
@

Re:   Wells Fargo Bank, N.A.
      Mortgage Loan Series @

Dear Sir/Madam:

I am @ of Wells  Fargo  Bank,  N.A.  and have acted as counsel to Wells  Fargo
Bank,  N.A.  (the  "Company"),  with respect to certain  matters in connection
with the sale by the  Company of the  mortgage  loans  designated  as Mortgage
Loan  Series  @ (the  "Mortgage  Loans")  pursuant  to that  certain  Seller's
Warranties  and Servicing  Agreement  and Mortgage Loan Purchase  Agreement by
and between the Company  and @ (the  "Purchaser"),  dated as of @, 20__,  (the
"Agreements"),   which  sale  is  in  the  form  of  whole   Mortgage   Loans.
Capitalized  terms not otherwise defined herein have the meanings set forth in
the Seller's Warranties and Servicing Agreement.

I have examined the following documents:

1.    the Seller's Warranties and Servicing Agreement;

2.    the Mortgage Loan Purchase Agreement;

3.    the Custodial Agreement;

4.    the form of endorsement of the Mortgage Notes; and

5.    such other documents,  records and papers as I have deemed necessary and
      relevant as a basis for this opinion.

To the extent I have  deemed  necessary  and  proper,  I have  relied upon the
representations  and warranties of the Company contained in the Agreements.  I
have assumed the  authenticity of all documents  submitted to me as originals,
the genuineness of all  signatures,  the legal capacity of natural persons and
the conformity to the originals of all documents.

Based upon the foregoing, it is my opinion that;

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1.    The Company is a national banking  association  duly organized,  validly
      existing and in good standing under the laws of the United States.

2.    The Company has the power to engage in the transactions  contemplated by
      the  Agreements,  the  Custodial  Agreement  and  all  requisite  power,
      authority  and legal right to execute and  deliver the  Agreements,  the
      Custodial  Agreement and the Mortgage Loans,  and to perform and observe
      the terms and conditions of such instruments.

3.    Each  person  who,  as an officer or  attorney-in-fact  of the  Company,
      signed (a) the  Agreements,  each dated as of @,  20__,  by and  between
      the  Company and the  Purchaser,  and (b) any other  document  delivered
      prior  hereto  or on the date  hereof  in  connection  with the sale and
      servicing of the Mortgage Loans in accordance  with the Agreements  was,
      at the respective times of such signing and delivery,  and is, as of the
      date hereof,  duly elected or  appointed,  qualified  and acting as such
      officer  or  attorney-in-fact,   and  the  signatures  of  such  persons
      appearing on such documents are their genuine signatures.

4.    Each of the Agreements,  the Custodial Agreement and the Mortgage Loans,
      has been duly  authorized,  executed and delivered by the Company and is
      a legal, valid and binding agreement  enforceable in accordance with its
      terms,    subject   to   the   effect   of   insolvency,    liquidation,
      conservatorship  and other  similar  laws  administered  by the  Federal
      Deposit  Insurance  Corporation  affecting the  enforcement  of contract
      obligations  of  insured  banks and  subject to the  application  of the
      rules  of  equity,   including  those  respecting  the  availability  of
      specific  performance,  none of which will materially interfere with the
      realization of the benefits provided  thereunder or with the Purchaser's
      ownership of the Mortgage Loans.

5.    The Company  has been duly  authorized  to allow any of its  officers to
      execute any and all  documents  by original or  facsimile  signature  in
      order to complete the  transactions  contemplated  by the Agreements and
      the Custodial  Agreement and in order to execute the endorsements to the
      Mortgage Notes and the  assignments  of the Mortgages,  and the original
      or  facsimile  signature  of the  officer at the Company  executing  the
      Agreements,  the Custodial  Agreement,  the endorsements to the Mortgage
      Notes and the  assignments  of the  Mortgages  represents  the legal and
      valid signature of said officer of the Company.

6.    Either (i) no consent, approval,  authorization or order of any court or
      governmental agency or body is required for the execution,  delivery and
      performance  by the Company of or  compliance  by the  Company  with the
      Agreements,  the  Custodial  Agreement  or the sale and  delivery of the
      Mortgage Loans or the consummation of the  transactions  contemplated by
      the  Agreements  and  the  Custodial  Agreement;  or (ii)  any  required
      consent,  approval,  authorization  or order  has been  obtained  by the
      Company.

7.    Neither the  consummation of the  transactions  contemplated by, nor the
      fulfillment of the terms of the Agreements and the Custodial  Agreement,
      will  conflict  with or  results  in or will  result  in a breach  of or
      constitutes  or will  constitute a default  under the charter or by-laws
      of the  Company,  the  terms  of any  indenture  or other  agreement  or
      instrument  to which the  Company  is a party or by which it is bound or
      to  which it is  subject,  or  violates  any  statute  or  order,  rule,
      regulations,  writ,  injunction  or  decree of any  court,  governmental
      authority  or  regulatory  body to which the  Company  is  subject or by
      which it is bound.

(page)

8.    There is no action,  suit,  proceeding or  investigation  pending or, to
      the best of my knowledge,  threatened  against the Company which,  in my
      opinion,  either in any one instance or in the aggregate,  may result in
      any  material  adverse  change in the  business,  operations,  financial
      condition,  properties  or  assets  of the  Company  or in any  material
      impairment  of the  right  or  ability  of the  Company  to carry on its
      business  substantially as now conducted or in any material liability on
      the part of the Company or which would draw into  question  the validity
      of the Agreements,  and the Custodial Agreement,  or of any action taken
      or  to  be  taken  in  connection  with  the  transactions  contemplated
      thereby,  or which would be likely to impair  materially  the ability of
      the  Company  to  perform  under  the  terms of the  Agreements  and the
      Custodial Agreement.

9.    For  purposes  of the  foregoing,  I have  not  regarded  any  legal  or
      governmental  actions,  investigations or proceedings to be "threatened"
      unless the potential  litigant or governmental  authority has manifested
      to the legal  department  of the  Company or an  employee of the Company
      responsible  for the receipt of process a present  intention to initiate
      such  proceedings;  nor  have  I  regarded  any  legal  or  governmental
      actions,  investigations  or  proceedings  as  including  those that are
      conducted  by state or  federal  authorities  in  connection  with their
      routine  regulatory  activities.  The  sale of each  Mortgage  Note  and
      Mortgage  as  and in  the  manner  contemplated  by  the  Agreements  is
      sufficient  fully to  transfer  all  right,  title and  interest  of the
      Company  thereto as noteholder and  mortgagee,  apart from the rights to
      service the Mortgage Loans pursuant to the Agreements.

10.   The form of endorsement  that is to be used with respect to the Mortgage
      Loans is legally  valid and  sufficient  to duly  endorse  the  Mortgage
      Notes to the Purchaser.  Upon the  completion of the  endorsement of the
      Mortgage Notes and the  completion of the  assignments of the Mortgages,
      and the recording  thereof,  the endorsement of the Mortgage Notes,  the
      delivery  to  the  Custodian  of  the  completed   assignments   of  the
      Mortgages,  and the delivery of the original  endorsed Mortgage Notes to
      the  Custodian  would be  sufficient  to permit the entity to which such
      Mortgage Note is initially  endorsed at the Purchaser's  direction,  and
      to whom such  assignment  of  Mortgages  is  initially  assigned  at the
      Purchaser's  direction,  to avail  itself  of all  protection  available
      under  applicable  law  against  the  claims  of any  present  or future
      creditors of the Company,  and would be  sufficient to prevent any other
      sale,  transfer,  assignment,  pledge or  hypothecation of the Mortgages
      and the Mortgage Notes by the Company from being enforceable.

This  opinion is given to you for your sole  benefit,  and no other  person or
entity is entitled to rely hereon  except that the  purchaser or purchasers to
which you  initially and directly  resell the Mortgage  Loans may rely on this
opinion as if it were addressed to them as of its date.

Sincerely,

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