**EMC
      MORTGAGE CORPORATION**


Purchaser,





**FIRST
      TENNESSEE MORTGAGE SERVICES, INC.**


Servicer,





**FIRST
      HORIZON HOME LOAN CORPORATION**


Seller,





PURCHASE,
      WARRANTIES AND SERVICING AGREEMENT


Dated
      as
      of September 1, 2003

















(Fixed
      and Adjustable Rate Mortgage Loans)








**TABLE
      OF CONTENTS**


ARTICLE
                ISection
                1.01
            Defined
                TermsARTICLE
                IISection
                2.01
            Agreement
                to PurchaseSection
                2.02
            Purchase
                PriceSection
                2.03
            Servicing
                of Mortgage LoansSection
                2.04
            Record
                Title and Possession of Mortgage Files; Maintenance of Servicing
                FilesSection
                2.05
            Books
                and RecordsSection
                2.06
            Transfer
                of Mortgage LoansSection
                2.07
            Delivery
                of Mortgage Loan DocumentsSection
                2.08
            Quality
                Control ProceduresSection
                2.09
            Near-term
                Principal Prepayments; Near Term Payment DefaultsSection
                2.10
            Modification
                of ObligationsARTICLE
                IIISection
                3.01
            Representations
                and Warranties of the CompanySection
                3.02
            Representations
                and Warranties as to Individual Mortgage LoansSection
                3.03
            Repurchase;
                SubstitutionSection
                3.04
            Representations
                and Warranties of the PurchaserARTICLE
                IVSection
                4.01
            Company
                to Act as ServicerSection
                4.02
            Collection
                of Mortgage Loan PaymentsSection
                4.03
            Realization
                Upon Defaulted Mortgage LoansSection
                4.04
            Establishment
                of Custodial Accounts; Deposits in Custodial AccountsSection
                4.05
            Permitted
                Withdrawals from the Custodial AccountSection
                4.06
            Establishment
                of Escrow Accounts; Deposits in Escrow AccountsSection
                4.07
            Permitted
                Withdrawals From Escrow AccountSection
                4.08
            Payment
                of Taxes, Insurance and Other Charges; Maintenance of Primary Mortgage
                Insurance Policies; Collections ThereunderSection
                4.09
            Transfer
                of AccountsSection
                4.10
            Maintenance
                of Hazard InsuranceSection
                4.11
            Maintenance
                of Mortgage Impairment Insurance PolicySection
                4.12
            Fidelity
                Bond, Errors and Omissions InsuranceSection
                4.13
            Title,
                Management and Disposition of REO PropertySection
                4.14
            Notification
                of Maturity DateARTICLE
                VSection
                5.01
            DistributionsSection
                5.02
            Statements
                to the PurchaserSection
                5.03
            Monthly
                Advances by the CompanySection
                5.04
            Liquidation
                ReportsARTICLE
                VISection
                6.01
            Assumption
                AgreementsSection
                6.02
            Satisfaction
                of Mortgages and Release of Mortgage FilesSection
                6.03
            Servicing
                CompensationSection
                6.04
            Annual
                Statement as to ComplianceSection
                6.05
            Annual
                Independent Certified Public Accountants’ Servicing
                ReportSection
                6.06
            Purchaser’s
                Right to Examine Company RecordsARTICLE
                VIISection
                7.01
            Company
                Shall Provide Information as Reasonably RequiredARTICLE
                VIIISection
                8.01
            Indemnification;
                Third Party ClaimsSection
                8.02
            Merger
                or Consolidation of the CompanySection
                8.03
            Limitation
                on Liability of the Company and OthersSection
                8.04
            Company
                Not to Assign or ResignSection
                8.05
            No
                Transfer of ServicingARTICLE
                IXSection
                9.01
            Events
                of DefaultSection
                9.02
            Waiver
                of DefaultsARTICLE
                XSection
                10.01
            TerminationSection
                10.02
            Termination
                without causeARTICLE
                XISection
                11.01
            Successor
                to the CompanySection
                11.02
            AmendmentSection
                11.03
            Recordation
                of AgreementSection
                11.04
            Governing
                LawSection
                11.05
            NoticesSection
                11.06
            Severability
                of ProvisionsSection
                11.07
            ExhibitsSection
                11.08
            General
                Interpretive PrinciplesSection
                11.09
            Reproduction
                of DocumentsSection
                11.10
            Confidentiality
                of InformationSection
                11.11
            Recordation
                of Assignment of MortgageSection
                11.12
            Assignment
                by PurchaserSection
                11.13
            No
                PartnershipSection
                11.14
            Execution:
                Successors and AssignsSection
                11.15
            Entire
                AgreementSection
                11.16
            No
                SolicitationSection
                11.17
            ClosingSection
                11.18
            Cooperation
                of Company with ReconstitutionEXHIBITSA
            Contents
                of Mortgage FileB
            Custodial
                Account Letter AgreementC
            Escrow
                Account Letter AgreementD
            Form
                of Assignment, Assumption and Recognition AgreementE
            Form
                of Trial BalanceF
            [reserved]G
            Request
                for Release of Documents and ReceiptH
            Company’s
                Underwriting GuidelinesI
            Form
                of Term Sheet



















This
      is a
      Purchase, Warranties and Servicing Agreement, dated as of September 1, 2003
      and
      is executed among EMC MORTGAGE CORPORATION, as Purchaser, with offices located
      at Mac Arthur Ridge II, 909 Hidden Ridge Drive, Suite 200, Irving, Texas 75038
      (the "Purchaser"), FIRST TENNESSEE MORTGAGE SERVICES, INC., as servicer (the
      “Servicer”) with offices located at 4000
      Horizon Way, Irving, Texas 75063 and FIRST HORIZON HOME LOAN CORPORATION, as
      seller (the “Seller”) with offices located at 4000 Horizon Way, Irving, Texas
      75063 (the Servicer and the Seller together referred to as the
      "Company").





W  I  T  N  E  S  S  E  T  H :





WHEREAS,
      the Purchaser has heretofore agreed to purchase from the Company and the Company
      has heretofore agreed to sell to the Purchaser, from time to time, certain
      Mortgage Loans on a servicing retained basis;





WHEREAS,
      each of the Mortgage Loans is secured by a mortgage, deed of trust or other
      security instrument creating a first lien on a residential dwelling located
      in
      the jurisdiction indicated on the Mortgage Loan Schedule, which is annexed
      to
      the related Term Sheet; and





WHEREAS,
      the Purchaser and the Company wish to prescribe the representations and
      warranties of the Company with respect to itself and the Mortgage Loans and
      the
      management, servicing and control of the Mortgage Loans;





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











ARTICLE
      I





DEFINITIONS





Section
      1.01 Defined
      Terms .





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





Accepted
      Servicing Practices :
      With
      respect to any Mortgage Loan, those mortgage servicing practices (including
      collection procedures) of prudent mortgage banking institutions which service
      mortgage loans of the same type as such Mortgage Loan in the jurisdiction where
      the related Mortgaged Property is located, and which are in accordance with
      Fannie Mae servicing practices and procedures, for MBS pool mortgages, as
      defined in the Fannie Mae Guides including future updates.





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





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





Appraised
      Value :
      With
      respect to any Mortgaged Property, the value thereof as determined by an
      appraisal made for the originator of the Mortgage Loan at the time of
      origination of the Mortgage Loan by an appraiser who met the requirements of
      the
      Company and Fannie Mae.





Assignment :
      An
      individual assignment of the Mortgage, notice of transfer or equivalent
      instrument, in recordable form, sufficient under the laws of the jurisdiction
      wherein the related Mortgaged Property is located to reflect of record the
      sale
      or transfer of the Mortgage Loan.




BIF :
      The
      Bank Insurance Fund, or any successor thereto.





Business
      Day :
      Any day
      other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the State
      of
      New York or State of Texas, or (iii) a day on which banks in the State of New
      York or State of Texas are authorized or obligated by law or executive order
      to
      be closed.





Closing
      Date :
      With
      respect to any Mortgage Loan, the date stated on the related Term Sheet.




Code :   The
      Internal Revenue Code of 1986, or any successor statute thereto.





Company :  Reference
      to the Seller and Servicer.





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) at the request of a Mortgagor for the purpose of
      canceling a Primary Mortgage Insurance Policy in accordance with federal, state
      and local laws and regulations or otherwise made at the request of the Company
      or Mortgagor.





Current
      LTV :  The
      ratio
      of the Stated Principal Balance of a Mortgage Loan to the Current Appraised
      Value of the Mortgaged Property.





Custodial
      Account :
      Each
      separate demand account or accounts created and maintained pursuant to Section
      4.04 which shall be entitled "[_____________________], in trust for the
      [Purchaser], Owner of Adjustable Rate Mortgage Loans" and shall be established
      in an Eligible Account, in the name of the Person that is the "Purchaser" with
      respect to the related Mortgage Loans.




Custodian :
      With
      respect to any Mortgage Loan, the entity stated on the related Term Sheet,
      and
      its successors and assigns, as custodian for the Purchaser.





Cut-off
      Date :
      With
      respect to any Mortgage Loan, the date stated on the related Term Sheet.





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





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





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





Eligible
      Account :
      An
      account established and maintained: (i) within FDIC insured accounts created,
      maintained and monitored by the Company so that all funds deposited therein
      are
      fully insured, or (ii) as a trust account with the corporate trust department
      of
      a depository institution or trust company organized under the laws of the United
      States of America or any one of the states thereof or the District of Columbia
      which is not affiliated with the Company (or any sub-servicer) or (iii) with
      an
      entity which is an institution whose deposits are insured by the FDIC, the
      unsecured and uncollateralized long-term debt obligations of which shall be
      rated “A2” or higher by Standard & Poor’s and “A” or higher by Fitch, Inc.
      or one of the two highest short-term ratings by any applicable Rating Agency,
      and which is either (a) a federal savings association duly organized, validly
      existing and in good standing under the federal banking laws, (b) an institution
      duly organized, validly existing and in good standing under the applicable
      banking laws of any state, (c) a national banking association under the federal
      banking laws, or (d) a principal subsidiary of a bank holding company, or (iv)
      if ownership of the Mortgage Loans is evidenced by mortgaged-backed securities,
      the equivalent required ratings of each Rating Agency, and held such that the
      rights of the Purchaser and the owner of the Mortgage Loans shall be fully
      protected against the claims of any creditors of the Company (or any
      sub-servicer) and of any creditors or depositors of the institution in which
      such account is maintained or (v) in a separate non-trust account without FDIC
      or other insurance in an Eligible Institution. In the event that a Custodial
      Account is established pursuant to clause (iii), (iv) or (v) of the preceding
      sentence, the Company shall provide the Purchaser with written notice on the
      Business Day following the date on which the applicable institution fails to
      meet the applicable ratings requirements.





Eligible
      Institution :  An
      institution having (i) the highest short-term debt rating, and one of the two
      highest long-term debt ratings of each Rating Agency; or (ii) with respect
      to
      any Custodial Account, an unsecured long-term debt rating of at least one of
      the
      two highest unsecured long-term debt ratings of each Rating Agency.





Equity
      Take-Out Refinanced Mortgage Loan :
      A
      Refinanced Mortgage Loan the proceeds of which were in excess of the outstanding
      principal balance of the existing mortgage loan as defined in the Fannie Mae
      Guide(s).





Escrow
      Account :
      Each
      separate trust account or accounts created and maintained pursuant to Section
      4.06 which shall be entitled "[__________________], in trust for the
      [Purchaser], Owner of Adjustable Rate Mortgage Loans, and various Mortgagors"
      and shall be established in an Eligible Account, in the name of the Person
      that
      is the "Purchaser" with respect to the related Mortgage Loans.





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





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





Fannie
      Mae :  The
      Federal National Mortgage Association, or any successor thereto.





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





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





FHLMC :
      The
      Federal Home Loan Mortgage Corporation, or any successor thereto.





FHLMC
      Guide :
      The
      FHLMC Single Family Seller/Servicer Guide and all amendments or additions
      thereto.





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





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





First
      Remittance Date :
      With
      respect to any Mortgage Loan, the Remittance Date occurring in the month
      following the month in which the related Closing Date occurs.





GAAP :
      Generally accepted accounting principles, consistently applied.





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





Index :
      With
      respect to any adjustable rate Mortgage Loan, the index identified on the
      Mortgage Loan Schedule and set forth in the related Mortgage Note for the
      purpose of calculating the interest rate thereon.





Initial
      Rate Cap :  As
      to
      each adjustable rate Mortgage Loan, where applicable, the maximum increase
      or
      decrease in the Mortgage Interest Rate on the first Adjustment
      Date.





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





Lifetime
      Rate Cap :
      As to
      each adjustable rate Mortgage Loan, the maximum Mortgage Interest Rate over
      the
      term of such Mortgage Loan.





Liquidation
      Proceeds :
      Cash
      received in connection with the liquidation of a defaulted Mortgage Loan,
      whether through the sale or assignment of such Mortgage Loan, trustee's sale,
      foreclosure sale or otherwise.





Loan-to-Value
      Ratio or LTV :
      With
      respect to any Mortgage Loan, the ratio of the original outstanding principal
      amount of the Mortgage Loan, to (i) the Appraised Value of the Mortgaged
      Property as of the Origination Date with respect to a Refinanced Mortgage Loan,
      and (ii) the lesser of the Appraised Value of the Mortgaged Property as of
      the
      Origination Date or the purchase price of the Mortgaged Property with respect
      to
      all other Mortgage Loans.





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





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 which
      is
      payable by a Mortgagor under the related Mortgage Note.





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





Mortgage
      File :
      The
      mortgage documents pertaining to a particular Mortgage Loan which are specified
      in Exhibit A hereto and any additional documents required to be added to the
      Mortgage File pursuant to this Agreement.





Mortgage
      Impairment Insurance Policy :
      A
      mortgage impairment or blanket hazard insurance policy as described in Section
      4.11.





Mortgage
      Interest Rate :
      The
      annual rate at which interest accrues on any Mortgage Loan, which may be
      adjusted from time to time for an adjustable rate Mortgage Loan, in accordance
      with the provisions of the related Mortgage Note.





Mortgage
      Loan :
      An
      individual mortgage loan which is the subject of this Agreement, each Mortgage
      Loan originally sold and subject to this Agreement being identified on the
      Mortgage Loan Schedule attached to the related Term Sheet, which Mortgage Loan
      includes without limitation the Mortgage File, the Monthly Payments, Principal
      Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds,
      REO Disposition Proceeds, and all other rights, benefits, proceeds and
      obligations arising from or in connection with such Mortgage Loan, excluding
      replaced or repurchased mortgage loans.





Mortgage
      Loan Documents :
      The
      documents listed in Exhibit A .





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





Mortgage
      Loan Schedule :
      The
      schedule of Mortgage Loans annexed to the related Term Sheet, such schedule
      setting forth the following information with respect to each Mortgage Loan
      in
      the related Mortgage Loan Package:





(1)  the
      Company's Mortgage Loan identifying number;





(2)  the
      Mortgagor's first and last name;





(3)  the
      street address of the Mortgaged Property including the city, state and zip
      code;





(4)  a
      code
      indicating whether the Mortgaged Property is owner-occupied, a second home
      or an
      investor property;





(5)  the
      type
      of residential property constituting the Mortgaged Property;





(6) the
      original months to maturity of the Mortgage Loan;





(7)  the
      remaining months to maturity from the related Cut-off Date, based on the
      original amortization schedule and, if different, the maturity expressed in
      the
      same manner but based on the actual amortization schedule;





(8)  the
      Sales
      Price, if applicable, Appraised Value and Loan-to-Value Ratio, at
      origination;





(9)  the
      Mortgage Interest Rate as of origination and as of the related Cut-off Date;
      with respect to each adjustable rate Mortgage Loan, the initial Adjustment
      Date,
      the next Adjustment Date immediately following the related Cut-off Date, the
      Index, the Margin, the Initial Rate Cap, if any, Periodic Rate Cap, if any,
      minimum Mortgage Interest Rate under the terms of the Mortgage Note and the
      Lifetime Rate Cap;





(10)  the
      Origination Date of the Mortgage Loan;





(11)  the
      stated maturity date;





(12)  the
      amount of the Monthly Payment at origination;





(13)  the
      amount of the Monthly Payment as of the related Cut-off Date;





(14)  the
      original principal amount of the Mortgage Loan;





(15)  the
      scheduled Stated Principal Balance of the Mortgage Loan as of the close of
      business on the related Cut-off Date, after deduction of payments of principal
      due on or before the related Cut-off Date whether or not collected;





(16)  a
      code
      indicating the purpose of the Mortgage Loan (i.e., purchase, rate and term
      refinance, equity take-out refinance);





(17)  a
      code
      indicating the documentation style (i.e. full, alternative, etc.);





(18)  the
      number of times during the twelve (12) month period preceding the related
      Closing Date that any Monthly Payment has been received after the month of
      its
      scheduled due date;





(19)  the
      date
      on which the first payment is or was due;





(20) a
      code indicating whether or not the Mortgage Loan is the subject of a Primary
      Mortgage Insurance Policy and the name of the related insurance carrier;





(21)  a
      code
      indicating whether or not the Mortgage Loan is currently convertible and the
      conversion spread;





(22)  the
      last
      Due Date on which a Monthly Payment was actually applied to the unpaid principal
      balance of the Mortgage Loan.





(23)  product
      type (i.e. fixed, adjustable, 3/1, 5/1, etc.);





(24) credit
      score and/or mortgage score, if applicable;





(25)  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;





(26)  a
      code
      indicating whether or not the Mortgage Loan has a prepayment penalty and if
      so,
      the amount and term thereof; and





(27)  the
      Current Appraised Value of the Mortgage Loan and Current LTV, if
      applicable.





With
      respect to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule
      attached to the related Term Sheet shall set forth the following information,
      as
      of the related Cut-off Date:





(1)  the
      number of Mortgage Loans;





(2)  the
      current aggregate outstanding principal balance of the Mortgage
      Loans;





(3)  the
      weighted average Mortgage Interest Rate of the Mortgage Loans;





(4)  the
      weighted average maturity of the Mortgage Loans; and





(5)  the
      weighted average months to next Adjustment Date;




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





Mortgaged
      Property :
      The
      underlying real property securing repayment of a Mortgage Note, consisting
      of a
      single parcel of real estate considered to be real estate under the laws of
      the
      state in which such real property is located which may include condominium
      units
      and planned unit developments, improved by a residential dwelling; except that
      with respect to real property located in jurisdictions in which the use of
      leasehold estates for residential properties is a widely-accepted practice,
      a
      leasehold estate of the Mortgage, the term of which is equal to or longer than
      the term of the Mortgage.





Mortgagor :
      The
      obligor on a Mortgage Note.





Nonrecoverable
      Advance: Any
      portion of a Monthly Advance or Servicing Advance previously made or proposed
      to
      be made by the Company pursuant to this Agreement, that, in the good faith
      judgment of the Company, will not or, in the case of a proposed advance, would
      not, be ultimately recoverable by it from the related Mortgagor or the related
      Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds or otherwise
      with respect to the related Mortgage Loan.





OCC :
      Office
      of the Comptroller of the Currency, or any successor thereto.





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





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





Origination
      Date :
      The
      date on which a Mortgage Loan funded, which date shall not, in connection with
      a
      Refinanced Mortgage Loan, be the date of the funding of the debt being
      refinanced, but rather the closing of the debt currently outstanding under
      the
      terms of the Mortgage Loan Documents.





OTS :
      Office
      of Thrift Supervision, or any successor thereto.





Periodic
      Rate Cap :
      As to
      each adjustable rate Mortgage Loan, the maximum increase or decrease in the
      Mortgage Interest Rate on any Adjustment Date, as set forth in the related
      Mortgage Note and the related Mortgage Loan Schedule.





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





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





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





(iii)
                repurchase obligations with a term not to exceed thirty (30) days
                and with
                respect to (a) any security described in clause (i) above and entered
                into
                with a depository institution or trust company (acting as principal)
                described in clause (ii)(a) above;





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





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





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





(vii)
                any money market funds the collateral of which consists of obligations
                fully guaranteed by the United States of America or any agency or
                instru-ment-al-ity of the United States of America the obligations
                of
                which are backed by the full faith and credit of the United States
                of
                America (which may include repurchase obligations secured by collateral
                described in clause (i)) and other securities and which money market
                funds
                are rated in one of the two highest rating categories by each Rating
                Agency.





provided , however ,
      that no
      instrument or security shall be a Permitted Investment if such instrument or
      security evidences a right to receive only interest payments with respect to
      the
      ob-li-ga-tions underlying such instrument or if such security provides for
      payment of both principal and interest with a yield to matur-ity in excess
      of
      120% of the yield to maturity at par or if such investment or security is
      purchased at a price greater than par.





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





Prepayment
      Interest Shortfall :
      With
      respect to any Remittance Date, for each Mortgage Loan that was the subject
      of a
      Principal Prepayment during the related Prepayment Period, an amount equal
      to
      the excess of one month’s interest at the applicable Mortgage Loan Remittance
      Rate on the amount of such Principal Prepayment over the amount of interest
      (adjusted to the Mortgage Loan Remittance Rate) actually paid by the related
      Mortgagor with respect to such Prepayment Period.





Prepayment
      Period :  With
      respect to any Remittance Date, the calendar month preceding the month in which
      such Remittance Date occurs.





Primary
      Mortgage Insurance Policy :
      Each
      primary policy of mortgage insurance represented to be in effect pursuant to
      Section 3.02(hh), or any replacement policy therefor obtained by the Company
      pursuant to Section 4.08.





Prime
      Rate :
      The
      prime rate announced to be in effect from time to time as published as the
      average rate in the Wall Street Journal (Northeast Edition).





Principal
      Prepayment :
      Any
      payment or other recovery of principal on a Mortgage Loan full or partial which
      is received in advance of its scheduled Due Date, including any prepayment
      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 related Mortgaged Property or in any loan made on the security
      thereof, and whose compensation is not affected by the approval or disapproval
      of the Mortgage Loan, and such appraiser and the appraisal made by such
      appraiser both satisfy the requirements of Title XI of FIRREA and the
      regulations promulgated thereunder and the requirements of Fannie Mae, all
      as in
      effect on the date the Mortgage Loan was originated.





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





Rating
      Agency :
      Standard & Poor's, Fitch, Inc. or, in the event that some or all of the
      ownership of the Mortgage Loans is evidenced by mortgage-backed securities,
      the
      nationally recognized rating agencies issuing ratings with respect to such
      securities, if any.




Refinanced
      Mortgage Loan :
      A
      Mortgage Loan which was made to a Mortgagor who owned the Mortgaged Property
      prior to the origination of such Mortgage Loan and the proceeds of which were
      used in whole or part to satisfy an existing mortgage.





REMIC: A "real
      estate mortgage investment conduit," as such term is defined in Section 860D
      of
      the Code.





REMIC
      Provisions: The
      provisions of the federal income tax law relating to REMICs, which appear at
      Sections 860A through 860G of the Code, and the related provisions and
      regulations promulgated thereunder, as the foregoing may be in effect from
      time
      to time.





Remittance
      Date :
      The
      18th day of any month, beginning with the First Remittance Date, or if such
      18th
      day is not a Business Day, the first Business Day immediately preceding such
      18th day.





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





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





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





Repurchase
      Price :
      With
      respect to any Mortgage Loan, a price equal to (i) the product of the greater
      of
      100% or the percentage of par as stated in the Confirmation multiplied by the
      Stated Principal Balance
      of such Mortgage Loan on the repurchase date, plus
      (ii)
      interest on such outstanding principal balance at the Mortgage Loan Remittance
      Rate from the last date through which interest has been paid and distributed
      to
      the Purchaser to the end of the month of repurchase, 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.





Sales
      Price :  With
      respect to any Mortgage Loan the proceeds of which were used by the Mortgagor
      to
      acquire the related Mortgaged Property, the amount paid by the related Mortgagor
      for such Mortgaged Property.





Seller :  First
      Horizon Home Loan Corporation, its successors in interest and assigns, as
      permitted by this Agreement.





Servicer :
      First
      Tennessee Mortgage Services, Inc., its successors in interest and assigns,
      as
      permitted by this Agreement.





Servicing
      Advances :
      All
      customary, reasonable and necessary "out of pocket" costs and expenses
      (including reasonable attorneys' fees and disbursements) incurred in the
      performance by the Company of its servicing obligations, including, but not
      limited to, the cost of (a) the preservation, restoration and protection of
      the
      Mortgaged Property, (b) any enforcement, administrative or judicial proceedings,
      or any legal work or advice specifically related to servicing the Mortgage
      Loans, including but not limited to, foreclosures, bankruptcies, condemnations,
      drug seizures, elections, foreclosures by subordinate or superior lienholders,
      and other legal actions incidental to the servicing of the Mortgage Loans
      (provided that such expenses are reasonable and that the Company specifies
      the
      Mortgage Loan(s) to which such expenses relate and, upon Purchaser’s request,
      provides documentation supporting such expense (which documentation would be
      acceptable to Fannie Mae), and provided further that any such enforcement,
      administrative or judicial proceeding does not arise out of a breach of any
      representation, warranty or covenant of the Company hereunder), (c) the
      management and liquidation of the Mortgaged Property if the Mortgaged Property
      is acquired in full or partial satisfaction of the Mortgage, (d) taxes,
      assessments, water rates, sewer rates and other charges which are or may become
      a lien upon the Mortgaged Property, and Primary Mortgage Insurance Policy
      premiums and fire and hazard insurance coverage, (e) any expenses reasonably
      sustained by the Company with respect to the liquidation of the Mortgaged
      Property in accordance with the terms of this Agreement and (f) compliance
      with
      the obligations under Section 4.08.





Servicing
      Fee :
      With
      respect to each Mortgage Loan, the amount of the annual fee the Purchaser shall
      pay to the Company, which shall, for a period of one full month, be equal to
      one-twelfth of the product of (a) the Servicing Fee Rate and (b) the outstanding
      principal balance of such Mortgage Loan. Such fee shall be payable monthly,
      computed on the basis of the same principal amount and period respecting which
      any related interest payment on a Mortgage Loan is computed. The obligation
      of
      the Purchaser to pay the Servicing Fee is limited to, and the Servicing Fee
      is
      payable solely from, the interest portion of such Monthly Payment collected
      by
      the Company, or as otherwise provided under Section 4.05 and in accordance
      with
      the Fannie Mae Guide(s). Any fee payable to the Company for administrative
      services related to any REO Property as described in Section 4.13 shall be
      payable from Liquidation Proceeds of the related REO Property.





Servicing
      Fee Rate :
      As set
      forth in the Term Sheet.





Servicing
      File :
      With
      respect to each Mortgage Loan, the file retained by the Company consisting
      of
      originals of all documents in the Mortgage File which are not delivered to
      the
      Purchaser and copies of the Mortgage Loan Documents listed in Exhibit A, the
      originals of which are delivered to the Purchaser or its designee pursuant
      to
      Section 2.04.





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





Stated
      Principal Balance :
      As to
      each Mortgage Loan as of any date of determination, (i) the principal balance
      of
      such Mortgage Loan at the Cut-off Date after giving effect to payments of
      principal due on or before such date, whether or not received, minus (ii) all
      amounts previously distributed to the Purchaser with respect to the Mortgage
      Loan representing payments or recoveries of principal or advances in lieu
      thereof.





Subservicer :
      Any
      subservicer which is subservicing the Mortgage Loans pursuant to a Subservicing
      Agreement. Any subservicer shall meet the qualifications set forth in Section
      4.01.





Subservicing
      Agreement :
      An
      agreement between the Company and a Subservicer, if any, for the servicing
      of
      the Mortgage Loans.





Term
      Sheet : A
      supplemental agreement in the form attached hereto as Exhibit I which shall
      be
      executed and delivered by the Company and the Purchaser to provide for the
      sale
      and servicing pursuant to the terms of this Agreement of the Mortgage Loans
      listed on Schedule I attached thereto, which supplemental agreement shall
      contain certain specific information relating to such sale of such Mortgage
      Loans and may contain additional covenants relating to such sale of such
      Mortgage Loans.








ARTICLE
      II





PURCHASE
      OF MORTGAGE LOANS; SERVICING OF MORTGAGE LOANS;


RECORD
      TITLE AND POSSESSION OF MORTGAGE FILES;


BOOKS
      AND RECORDS; CUSTODIAL AGREEMENT;


DELIVERY
      OF MORTGAGE LOAN DOCUMENTS





Section
      2.01  Agreement
      to Purchase .





The
      Company agrees to sell and the Purchaser agrees to purchase the Mortgage Loans
      having an aggregate Stated Principal Balance on the related Cut-off Date set
      forth in the related Term Sheet in an amount as set forth in the Confirmation,
      or in such other amount as agreed by the Purchaser and the Company as evidenced
      by the actual aggregate Stated Principal Balance of the Mortgage Loans accepted
      by the Purchaser on the related Closing Date, with servicing retained by the
      Company. The Company shall deliver the related Mortgage Loan Schedule attached
      to the related Term Sheet for the Mortgage Loans to be purchased on the related
      Closing Date to the Purchaser at least two (2) Business Days prior to the
      related Closing Date. The Mortgage Loans shall be sold pursuant to this
      Agreement, and the related Term Sheet shall be executed and delivered on the
      related Closing Date.





Section
      2.02  Purchase
      Price .





The
      Purchase Price for each Mortgage Loan shall be the percentage of par as stated
      in the Confirmation (subject to adjustment as provided therein), multiplied
      by
      the Stated Principal Balance, as of the related Cut-off Date, of the Mortgage
      Loan listed on the related Mortgage Loan Schedule attached to the related Term
      Sheet, after application of scheduled payments of principal due on or before
      the
      related Cut-off Date whether or not collected.





In
      addition to the Purchase Price as described above, the Purchaser shall pay
      to
      the Company, at closing, accrued interest on the Stated Principal Balance of
      each Mortgage Loan as of the related Cut-off Date at the Mortgage Loan
      Remittance Rate of each Mortgage Loan from the related Cut-off Date through
      the
      day prior to the related Closing Date, inclusive.





The
      Purchase Price plus accrued interest as set forth in the preceding paragraph
      shall be paid on the related Closing Date by wire transfer of immediately
      available funds.





Purchaser
      shall be entitled to (1) all scheduled principal due after the related Cut-off
      Date, (2) all other recoveries of principal collected on or after the related
      Cut-off Date (provided, however, that all scheduled payments of principal due
      on
      or before the related Cut-off Date and collected by the Company or any successor
      servicer after the related Cut-off Date shall belong to the Company), and (3)
      all payments of interest on the Mortgage Loans net of applicable Servicing
      Fees
      (minus that portion of any such payment which is allocable to the period prior
      to the related Cut-off Date). The outstanding principal balance of each Mortgage
      Loan as of the related Cut-off Date is determined after application of payments
      of principal due on or before the related Cut-off Date whether or not collected,
      together with any unscheduled principal prepayments collected prior to the
      related Cut-off Date; provided, however, that payments of scheduled principal
      and interest prepaid for a Due Date beyond the related Cut-off Date shall not
      be
      applied to the principal balance as of the related Cut-off Date. Such prepaid
      amounts shall be the property of the Purchaser. The Company shall deposit any
      such prepaid amounts into the Custodial Account, which account is established
      for the benefit of the Purchaser for subsequent remittance by the Company to
      the
      Purchaser.





Section
      2.03  Servicing
      of Mortgage Loans .





Simultaneously
      with the execution and delivery of each Term Sheet, the Company does hereby
      agree to directly service the Mortgage Loans listed on the related Mortgage
      Loan
      Schedule attached to the related Term Sheet subject to the terms of this
      Agreement and the related Term Sheet. The rights of the Purchaser to receive
      payments with respect to the related Mortgage Loans shall be as set forth in
      this Agreement.





Section
      2.04  Record
      Title and Possession of Mortgage Files; Maintenance of Servicing
      Files .





As
      of the
      related Closing Date, the Company sold, transferred, assigned, set over and
      conveyed to the Purchaser, without recourse, on a servicing retained basis,
      and
      the Company hereby acknowledges that the Purchaser has, but subject to the
      terms
      of this Agreement and the related Term Sheet, all the right, title and interest
      of the Company in and to the Mortgage Loans. Company will deliver the Mortgage
      Files to the Custodian designated by Purchaser, on or before the related Closing
      Date, at the expense of the Company. The Company shall maintain a Servicing
      File
      consisting of a copy of the contents of each Mortgage File and the originals
      of
      the documents in each Mortgage File not delivered to the Purchaser. The
      Servicing File shall contain all documents necessary to service the Mortgage
      Loans. The possession of each Servicing File by the Company is at the will
      of
      the Purchaser, for the sole purpose of servicing the related Mortgage Loan,
      and
      such retention and possession by the Company is in a custodial capacity only.
      From the related Closing Date, the ownership of each Mortgage Loan, including
      the Mortgage Note, the Mortgage, the contents of the related Mortgage File
      and
      all rights, benefits, proceeds and obligations arising therefrom or in
      connection therewith, has been vested in the Purchaser. All rights arising
      out
      of the Mortgage Loans including, but not limited to, all funds received on
      or in
      connection with the Mortgage Loans and all records or documents with respect
      to
      the Mortgage Loans prepared by or which come into the possession of the Company
      shall be received and held by the Company in trust for the benefit of the
      Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files
      retained by the Company shall be appropriately identified in the Company's
      computer system to clearly reflect the ownership of the Mortgage Loans by the
      Purchaser. The Company shall release its custody of the contents of the Mortgage
      Files only in accordance with written instructions of the Purchaser, except
      when
      such release is required as incidental to the Company's servicing of the
      Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or
      Loans with respect thereto pursuant to this Agreement and the related Term
      Sheet, such written instructions shall not be required.





Section
      2.05   Books
      and Records .





The
      sale
      of each Mortgage Loan shall be reflected on the Company's balance sheet and
      other financial statements as a sale of assets by the Company. The Company
      shall
      be responsible for maintaining, and shall maintain, a complete set of books
      and
      records for the Mortgage Loans that shall be appropriately identified in the
      Company's computer system to clearly reflect the ownership of the Mortgage
      Loan
      by the Purchaser. In particular, the Company shall maintain in its possession,
      available for inspection by the Purchaser, or its designee and shall deliver
      to
      the Purchaser upon demand, evidence of compliance with all federal, state and
      local laws, rules and regulations, and requirements of Fannie Mae or FHLMC,
      as
      applicable, including but not limited to documentation as to the method used
      in
      determining the applicability of the provisions of the Flood Disaster Protection
      Act of 1973, as amended, to the Mortgaged Property, documentation evidencing
      insurance coverage of any condominium project as required by Fannie Mae or
      FHLMC, and periodic inspection reports as required by Section 4.13. To the
      extent that original documents are not required for purposes of realization
      of
      Liquidation Proceeds or Insurance Proceeds, documents maintained by the Company
      may be in the form of microfilm or microfiche.





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





In
      addition to the foregoing, Company shall provide to any supervisory agents
      or
      examiners that regulate Purchaser, including but not limited to, the OTS, the
      FDIC and other similar entities, access, during normal business hours, upon
      reasonable advance notice to Company and without cost to Company or such
      supervisory agents or examiners, to any documentation regarding the Mortgage
      Loans that may be required by any applicable regulator.





Section
      2.06.  Transfer
      of Mortgage Loans .





The
      Company shall keep at its servicing office books and records in which, subject
      to such reasonable regulations as it may prescribe, the Company shall note
      transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless
      such transfer is in compliance with the terms hereof. For the purposes of this
      Agreement, the Company shall be under no obligation to deal with any person
      with
      respect to this Agreement or any Mortgage Loan unless a notice of the transfer
      of such Mortgage Loan has been delivered to the Company in accordance with
      this
      Section 2.06 and the books and records of the Company show such person as the
      owner of the Mortgage Loan. The Purchaser may, subject to the terms of this
      Agreement, sell and transfer one or more of the Mortgage Loans, provided,
      however, that the transferee will not be deemed to be a Purchaser hereunder
      binding upon the Company unless such transferee shall agree in writing to be
      bound by the terms of this Agreement and an original counterpart of the
      instrument of transfer in an Assignment and Assumption of this Agreement
      substantially in the form of Exhibit D hereto executed by the transferee shall
      have been delivered to the Company. The Purchaser also shall advise the Company
      of the transfer. Upon receipt of notice of the transfer, the Company shall
      mark
      its books and records to reflect the ownership of the Mortgage Loans of such
      assignee, and the previous Purchaser shall be released from its obligations
      hereunder with respect to the Mortgage Loans sold or transferred.





Section
      2.07  Delivery
      of Mortgage Loan Documents .





The
      Company shall deliver and release to the Purchaser or its designee the Mortgage
      Loan Documents in accordance with the terms of this Agreement and the related
      Term Sheet. The documents enumerated as items (1), (2), (3), (4), (5), (6),
      (7),
      (8), (9) and (16) in Exhibit A hereto shall be delivered by the Company to
      the
      Purchaser or its designee no later than three (3) Business Days prior to the
      related Closing Date pursuant to a bailee letter agreement. All other documents
      in Exhibit A hereto, together with all other documents executed in connection
      with the Mortgage Loan that Company may have in its possession, shall be
      retained by the Company in trust for the Purchaser. If the Company cannot
      deliver the original recorded Mortgage Loan Documents or the original policy
      of
      title insurance, including riders and endorsements thereto, on the related
      Closing Date, the Company shall, promptly upon receipt thereof and in any case
      not later than 120 days from the related Closing Date, deliver such original
      documents, including original recorded documents, to the Purchaser or its
      designee (unless the Company is delayed in making such delivery by reason of
      the
      fact that such documents shall not have been returned by the appropriate
      recording office). If delivery is not completed within 120 days solely due
      to
      delays in making such delivery by reason of the fact that such documents shall
      not have been returned by the appropriate recording office, Company shall
      deliver such document to Purchaser, or its designee, within such time period
      as
      specified in a Company's Officer's Certificate. In the event that documents
      have
      not been received by the date specified in the Company's Officer's Certificate,
      a subsequent Company's Officer's Certificate shall be delivered by such date
      specified in the prior Company's Officer's Certificate, stating a revised date
      for receipt of documentation. The procedure shall be repeated until the
      documents have been received and delivered. If delivery is not completed within
      180 days solely due to delays in making such delivery by reason of the fact
      that
      such documents shall not have been returned by the appropriate recording office,
      the Company shall continue to use its best efforts to effect delivery as soon
      as
      possible thereafter, provided that if such documents are not delivered by the
      270th day from the date of the related Closing Date, the Company shall
      repurchase the related Mortgage Loans at the Repurchase Price in accordance
      with
      Section 3.03 hereof.





The
      Company shall pay all initial recording fees, if any, for the assignments of
      mortgage and any other fees in connection with the transfer of all original
      documents to the Purchaser or its designee. Company shall prepare, in recordable
      form, all assignments of mortgage necessary to assign the Mortgage Loans to
      Purchaser, or its designee. Company shall be responsible for recording the
      assignments of mortgage.





Company
      shall provide an original or duplicate original of the title insurance policy
      to
      Purchaser or its designee within ninety (90) days of the receipt of the recorded
      documents (required for issuance of such policy) from the applicable recording
      office.





Any
      review by the Purchaser, or its designee, of the Mortgage Files shall in no
      way
      alter or reduce the Company's obligations hereunder.





If
      the
      Purchaser or its designee discovers any defect with respect to a Mortgage File,
      the Purchaser shall, or shall cause its designee to, give written specification
      of such defect to the Company which may be given in the exception report or
      the
      certification delivered pursuant to this Section 2.07, or otherwise in writing
      and the Company shall cure or repurchase such Mortgage Loan in accordance with
      Section 3.03.





The
      Company shall forward to the Purchaser, or its designee, original documents
      evidencing an assumption, modification, consolidation or extension of any
      Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within one
      week of their execution; provided, however, that the Company shall provide
      the
      Purchaser, or its designee, with a certified true copy of any such document
      submitted for recordation within one week of its execution, and shall provide
      the original of any document submitted for recordation or a copy of such
      document certified by the appropriate public recording office to be a true
      and
      complete copy of the original within sixty (60) days of its submission for
      recordation.





From
      time
      to time the Company may have a need for Mortgage Loan Documents to be released
      from Purchaser, or its designee. Purchaser shall, or shall cause its designee,
      upon the written request of the Company, within ten (10) Business Days, deliver
      to the Company, any requested documentation previously delivered to Purchaser
      as
      part of the Mortgage File, provided that such documentation is promptly returned
      to Purchaser, or its designee, when the Company no longer requires possession
      of
      the document, and provided that during the time that any such documentation
      is
      held by the Company, such possession is in trust for the benefit of Purchaser.
      Company shall indemnify Purchaser, and its designee, from and against any and
      all losses, claims, damages, penalties, fines, forfeitures, costs and expenses
      (including court costs and reasonable attorney's fees) resulting from or related
      to the loss, damage, or misplacement of any documentation delivered to Company
      pursuant to this paragraph.





Section
      2.08  Quality
      Control Procedures .





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 in Full; Near Term Payment Defaults





In
      the
      event any Principal Prepayment in full is made by a Mortgagor on or prior to
      three months after the related Closing Date, the Company shall remit to the
      Purchaser an amount equal to the excess, if any, of the Purchase Price
      Percentage over par multiplied by the amount of such Principal Prepayment in
      full. Such remittance shall be made by the Company to Purchaser not later than
      five (5) Business Days after notice to 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.





Section
      2.10  Modification
      of Obligations.





Purchaser
      may, without any notice to Company, extend, compromise, renew, release, change,
      modify, adjust or alter, by operation of law or otherwise, any of the
      obligations of the Mortgagors or other persons obligated under a Mortgage Loan
      without releasing or otherwise affecting the obligations of Company under this
      Agreement, or with respect to such Mortgage Loan, except to the extent
      Purchaser’s extension, compromise, release, change, modification, adjustment, or
      alteration affects Company’s ability to collect the Mortgage Loan or realize on
      the security of the Mortgage, but then only to the extent such action has such
      effect.






ARTICLE
      III





REPRESENTATIONS
      AND WARRANTIES OF


THE
      COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS





Section
      3.01  Representations
      and Warranties of the Company.





Each
      the
      Seller and Servicer 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 Kansas 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. The Servicer is a wholly owned subsidiary of the Seller;




(b)
      The
      Company has the full power and authority and legal right to hold, transfer
      and
      convey each Mortgage Loan, to sell each Mortgage Loan and to execute, deliver
      and perform, and to enter into and consummate all transactions contemplated
      by
      this Agreement and the related Term Sheet and to conduct its business as
      presently conducted, has duly authorized the execution, delivery and performance
      of this Agreement and the related Term Sheet and any agreements contemplated
      hereby, has duly executed and delivered this Agreement and the related Term
      Sheet, and any agreements contemplated hereby, and this Agreement and the
      related Term Sheet and each Assignment to the Purchaser and any agreements
      contemplated hereby, constitutes a legal, valid and binding obligation of the
      Company, enforceable against it in accordance with its terms, and all requisite
      corporate action has been taken by the Company to make this Agreement and the
      related Term Sheet and all agreements contemplated hereby valid and binding
      upon
      the Company in accordance with their terms;





(c)
      Neither the execution and delivery of this Agreement and the related Term Sheet,
      nor the origination or purchase of the Mortgage Loans by the Company, the sale
      of the Mortgage Loans to the Purchaser, the consummation of the transactions
      contemplated hereby, or the fulfillment of or compliance with the terms and
      conditions of this Agreement and the related Term Sheet will conflict with
      any
      of the terms, conditions or provisions of the Company's charter or by-laws
      or
      materially conflict with or result in a material breach of any of the terms,
      conditions or provisions of any legal restriction or any agreement or instrument
      to which the Company is now a party or by which it is bound, or constitute
      a
      default or result in an acceleration under any of the foregoing, or result
      in
      the material violation of any law, rule, regulation, order, judgment or decree
      to which the Company or its properties are subject, or impair the ability of
      the
      Purchaser to realize on the Mortgage Loans.





(d)
      There
      is no litigation, suit, proceeding or investigation pending or, to the best
      of
      Company’s knowledge, threatened, or any order or decree outstanding, with
      respect to the Company which, either in any one instance or in the aggregate,
      is
      reasonably likely to have a material adverse effect on the sale of the Mortgage
      Loans, the execution, delivery, performance or enforceability of this Agreement
      and the related Term Sheet, or which is reasonably likely to have a material
      adverse effect on the financial condition of the Company.





(e)
      No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Company
      of
      or compliance by the Company with this Agreement or the related Term Sheet,
      or
      the sale of the Mortgage Loans and delivery of the Mortgage Files to the
      Purchaser or the consummation of the transactions contemplated by this Agreement
      or the related Term Sheet, except for consents, approvals, authorizations and
      orders which have been obtained;





(f)
      The
      consummation of the transactions contemplated by this Agreement or the related
      Term Sheet is in the ordinary course of business of the Company and Company,
      and
      the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages
      by the Company pursuant to this Agreement or the related Term Sheet are not
      subject to bulk transfer or any similar statutory provisions in effect in any
      applicable jurisdiction;





(g)
      The
      origination and servicing practices used by the Company and any prior originator
      or servicer with respect to each Mortgage Note and Mortgage have been legal
      and
      in accordance with applicable laws and regulations and the Mortgage Loan
      Documents, and in all material respects proper and prudent in the mortgage
      origination and servicing business. Each Mortgage Loan has been serviced in
      all
      material respects with Accepted Servicing Practices. With respect to escrow
      deposits and payments that the Company, on behalf of an investor, is entitled
      to
      collect, all such payments are in the possession of, or under the control of,
      the Company, and there exist no deficiencies in connection therewith for which
      customary arrangements for repayment thereof have not been made. All escrow
      payments have been collected in full compliance with state and federal law
      and
      the provisions of the related Mortgage Note and Mortgage. As to any Mortgage
      Loan that is the subject of an escrow, escrow of funds is not prohibited by
      applicable law and has been established in an amount sufficient to pay for
      every
      escrowed item that remains unpaid and has been assessed but is not yet due
      and
      payable. No escrow deposits or other charges or payments due under the Mortgage
      Note have been capitalized under any Mortgage or the related Mortgage
      Note;





(h)
      The
      Company used no selection procedures that identified the Mortgage Loans as
      being
      less desirable or valuable than other comparable mortgage loans in the Company's
      portfolio at the related Cut-off Date;





(i)  The
      Company will treat the sale of the Mortgage Loans to the Purchaser as a sale
      for
      reporting and accounting purposes and, to the extent appropriate, for federal
      income tax purposes;





(j)  Company
      is an approved seller/servicer of residential mortgage loans for Fannie Mae,
      FHLMC and HUD, with such facilities, procedures and personnel necessary for
      the
      sound servicing of such mortgage loans. The Company is duly qualified, licensed,
      registered and otherwise authorized under all applicable federal, state and
      local laws, and regulations, if applicable, meets the minimum capital
      requirements set forth by the OCC, and is in good standing to sell mortgage
      loans to and service mortgage loans for Fannie Mae and FHLMC and no event has
      occurred which would make Company unable to comply with eligibility requirements
      or which would require notification to either Fannie Mae or FHLMC;





(k)  The
      Company does not believe, nor does it have any cause or reason to believe,
      that
      it cannot perform each and every covenant contained in this Agreement or the
      related Term Sheet. The Company is solvent and the sale of the Mortgage Loans
      will not cause the Company to become insolvent. The sale of the Mortgage Loans
      is not undertaken with the intent to hinder, delay or defraud any of the
      Company's creditors;





(l)  No
      statement, tape, diskette, form, report or other document prepared by, or on
      behalf of, Company pursuant to this Agreement or the related Term Sheet or
      in
      connection with the transactions contemplated hereby, contains or will contain
      any statement that is or will be inaccurate or misleading in any material
      respect;





(m)  The
      Company acknowledges and agrees that the Servicing Fee represents reasonable
      compensation for performing such services and that the entire Servicing Fee
      shall be treated by the Company, for accounting and tax purposes, as
      compensation for the servicing and administration of the Mortgage Loans pursuant
      to this Agreement. In the opinion of Company, the consideration received by
      Company upon the sale of the Mortgage Loans to Purchaser under this Agreement
      and the related Term Sheet constitutes fair consideration for the Mortgage
      Loans
      under current market conditions.





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





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





Section
      3.02  Representations
      and Warranties as to Individual Mortgage Loans .





References
      in this Section to percentages of Mortgage Loans refer in each case to the
      percentage of the aggregate Stated Principal Balance of the Mortgage Loans
      as of
      the related Cut-off Date, based on the outstanding Stated Principal Balances
      of
      the Mortgage Loans as of the related Cut-off Date, and giving effect to
      scheduled Monthly Payments due on or prior to the related Cut-off Date, whether
      or not received. References to percentages of Mortgaged Properties refer, in
      each case, to the percentages of expected aggregate Stated Principal Balances
      of
      the related Mortgage Loans (determined as described in the preceding sentence).
      The Company hereby represents and warrants to the Purchaser, as to each Mortgage
      Loan, as of the related Closing Date as follows:





(a) The
      information set forth in the Mortgage Loan Schedule attached to the related
      Term
      Sheet is true, complete and correct in all material respects as of the related
      Cut-Off Date;





(b)  The
      Mortgage creates a valid, subsisting and enforceable first lien or a first
      priority ownership interest in an estate in fee simple in real property securing
      the related Mortgage Note subject to principles of equity, bankruptcy,
      insolvency and other laws of general application affecting the rights of
      creditors;





(c)
      All
      payments due prior to the related Cut-off Date for such Mortgage Loan have
      been
      made as of the related Closing Date; the Mortgage Loan has not been dishonored;
      there are no material defaults under the terms of the Mortgage Loan; the Company
      has not advanced its own funds, or induced, solicited or knowingly received
      any
      advance of funds from a party other than the owner of the Mortgaged Property
      subject to the Mortgage, directly or indirectly, for the payment of any amount
      required by the Mortgage Loan. As of the related Closing Date, all of the
      Mortgage Loans will have an actual interest paid to date of their related
      Cut-off Date(or later) and will be due for the scheduled monthly payment next
      succeeding the Cut-off Date (or later), as evidenced by a posting to Company's
      servicing collection system. No payment under any Mortgage Loan is delinquent
      as
      of the related Closing Date nor has any scheduled payment been delinquent at
      any
      time during the twelve (12) months prior to the month of the related Closing
      Date. For purposes of this paragraph, a Mortgage Loan will be deemed delinquent
      if any payment due thereunder was not paid by the Mortgagor in the month such
      payment was due;





(d)
      There
      are no defaults by Company in complying with the terms of the Mortgage, and
      all
      taxes, governmental assessments, insurance premiums, water, sewer and municipal
      charges, leasehold payments or ground rents which previously became due and
      owing have been paid, or escrow funds have been established in an amount
      sufficient to pay for every such escrowed item which remains unpaid and which
      has been assessed but is not yet due and payable;





(e)
      The
      terms of the Mortgage Note and the Mortgage have not been impaired, waived,
      altered or modified in any respect, except by written instruments which have
      been recorded to the extent any such recordation is required by law, or,
      necessary to protect the interest of the Purchaser. No instrument of waiver,
      alteration or modification has been executed except in connection with a
      modification agreement and which modification agreement is part of the Mortgage
      File and the terms of which are reflected in the related Mortgage Loan Schedule,
      and no Mortgagor has been released, in whole or in part, from the terms thereof
      except in connection with an assumption agreement and which assumption agreement
      is part of the Mortgage File and the terms of which are reflected in the related
      Mortgage Loan Schedule; the substance of any such waiver, alteration or
      modification has been approved by the issuer of any related Primary Mortgage
      Insurance Policy and title insurance policy, to the extent required by the
      related policies;





(f)
      The
      Mortgage Note and the Mortgage are not subject to any right of rescission,
      set-off, counterclaim or defense, including, without limitation, the defense
      of
      usury, nor will the operation of any of the terms of the Mortgage Note or the
      Mortgage, or the exercise of any right thereunder, render the Mortgage Note
      or
      Mortgage unenforceable, in whole or in part, or subject to any right of
      rescission, set-off, counterclaim or defense, including the defense of usury,
      and no such right of rescission, set-off, counterclaim or defense has been
      asserted with respect thereto; and as of the related Closing Date the Mortgagor
      was not a debtor in any state or federal bankruptcy or insolvency
      proceeding;





(g)
      All
      buildings or other customarily insured improvements upon the Mortgaged Property
      are insured by a Qualified Insurer, against loss by fire, hazards of extended
      coverage and such other hazards as are provided for in the Fannie Mae or FHLMC
      Guide, as well as all additional requirements set forth in Section 4.10 of
      this
      Agreement. All such standard hazard policies are in full force and effect and
      contain a standard mortgagee clause naming the Company and its successors in
      interest and assigns as loss payee and such clause is still in effect and all
      premiums due thereon have been paid. If required by the Flood Disaster
      Protection Act of 1973, as amended, the Mortgage Loan is covered by a flood
      insurance policy meeting the requirements of the current guidelines of the
      Federal Insurance Administration which policy conforms to Fannie Mae or FHLMC
      requirements, as well as all additional requirements set forth in Section 4.10
      of this Agreement. Such policy was issued by a Qualified Insurer. The Mortgage
      obligates the Mortgagor thereunder to maintain all such insurance at the
      Mortgagor's cost and expense, and on the Mortgagor's failure to do so,
      authorizes the holder of the Mortgage to maintain such insurance at the
      Mortgagor's cost and expense and to seek reimbursement therefor from the
      Mortgagor. 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 (a) loans subject to 12 CFR Part 226.31, 12 CFR Part
      226.32 or 12 CFR Part 226.34 of Regulation Z, the regulation implementing TILA,
      which implements the Home Ownership and Equity Protection Act of 1994, as
      amended or (b) classified and/or defined as a “high cost”, "covered", or
“predatory” loan under any other state, federal or local law or regulation or
      ordinance, including, but not limited to, the States of Georgia and North
      Carolina and the City of New York. 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;





(j)  The
      Mortgage is a valid, subsisting, enforceable and perfected first lien on the
      Mortgaged Property, including all buildings on the Mortgaged Property and all
      installations and mechanical, electrical, plumbing, heating and air conditioning
      systems affixed to such buildings, and all additions, alterations and
      replacements made at any time with respect to the foregoing securing the
      Mortgage Note's original principal balance subject to principles of equity,
      bankruptcy, insolvency and other laws of general application affecting the
      rights of creditors. The Mortgage and the Mortgage Note do not contain any
      evidence of any security interest or other interest or right thereto. Such
      lien
      is free and clear of all adverse claims, liens and encumbrances having priority
      over the first lien of the Mortgage subject only to (1) the lien of
      non-delinquent current real property taxes and assessments not yet due and
      payable, (2) covenants, conditions and restrictions, rights of way, easements
      and other matters of the public record as of the date of recording which are
      acceptable to mortgage lending institutions generally and either (A) which
      are
      referred to in the lender’s title insurance policy delivered to the originator
      or otherwise considered in the appraisal made for the originator of the Mortgage
      Loan, or (B) which do not adversely affect the residential use or Appraised
      Value of the Mortgaged Property as set forth in such appraisal, and (3) other
      matters to which like properties are commonly subject which do not individually
      or in the aggregate materially interfere with the benefits of the security
      intended to be provided by the Mortgage or the use, enjoyment, value or
      marketability of the related Mortgaged Property. Any security agreement, chattel
      mortgage or equivalent document related to and delivered in connection with
      the
      Mortgage Loan establishes and creates a valid, subsisting, enforceable and
      perfected first lien and first priority security interest on the property
      described therein, and the Company has the full right to sell and assign the
      same to the Purchaser;





(k)
      The
      Mortgage Note and the related Mortgage are original and genuine and each is
      the
      legal, valid and binding obligation of the maker thereof, enforceable in all
      respects in accordance with its terms subject to principles of equity,
      bankruptcy, insolvency and other laws of general application affecting the
      rights of creditors, and the Company has taken all action necessary to transfer
      such rights of enforceability to the Purchaser. All parties to the Mortgage
      Note
      and the Mortgage had the legal capacity to enter into the Mortgage Loan and
      to
      execute and deliver the Mortgage Note and the Mortgage. The Mortgage Loan
      Documents are on forms acceptable to Fannie Mae and FHLMC. The Mortgage Note
      and
      the Mortgage have been duly and properly executed by such parties. No fraud,
      error, omission, misrepresentation, negligence or similar occurrence with
      respect to a Mortgage Loan has taken place on the part of Company or the
      Mortgagor, or on the part of any other party involved in the origination or
      servicing of the Mortgage Loan. The proceeds of the Mortgage Loan have been
      fully disbursed and there is no requirement for future advances thereunder,
      and
      any and all requirements as to completion of any on-site or off-site
      improvements and as to disbursements of any escrow funds therefor have been
      complied with. All costs, fees and expenses incurred in making or closing the
      Mortgage Loan and the recording of the Mortgage were paid, and the Mortgagor
      is
      not entitled to any refund of any amounts paid or due under the Mortgage Note
      or
      Mortgage;





(l)
      The
      Company is the sole owner and holder of the Mortgage Loan and the indebtedness
      evidenced by the Mortgage Note. Upon the sale of the Mortgage Loan to the
      Purchaser, the Company will retain the Mortgage File or any part thereof with
      respect thereto not delivered to the Purchaser or the Purchaser’s designee in
      trust only for the purpose of servicing and supervising the servicing of the
      Mortgage Loan. Immediately prior to the transfer and assignment to the
      Purchaser, the Mortgage Loan, including the Mortgage Note and the Mortgage,
      were
      not subject to an assignment, sale or pledge to any person other than Purchaser,
      and the Company had good and marketable title to and was the sole owner thereof
      and had full right to transfer and sell the Mortgage Loan to the Purchaser
      free
      and clear of any encumbrance, equity, lien, pledge, charge, claim or security
      interest and has the full right and authority subject to no interest or
      participation of, or agreement with, any other party, to sell and assign the
      Mortgage Loan pursuant to this Agreement and following the sale of the Mortgage
      Loan, the Purchaser will own such Mortgage Loan free and clear of any
      encumbrance, equity, participation interest, lien, pledge, charge, claim or
      security interest. The Company intends to relinquish all rights to possess,
      control and monitor the Mortgage Loan, except for the purposes of servicing
      the
      Mortgage Loan as set forth in this Agreement. After the related Closing Date,
      the Company will not have any right to modify or alter the terms of the sale
      of
      the Mortgage Loan and the Company will not have any obligation or right to
      repurchase the Mortgage Loan or substitute another Mortgage Loan, except as
      provided in this Agreement, or as otherwise agreed to by the Company and the
      Purchaser;





(m)
      Each
      Mortgage Loan is covered by an ALTA lender's title insurance policy or other
      generally acceptable form of policy or insurance acceptable to Fannie Mae or
      FHLMC (including adjustable rate endorsements), issued by a title insurer
      acceptable to Fannie Mae or FHLMC and qualified to do business in the
      jurisdiction where the Mortgaged Property is located, insuring (subject to
      the
      exceptions contained in (j)(1), (2) and (3) above) the Company, its successors
      and assigns, as to the first priority lien of the Mortgage in the original
      principal amount of the Mortgage Loan and against any loss by reason of the
      invalidity or unenforceability of the lien resulting from the provisions of
      the
      Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly
      Payment. Where required by state law or regulation, the Mortgagor has been
      given
      the opportunity to choose the carrier of the required mortgage title insurance.
      The Company, its successors and assigns, is the sole insured of such lender's
      title insurance policy, such title insurance policy has been duly and validly
      endorsed to the Purchaser or the assignment to the Purchaser of the Company's
      interest therein does not require the consent of or notification to the insurer
      and such lender's title insurance policy is in full force and effect and will
      be
      in full force and effect upon the consummation of the transactions contemplated
      by this Agreement. No claims have been made under such lender's title insurance
      policy, and no prior holder or servicer of the related Mortgage, including
      the
      Company, nor any Mortgagor, has done, by act or omission, anything which would
      impair the coverage of such lender's title insurance policy;





(n)
      There
      is no default, breach, violation or event of acceleration existing under the
      Mortgage or the related Mortgage Note and no event which, with the passage
      of
      time or with notice and the expiration of any grace or cure period, would
      constitute a default, breach, violation or event permitting acceleration; and
      neither the Company, nor any prior mortgagee has waived any default, breach,
      violation or event permitting acceleration;





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





(p)
      All
      improvements subject to the Mortgage which were considered in determining the
      appraised value of the Mortgaged Property lie wholly within the boundaries
      and
      building restriction lines of the Mortgaged Property (and wholly within the
      project with respect to a condominium unit) and no improvements on adjoining
      properties encroach upon the Mortgaged Property except those which are insured
      against by the title insurance policy referred to in clause (m) above and all
      improvements on the property comply with all applicable zoning and subdivision
      laws and ordinances;





(q)
      Each
      Mortgage Loan was originated by or for the Company pursuant to, and conforms
      with, the Company’s underwriting guidelines attached as Exhibit H hereto. The
      Mortgage Loan bears interest at an adjustable rate (if applicable) as set forth
      in the related Mortgage Loan Schedule, and Monthly Payments under the Mortgage
      Note are due and payable on the first day of each month. The Mortgage contains
      the usual and enforceable provisions of the Company at the time of origination
      for the acceleration of the payment of the unpaid principal amount of the
      Mortgage Loan if the related Mortgaged Property is sold without the prior
      consent of the mortgagee thereunder;





(r)
      The
      Mortgaged Property is not subject to any material damage. At origination of
      the
      Mortgage Loan there was not, since origination of the Mortgage Loan there has
      not been, and there currently is no proceeding pending for the total or partial
      condemnation of the Mortgaged Property. The Company has not received
      notification that any such proceedings are scheduled to commence at a future
      date;





(s)
      The
      related Mortgage contains customary and enforceable provisions such as to render
      the rights and remedies of the holder thereof adequate for the realization
      against the Mortgaged Property of the benefits of the security provided thereby,
      including, (1) in the case of a Mortgage designated as a deed of trust, by
      trustee's sale, and (2) otherwise by judicial foreclosure. There is no homestead
      or other exemption available to the Mortgagor which would interfere with the
      right to sell the Mortgaged Property at a trustee's sale or the right to
      foreclose the Mortgage;





(t)
      If
      the Mortgage constitutes a deed of trust, a trustee, authorized and duly
      qualified if required under applicable law to act as such, has been properly
      designated and currently so serves and is named in the Mortgage, and no fees
      or
      expenses, except as may be required by local law, are or will become payable
      by
      the Purchaser to the trustee under the deed of trust, except in connection
      with
      a trustee's sale or attempted sale after default by the Mortgagor;





(u)
      The
      Mortgage File contains an appraisal of the related Mortgaged Property signed
      prior to the final approval of the mortgage loan application by a Qualified
      Appraiser, approved by the Company, who had no interest, direct or indirect,
      in
      the Mortgaged Property or in any loan made on the security thereof, and whose
      compensation is not affected by the approval or disapproval of the Mortgage
      Loan, and the appraisal and appraiser both satisfy the requirements of Fannie
      Mae or FHLMC and Title XI of the Federal Institutions Reform, Recovery, and
      Enforcement Act of 1989 and the regulations promulgated thereunder, all as
      in
      effect on the date the Mortgage Loan was originated. The appraisal is in a
      form
      acceptable to Fannie Mae or FHLMC;





(v)
      All
      parties which have had any 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. Unless
      otherwise indicated on the related Mortgage Loan Schedule, 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. None of the Mortgage Loans are
“interest-only” Mortgage Loans or “negative amortization” Mortgage Loans. With
      respect to each adjustable rate Mortgage Loan, each Mort-gage Note requires
      a
      monthly payment which is suffi-cient (a) during the period prior to the first
      adjust-ment to the Mortgage Interest Rate, to fully amortize the original
      principal balance over the original term thereof and to pay interest at the
      related Mortgage Interest Rate, and (b) during the period following each
      Adjust-ment Date, to fully amortize the outstanding principal balance as of
      the
      first day of such period over the then remaining term of such Mortgage Note
      and
      to pay interest at the related Mortgage Interest Rate. With respect to each
      adjustable rate Mortgage Loan, the Mortgage Note provides that when the Mortgage
      Interest Rate changes on an Adjustment Date, the then outstanding principal
      balance will be reamortized over the remaining life of the Mortgage Loan. No
      Mortgage Loan contains terms or provi-sions which would result in negative
      amortization. None of the Mortgage Loans contain a conversion feature which
      would cause the Mortgage Loan interest rate to convert to a fixed interest
      rate.
      None of the Mortgage Loans are considered agricultural loans;





(bb)
      (INTENTIONALLY LEFT BLANK)





(cc)
      (INTENTIONALLY LEFT BLANK)





(dd)
      (INTENTIONALLY LEFT BLANK)




(ee)
      (INTENTIONALLY LEFT BLANK)





(ff)
      (INTENTIONALLY LEFT BLANK)





(gg)
      (INTENTIONALLY LEFT BLANK)





(hh)  In
      the
      event the Mortgage Loan had an LTV at origination greater than 80.00%, the
      excess of the principal balance of the Mortgage Loan over 75.0% of the Appraised
      Value of the Mortgaged Property with respect to a Refinanced Mortgage Loan,
      or
      the lesser of the Appraised Value or the purchase price of the Mortgaged
      Property with respect to a purchase money Mortgage Loan was insured as to
      payment defaults by a Primary Mortgage Insurance Policy issued by a Qualified
      Insurer. No Mortgage Loan has an LTV over 95%. All provisions of such Primary
      Mortgage Insurance Policy have been and are being complied with, such policy
      is
      in full force and effect, and all premiums due thereunder have been paid. No
      Mortgage Loan requires payment of such premiums, in whole or in part, by the
      Purchaser. No action, inaction, or event has occurred and no state of facts
      exists that has, or will result in the exclusion from, denial of, or defense
      to
      coverage. Any Mortgage Loan subject to a Primary Mortgage Insurance Policy
      obligates the Mortgagor thereunder to maintain the Primary Mortgage Insurance
      Policy, subject to state and federal law, and to pay all premiums and charges
      in
      connection therewith. No action has been taken or failed to be taken, on or
      prior to the Closing Date which has resulted or will result in an exclusion
      from, denial of, or defense to coverage under any Primary Mortgage Insurance
      Policy (including, without limitation, any exclusions, denials or defenses
      which
      would limit or reduce the availability of the timely payment of the full amount
      of the loss otherwise due thereunder to the insured) whether arising out of
      actions, representations, errors, omissions, negligence, or fraud of the Company
      or the Mortgagor, or for any other reason under such coverage; The mortgage
      interest rate for the Mortgage Loan as set forth on the related Mortgage Loan
      Schedule is net of any such insurance premium. None of the Mortgage Loans are
      subject to “lender-paid” mortgage insurance;




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





(jj)  Unless
      otherwise indicated on the related Mortgage Loan Schedule, none of the Mortgage
      Loans are secured by an interest in a leasehold estate. The Mortgaged Property
      is located in the state identified in the related Mortgage Loan Schedule and
      consists of a single parcel of real property with a detached single family
      residence erected thereon, or a townhouse, or a two-to four-family dwelling,
      or
      an individual condominium unit in a condominium project, or an individual unit
      in a planned unit development or a de minimis planned unit development,
      provided, however, that no residence or dwelling is a single parcel of real
      property with a manufactured home not affixed to a permanent foundation, or
      a
      mobile home. Any
      non-warrantable condominium unit, condominium unit or planned unit development
      conforms with the Company’s underwriting guidelines. As
      of the
      date of origination, no portion of any Mortgaged Property was used for
      commercial purposes, and since the Origination Date, no portion of any Mortgaged
      Property has been, or currently is, used for commercial purposes;





(kk)  Payments
      on the Mortgage Loan commenced no more than sixty (60) days after the funds
      were
      disbursed in connection with the Mortgage Loan. The Mortgage Note is payable
      on
      the first day of each month in monthly installments of principal and interest,
      which installments are subject to change due to the adjustments to the Mortgage
      Interest Rate on each Adjustment Date, with interest calculated and payable
      in
      arrears. Each of the Mortgage Loans will amortize fully by the stated maturity
      date, over an original term of not more than thirty years from commencement
      of
      amortization;





(ll)  As
      of the
      Closing Date of the Mortgage Loan, the Mortgage Property was lawfully occupied
      under applicable law, and all inspections, licenses and certificates required
      to
      be made or issued with respect to all occupied portions of the Mortgaged
      Property and, with respect to the use and occupancy of the same, including
      but
      not limited to certificates of occupancy and fire underwriting certificates,
      have been made or obtained from the appropriate authorities;





(mm)  There
      is
      no pending action or proceeding directly involving the Mortgaged Property in
      which compliance with any environmental law, rule or regulation is an issue;
      there is no violation of any environmental law, rule or regulation with respect
      to the Mortgaged Property; and the Company has not received any notice of any
      environmental hazard on the Mortgaged Property and nothing further remains
      to be
      done to satisfy in full all requirements of each such law, rule or regulation
      constituting a prerequisite to use and enjoyment of said property;





(nn)  The
      Mortgagor has not notified the Company, and the Company has no knowledge of
      any
      relief requested or allowed to the Mortgagor under the Soldiers' and Sailors'
      Civil Relief Act of 1940;





(oo)  No
      Mortgage Loan is a construction or rehabilitation Mortgage Loan or was made
      to
      facilitate the trade-in or exchange of a Mortgaged Property;





(pp)  The
      Mortgagor for each Mortgage Loan is a natural person;





(qq)  None
      of
      the Mortgage Loans are Co-op Loans;





(rr)  With
      respect to each Mortgage Loan that has a prepayment penalty feature, each such
      prepayment penalty is enforceable and will be enforced by the Company and each
      prepayment penalty is permitted pursuant to federal, state and local law. No
      Mortgage Loan will impose a prepayment penalty for a term in excess of five
      years from the date such Mortgage Loan was originated. Except as otherwise
      set
      forth on the Mortgage Loan Schedule, with respect to each Mortgage Loan that
      contains a prepayment penalty, such prepayment penalty is at least equal to
      the
      lesser of (A) the maximum amount permitted under applicable law and (B) six
      months interest at the related Mortgage Interest Rate on the amount prepaid
      in
      excess of 20% of the original principal balance of such Mortgage
      Loan;





(ss)  With
      respect to each Mortgage Loan either (i) the fair market value of the Mortgaged
      Property securing such Mortgage Loan was at least equal to 80 percent of the
      original principal balance of such Mortgage Loan at the time such Mortgage
      Loan
      was originated or (ii) (a) the Mortgage Loan is only secured by the Mortgage
      Property and (b) substantially all of the proceeds of such Mortgage Loan were
      used to acquire or to improve or protect the Mortgage Property. For the purposes
      of the preceding sentence, if the Mortgage Loan has been significantly modified
      other than as a result of a default or a reasonable foreseeable default, the
      modified Mortgage Loan will be viewed as having been originated on the date
      of
      the modification;





(tt)
      The
      Mortgage Loan was originated by a mortgagee approved by the Secretary of Housing
      and Urban Development pursuant to sections 203 and 211 of the National Housing
      Act, a savings and loan association, a savings bank, a commercial bank, credit
      union, insurance company or similar institution which is supervised and examined
      by a federal or state authority;





(uu)
      None
      of the Mortgage Loans are simple interest Mortgage Loans and none of the
      Mortgaged Properties are timeshares;





(vv)
      All
      of the terms of the Mortgage pertaining to interest rate adjustments, payment
      adjustments and adjustments of the outstanding principal balance are
      enforceable, all such adjustments have been properly made, including the mailing
      of required notices, and such adjustments do not and will not affect the
      priority of the Mortgage lien. With respect to each Mortgage Loan which has
      passed its initial Adjustment Date, Company has performed an audit of the
      Mortgage Loan to determine whether all interest rate adjustments have been
      made
      in accordance with the terms of the Mortgage Note and Mortgage; and





(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





The
      Company shall amend the related Mortgage Loan Schedule to reflect the withdrawal
      of the removed Mortgage Loan from this Agreement and the substitution of such
      substitute Mortgage Loan therefor. Upon such amendment, the Purchaser shall
      review the Mortgage File delivered to it relating to the substitute Mortgage
      Loan. In the event of such a substitution, accrued interest on the substitute
      Mortgage Loan for the month in which the substitution occurs and any Principal
      Prepayments made thereon during such month shall be the property of the
      Purchaser and accrued interest for such month on the Mortgage Loan for which
      the
      substitution is made and any Principal Prepayments made thereon during such
      month shall be the property of the Company. The principal payment on a
      substitute Mortgage Loan due on the Due Date in the month of substitution shall
      be the property of the Company and the principal payment on the Mortgage Loan
      for which the substitution is made due on such date shall be the property of
      the
      Purchaser.





For
      any
      month in which the Company is permitted to substitute one or more substitute
      Mortgage Loans, the Company will determine the amount (if any) by which the
      aggregate Stated Principal Balance (after application of the principal portion
      of all scheduled payments due in the month of substitution) of all the
      substitute Mortgage Loans in the month of substitution is less then the
      aggregate Stated Principal Balance (after application of the principal portion
      of the scheduled payment due in the month of substitution) of the such replaced
      Mortgage Loan. An amount equal to the aggregate of such deficiencies described
      in the preceding sentence for any Remittance Date shall be deposited into the
      Custodial Account by the Company on the related Determination Date in the month
      following the calendar month during which the substitution occurred.





It
      is
      understood and agreed that the obligation of the Company set forth in this
      Section 3.03 to cure, repurchase or substitute for a defective Mortgage Loan,
      and to indemnify Purchaser pursuant to Section 8.01, constitute the sole
      remedies of the Purchaser respecting a breach of the foregoing representations
      and warranties. If the Company fails to repurchase or substitute for a defective
      Mortgage Loan in accordance with this Section 3.03, or fails to cure a defective
      Mortgage Loan to Purchaser's reasonable satisfaction in accordance with this
      Section 3.03, or to indemnify Purchaser pursuant to Section 8.01, that failure
      shall be an Event of Default and the Purchaser shall be entitled to pursue
      all
      remedies available in this Agreement as a result thereof. No provision of this
      paragraph shall affect the rights of the Purchaser to terminate this Agreement
      for cause, as set forth in Sections 10.01 and 11.01.





Any
      cause
      of action against the Company relating to or arising out of the breach of any
      representations and warranties made in Sections 3.01 and 3.02 shall accrue
      as to
      any Mortgage Loan upon (i) the earlier of discovery of such breach by the
      Company or notice thereof by the Purchaser to the Company, (ii) failure by
      the
      Company to cure such breach or repurchase such Mortgage Loan as specified above,
      and (iii) demand upon the Company by the Purchaser for compliance with this
      Agreement.





In
      the
      event that any Mortgage Loan is held by a REMIC, notwithstanding any contrary
      provision of this Agreement, with respect to any Mortgage Loan that is not
      in
      default or as to which no default is imminent, no substitution pursuant to
      Subsection 3.03 shall be made after the applicable REMIC's "start up day" (as
      defined in Section 860G(a) (9) of the Code), unless the Company has obtained
      an
      Opinion of Counsel to the effect that such substitution will not (i) result
      in
      the imposition of taxes on "prohibited transactions" of such REMIC (as defined
      in Section 860F of the Code) or otherwise subject the REMIC to tax, or (ii)
      cause the REMIC to fail to qualify as a REMIC at any time.





Section
      3.04  Representations
      and Warranties of the Purchaser.




The
      Purchaser represents, warrants and convenants to the Company that, as of the
      related Closing Date or as of such date specifically provided
      herein:





(a)  The
      Purchaser is a corporation, dully organized validly existing and in good
      standing under the laws of the State of Delaware and is qualified to transact
      business in, is in good standing under the laws of, and possesses all licenses
      necessary for the conduct of its business in, each state in which any Mortgaged
      Property is located or is otherwise except or not required under applicable
      law
      to effect such qualification or license;





(b)  The
      Purchaser has full power and authority to hold each Mortgage Loan, to purchase
      each Mortgage Loan pursuant to this Agreement and the related Term Sheet and
      to
      execute, deliver and perform, and to enter into and consummate all transactions
      contemplated by this Agreement and the related Term Sheet and to conduct its
      business as presently conducted, has duly authorized the execution, delivery
      and
      performance of this Agreement and the related Term Sheet, has duly executed
      and
      delivered this Agreement and the related Term Sheet;





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





(d)  There
      is
      no litigation pending or to the best of the Purchaser’s knowledge, threatened
      with respect to the Purchaser which is reasonably likely to have a material
      adverse effect on the purchase of the related Mortgage Loans, the execution,
      delivery or enforceability of this Agreement and the related Term Sheet, or
      which is reasonably likely to have a material adverse effect on the financial
      condition of the Purchaser;





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





(f)  The
      consummation of the transactions contemplated by this Agreement and the related
      Term Sheet is in the ordinary course of business of the Purchaser;





(h)  The
      Purchaser will treat the purchase of the Mortgage Loans from the Company as
      a
      purchase for reporting, tax and accounting purposes; and





(i)  The
      Purchaser does not believe, nor does it have any cause or reason to believe,
      that it cannot perform each and every of its covenants contained in this
      Agreement and the related Term Sheet.





The
      Purchaser shall indemnify the Company and hold it harmless against any claims,
      proceedings, losses, damages, penalties, fines, forfeitures, reasonable and
      necessary legal fees and related costs, judgments, and other costs and expenses
      resulting from a breach by the Purchaser of the representations and warranties
      contained in this Section 3.04. It is understood and agreed that the obligations
      of the Purchaser set forth in this Section 3.04 to indemnify the 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 the related Term Sheet
      and
      with Accepted Servicing Practices, and shall have full power and authority,
      acting alone, to do or cause to be done any and all things in connection with
      such servicing and administration which the Company may deem necessary or
      desirable and consistent with the terms of this Agreement and the related Term
      Sheet and with Accepted Servicing Practices and exercise the same care that
      it
      customarily employs for its own account. Except as set forth in this Agreement
      and the related Term Sheet, the Company shall service the Mortgage Loans in
      strict compliance with the servicing provisions of the Fannie Mae Guides
      (special servicing option), which include, but are not limited to, provisions
      regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan
      payments, the payment of taxes, insurance and other charges, the maintenance
      of
      hazard insurance with a Qualified Insurer, the maintenance of mortgage
      impairment insurance, the maintenance of fidelity bond and errors and omissions
      insurance, inspections, the restoration of Mortgaged Property, the maintenance
      of Primary Mortgage Insurance Policies, insurance claims, the title, management
      and disposition of REO Property, permitted withdrawals with respect to REO
      Property, liquidation reports, and reports of foreclosures and abandonments
      of
      Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage
      Files, annual statements, and examination of records and facilities. In the
      event of any conflict, inconsistency or discrepancy between any of the servicing
      provisions of this Agreement and the related Term Sheet and any of the servicing
      provisions of the Fannie Mae Guides, the provisions of this Agreement and the
      related Term Sheet shall control and be binding upon the Purchaser and the
      Company.





Consistent
      with the terms of this Agreement and the related Term Sheet, the Company may
      waive, modify or vary any term of any Mortgage Loan or consent to the
      postponement of any such term or in any manner grant indulgence to any Mortgagor
      if in the Company's reasonable and prudent determination such waiver,
      modification, postponement or indulgence is not materially adverse to the
      Purchaser, provided, however, that unless the Company has obtained the prior
      written consent of the Purchaser, the Company shall not permit any modification
      with respect to any Mortgage Loan that would change the Mortgage Interest Rate,
      defer for more than ninety days or forgive any payment of principal or interest,
      reduce or increase the outstanding principal balance (except for actual payments
      of principal) or change the final maturity date on such Mortgage Loan. In the
      event of any such modification which has been agreed to in writing by the
      Purchaser and which permits the deferral of interest or principal payments
      on
      any Mortgage Loan, the Company shall, on the Business Day immediately preceding
      the Remittance Date in any month in which any such principal or interest payment
      has been deferred, deposit in the Custodial Account from its own funds, in
      accordance with Section 4.04, the difference between (a) such month's principal
      and one month's interest at the Mortgage Loan Remittance Rate on the unpaid
      principal balance of such Mortgage Loan and (b) the amount paid by the
      Mortgagor. The Company shall be entitled to reimbursement for such advances
      to
      the same extent as for all other advances pursuant to Section 4.05. Without
      limiting the generality of the foregoing, the Company shall continue, and is
      hereby authorized and empowered, to prepare, execute and deliver, all
      instruments of satisfaction or cancellation, or of partial or full release,
      discharge and all other comparable instruments, with respect to the Mortgage
      Loans and with respect to the Mortgaged Properties. Notwithstanding anything
      herein to the contrary, the Company may not enter into a forbearance agreement
      or similar arrangement with respect to any Mortgage Loan which runs more than
      180 days after the first delinquent Due Date. Any such agreement shall be
      approved by Purchaser and, if required, by the Primary Mortgage Insurance Policy
      insurer, if required.





Notwithstanding
      anything to the contrary contained in this Agreement, the Company shall not
      make
      or permit any modification, waiver or amendment of any term of any Mortgage
      Loan
      that would cause any REMIC created under the trust agreement pursuant to any
      Reconstitution to fail to qualify as a REMIC or result in the imposition of
      any
      tax under Section 860F(a) or Section 860G(d) of the Code.





The
      Company shall not permit the creation of any “interests” (within the meaning of
      Section 860G of the Code) in any REMIC. The Company shall not enter into any
      arrangement by which a REMIC will receive a fee or other compensation for
      services nor permit a REMIC to receive any income from assets other than
“qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted
      investments” as defined in Section 860G(a)(5) of the Code.





In
      servicing and administering the Mortgage Loans, the Company shall employ
      Accepted Servicing Practices, giving due consideration to the Purchaser's
      reliance on the Company. Unless a different time period is stated in this
      Agreement or the related Term Sheet, Purchaser shall be deemed to have given
      consent in connection with a particular matter if Purchaser does not
      affirmatively grant or deny consent within five (5) Business Days from the
      date
      Purchaser receives a second written request for consent for such matter from
      Company as servicer.





The
      Mortgage Loans may be subserviced by a Subservicer on behalf of the Company
      provided that the Subservicer is an entity that engages in the business of
      servicing loans, and in either case shall be authorized to transact business,
      and licensed to service mortgage loans, in the state or states where the related
      Mortgaged Properties it is to service are situated, if and to the extent
      required by applicable law to enable the Subservicer to perform its obligations
      hereunder and under the Subservicing Agreement, and in either case shall be
      a
      FHLMC or Fannie Mae approved mortgage servicer in good standing, and no event
      has occurred, including but not limited to a change in insurance coverage,
      which
      would make it unable to comply with the eligibility requirements for lenders
      imposed by Fannie Mae or for seller/servicers imposed by Fannie Mae or FHLMC,
      or
      which would require notification to Fannie Mae or FHLMC. In addition, each
      Subservicer will obtain and preserve its qualifications to do business as a
      foreign corporation and its licenses to service mortgage loans, in each
      jurisdiction in which such qualifications and/or licenses are or shall be
      necessary to protect the validity and enforceability of this Agreement, or
      any
      of the Mortgage Loans and to perform or cause to be performed its duties under
      the related Subservicing Agreement. The Company may perform any of its servicing
      responsibilities hereunder or may cause the Subservicer to perform any such
      servicing responsibilities on its behalf, but the use by the Company of the
      Subservicer shall not release the Company from any of its obligations hereunder
      and the Company shall remain responsible hereunder for all acts and omissions
      of
      the Subservicer as fully as if such acts and omissions were those of the
      Company. The Company shall pay all fees and expenses of the Subservicer from
      its
      own funds, and the Subservicer's fee shall not exceed the Servicing Fee. Company
      shall notify Purchaser promptly in writing upon the appointment of any
      Subservicer.





At
      the
      cost and expense of the Company, without any right of reimbursement from the
      Custodial Account, the Company shall be entitled to terminate the rights and
      responsibilities of the Subservicer and arrange for any servicing
      responsibilities to be performed by a successor subservicer meeting the
      requirements in the preceding paragraph, provided, however, that nothing
      contained herein shall be deemed to prevent or prohibit the Company, at the
      Company's option, from electing to service the related Mortgage Loans itself.
      In
      the event that the Company's responsibilities and duties under this Agreement
      are terminated pursuant to Section 4.13, 8.04, 9.01 or 10.01 and if requested
      to
      do so by the Purchaser, the Company shall at its own cost and expense terminate
      the rights and responsibilities of the Subservicer effective as of the date
      of
      termination of the Company. The Company shall pay all fees, expenses or
      penalties necessary in order to terminate the rights and responsibilities of
      the
      Subservicer from the Company's own funds without reimbursement from the
      Purchaser.





Notwithstanding
      any of the provisions of this Agreement relating to agreements or arrangements
      between the Company and the Subservicer or any reference herein to actions
      taken
      through the Subservicer or otherwise, the Company shall not be relieved of
      its
      obligations to the Purchaser and shall be obligated to the same extent and
      under
      the same terms and conditions as if it alone were servicing and administering
      the Mortgage Loans. The Company shall be entitled to enter into an agreement
      with the Subservicer for indemnification of the Company by the Subservicer
      and
      nothing contained in this Agreement shall be deemed to limit or modify such
      indemnification. The Company will indemnify and hold Purchaser harmless from
      any
      loss, liability or expense arising out of its use of a Subservicer to perform
      any of its servicing duties, responsibilities and obligations
      hereunder.





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





Section
      4.02  Collection
      of Mortgage Loan Payments .





Continuously
      from the date hereof until the date each Mortgage Loan ceases to be subject
      to
      this Agreement, the Company will proceed diligently to collect all payments
      due
      under each Mortgage Loan when the same shall become due and payable and shall,
      to the extent such procedures shall be consistent with this Agreement, Accepted
      Servicing Practices, and the terms and provisions of any related Primary
      Mortgage Insurance Policy, follow such collection procedures as it follows
      with
      respect to mortgage loans comparable to the Mortgage Loans and held for its
      own
      account. Further, the Company will take special care in ascertaining and
      estimating annual escrow payments, and all other charges that, as provided
      in
      the Mortgage, will become due and payable, so that the installments payable
      by
      the Mortgagors will be sufficient to pay such charges as and when they become
      due and payable.





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 provisions provided in the Mortgage Loan Documents.





Section
      4.03  Realization
      Upon Defaulted Mortgage





The
      Company shall use its best efforts, consistent with the procedures that the
      Company would use in servicing loans for its own account, consistent with
      Accepted Servicing Practices, any Primary Mortgage Insurance Policies and the
      best interest of Purchaser, to foreclose upon or otherwise comparably convert
      the ownership of properties securing such of the Mortgage Loans as come into
      and
      continue in default and as to which no satisfactory arrangements can be made
      for
      collection of delinquent payments pursuant to Section 4.01. 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 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 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.





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 Monthly 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.





If
      a
      REMIC election has been made with respect to the arrangement under which the
      Mortgage Loans and REO Property are held, the Company 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 Section 860G(a)(2) of the Code
      and the tax on “contributions” to a REMIC set forth in Section 860(D) of the
      Code) unless the Company has received an Opinion of Counsel (at the expense
      of
      the party seeking to take such action) to the effect that the contemplated
      action will not endanger such REMIC status or result in the imposition of any
      such tax.





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 shall be deposited in
      the
      Custodial Account within 48 hours of receipt, and shall at all times be insured
      by the FDIC up to the FDIC insurance limits, or must be invested in Permitted
      Investments for the benefit of the Purchaser. Funds deposited in the Custodial
      Account may be drawn on by the Company in accordance with Section 4.05. The
      creation of any Custodial Account shall be evidenced by a letter agreement
      in
      the form shown in Exhibit B hereto. The original of such letter agreement shall
      be furnished to the Purchaser on the Closing Date, and upon the request of any
      subsequent Purchaser.





The
      Company shall deposit in the Custodial Account on a daily basis, and retain
      therein the following payments and collections received or made by it subsequent
      to the Cut-off Date, or received by it prior to the Cut-off Date but allocable
      to a period subsequent thereto, other than in respect of principal and interest
      on the Mortgage Loans due on or before the Cut-off Date:





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





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





(iii)  all
      Liquidation Proceeds;





(iv)  any
      amounts required to be deposited by the Company in connection with any REO
      Property pursuant to Section 4.13 and in connection therewith, the Company
      shall
      provide the Purchaser with written detail itemizing all of such
      amounts;





(v)  all
      Insurance Proceeds including amounts required to be deposited pursuant to
      Sections 4.08, 4.10 and 4.11, other than proceeds to be held in the Escrow
      Account and applied to the restoration or repair of the Mortgaged Property
      or
      released to the Mortgagor in accordance with Accepted Servicing Practices,
      the
      Mortgage Loan Documents or applicable law;





(vi)  all
      Condemnation Proceeds affecting any Mortgaged Property which are not released
      to
      the Mortgagor in accordance with Accepted Servicing Practices, the loan
      documents or applicable law;





(vii)  any
      Monthly Advances;





(viii)  with
      respect to each full or partial Principal Prepayment, any Prepayment Interest
      Shortfalls, to the extent of the Company’s aggregate Servicing Fee received with
      respect to the related Prepayment Period;





(ix)  any
      amounts required to be deposited by the Company pursuant to Section 4.10 in
      connection with the deductible clause in any blanket hazard insurance policy,
      such deposit shall be made from the Company's own funds, without reimbursement
      therefor; and





(x)  any
      amounts required to be deposited in the Custodial Account pursuant to Section
      4.01, 4.13 or 6.02.





The
      foregoing requirements for deposit in the Custodial Account shall be exclusive,
      it being understood and agreed that, without limiting the generality of the
      foregoing, payments in the nature of late payment charges and assumption fees,
      to the extent permitted by Section 6.01, need not be deposited by the Company
      in
      the Custodial Account. Any interest paid on funds deposited in the Custodial
      Account by the depository institution shall accrue to the benefit of the Company
      and the Company shall be entitled to retain and withdraw such interest from
      the
      Custodial Account pursuant to Section 4.05 (iv). The Purchaser shall not be
      responsible for any losses suffered with respect to investment of funds in
      the
      Custodial Account.








Section
      4.05  Permitted
      Withdrawals From the Custodial Account .





The
      Company may, from time to time, withdraw from the Custodial Account for the
      following purposes:





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





(ii)  to
      reimburse itself for Monthly Advances, the Company's right to reimburse itself
      pursuant to this subclause (ii) being limited to amounts received on the related
      Mortgage Loan which represent late collections (net of the related Servicing
      Fees) of principal and/or interest respecting (or
      to amounts received on the related Mortgage Loan as a whole if the Monthly
      Advance is made due to a shortfall in a Monthly Payment made by a Mortgagor
      entitled to relief under the Soldiers and Sailors Civil Relief Act of 1940)
      respecting  which
      any
      such advance was made, it being understood that, in the case of such
      reimbursement, the Company's right thereto shall be prior to the rights of
      the
      Purchaser, except that, where the Company is required to repurchase a Mortgage
      Loan, pursuant to Section 3.03, the Company's right to such reimbursement shall
      be subsequent to the payment to the Purchaser of the Repurchase Price pursuant
      to such Section and all other amounts required to be paid to the Purchaser
      with
      respect to such Mortgage Loan;





(iii)  to
      reimburse itself for unreimbursed Servicing Advances and any unpaid Servicing
      Fees(or REO administration fees described in Section 4.13), the Company's right
      to reimburse itself pursuant to this subclause (iii) with respect to any
      Mortgage Loan being limited to related proceeds from Liquidation Proceeds,
      Condemnation Proceeds and Insurance Proceeds in accordance with the relevant
      provisions of the Fannie Mae Guides or as otherwise set forth in this Agreement;
      any recovery shall be made upon liquidation of the REO Property;





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





(v)  to
      pay to
      itself with respect to each Mortgage Loan that has been repurchased pursuant
      to
      Section 3.03 all amounts received thereon and not distributed as of the date
      on
      which the related repurchase price is determined,





(vi)  to
      transfer funds to another Eligible Account in accordance with Section 4.09
      hereof;





(vii)  to
      remove
      funds inadvertently placed in the Custodial Account by the Company;





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





(vii)  to
      reimburse itself for Nonrecoverable Advances to the extent not reimbursed
      pursuant to clause (ii) or clause (iii).





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





The
      Company shall segregate and hold all funds collected and received pursuant
      to
      each Mortgage Loan which constitute Escrow Payments separate and apart from
      any
      of its own funds and general assets and shall establish and maintain one or
      more
      Escrow Accounts. The Escrow Account shall be an Eligible Account. Funds
      deposited in each Escrow Account shall at all times be insured in a manner
      to
      provide maximum insurance under the insurance limitations of the FDIC, or must
      be invested in Permitted Investments.  Funds
      deposited in the Escrow Account may be drawn on by the Company in accordance
      with Section 4.07. The creation of any Escrow Account shall be evidenced by
      a
      letter agreement in the form shown in Exhibit C. The original of such letter
      agreement shall be furnished to the Purchaser on the Closing Date, and upon
      request to any subsequent purchaser.





The
      Company shall deposit in the Escrow Account or Accounts on a daily basis, and
      retain therein:





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





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





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





The
      Company shall make withdrawals from the Escrow Account only to effect such
      payments as are required under this Agreement, and for such other purposes
      as
      shall be as set forth or in accordance with Section 4.07. The Company shall
      be
      entitled to retain any interest paid on funds deposited in the Escrow Account
      by
      the depository institution other than interest on escrowed funds required by
      law
      to be paid to the Mortgagor and, to the extent required by law, the Company
      shall pay interest on escrowed funds to the Mortgagor notwithstanding that
      the
      Escrow Account is non-interest bearing or that interest paid thereon is
      insufficient for such purposes.  The
      Purchaser shall not be responsible for any losses suffered with respect to
      investment of funds in the Escrow Account.








Section
      4.07  Permitted
      Withdrawals From Escrow Account .





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





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





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





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





(iv)  for
      transfer to the Custodial Account in accordance with the terms of this
      Agreement;





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





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





(vii)  to
      clear
      and terminate the Escrow Account on the termination of this Agreement. As part
      of its servicing duties, the Company shall pay to the Mortgagors interest on
      funds in Escrow Account, to the extent required by law, and to the extent that
      interest earned on funds in the Escrow Account is insufficient, shall pay such
      interest from its own funds, without any reimbursement therefor;
      and





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





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




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





The
      Company will maintain in full force and effect Primary Mortgage Insurance
      Policies issued by a Qualified Insurer with respect to each Mortgage Loan for
      which such coverage is herein required. Such coverage will be terminated only
      with the approval of Purchaser, or as required by applicable law or regulation.
      The Company will not cancel or refuse to renew any Primary Mortgage Insurance
      Policy in effect on the Closing Date that is required to be kept in force under
      this Agreement unless a replacement Primary Mortgage Insurance Policy for such
      canceled or nonrenewed policy is obtained from and maintained with a Qualified
      Insurer. The Company shall not take any action which would result in
      non-coverage under any applicable Primary Mortgage Insurance Policy of any
      loss
      which, but for the actions of the Company would have been covered thereunder.
      In
      connection with any assumption or substitution agreement entered into or to
      be
      entered into pursuant to Section 6.01, the Company shall promptly notify the
      insurer under the related Primary Mortgage Insurance Policy, if any, of such
      assumption or substitution of liability in accordance with the terms of such
      policy and shall take all actions which may be required by such insurer as
      a
      condition to the continuation of coverage under the Primary Mortgage Insurance
      Policy. If such Primary Mortgage Insurance Policy is terminated as a result
      of
      such assumption or substitution of liability, the Company shall obtain a
      replacement Primary Mortgage Insurance Policy as provided above.





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





Section
      4.09  Transfer
      of Accounts .





The
      Company may transfer the Custodial Account or the Escrow Account to a different
      Eligible Account from time to time. Such transfer shall be made only upon
      obtaining the prior written consent of the Purchaser, which consent will not
      be
      unreasonably withheld.





Section
      4.10  Maintenance
      of Hazard Insurance .





The
      Company shall cause to be maintained for each Mortgage Loan fire and hazard
      insurance with extended coverage as is acceptable to Fannie Mae or FHLMC and
      customary in the area where the Mortgaged Property is located in an amount
      which
      is equal to the lesser of (i) the maximum insurable value of the improvements
      securing such Mortgage Loan or (ii) the greater of (a) the outstanding principal
      balance of the Mortgage Loan, and (b) an amount such that the proceeds thereof
      shall be sufficient to prevent the Mortgagor and/or the mortgagee from becoming
      a co-insurer. If required by the Flood Disaster Protection Act of 1973, as
      amended, each Mortgage Loan shall be covered by a flood insurance policy meeting
      the requirements of the current guidelines of the Federal Insurance
      Administration in effect with an insurance carrier acceptable to Fannie Mae
      or
      FHLMC, in an amount representing coverage not less than the least of (i) the
      outstanding principal balance of the Mortgage Loan, (ii) the maximum insurable
      value of the improvements securing such Mortgage Loan or (iii) the maximum
      amount of insurance which is available under the Flood Disaster Protection
      Act
      of 1973, as amended. If at any time during the term of the Mortgage Loan, the
      Company determines in accordance with applicable law and pursuant to the Fannie
      Mae Guides that a Mortgaged Property is located in a special flood hazard area
      and is not covered by flood insurance or is covered in an amount less than
      the
      amount required by the Flood Disaster Protection Act of 1973, as amended, the
      Company shall notify the related Mortgagor that the Mortgagor must obtain such
      flood insurance coverage, and if said Mortgagor fails to obtain the required
      flood insurance coverage within forty-five (45) days after such notification,
      the Company shall immediately force place the required flood insurance on the
      Mortgagor’s behalf. The Company shall also maintain on each REO Property, fire
      and hazard insurance with extended coverage in an amount which is at least
      equal
      to the maximum insurable value of the improvements which are a part of such
      property, and, to the extent required and available under the Flood Disaster
      Protection Act of 1973, as amended, flood insurance in an amount as provided
      above. Any amounts collected by the Company under any such policies other than
      amounts to be deposited in the Escrow Account and applied to the restoration
      or
      repair of the Mortgaged Property or REO Property, or released to the Mortgagor
      in accordance with Accepted Servicing Practices, shall be deposited in the
      Custodial Account, subject to withdrawal pursuant to Section 4.05. It is
      understood and agreed that no other additional insurance need be required by
      the
      Company of the Mortgagor or maintained on property acquired in respect of the
      Mortgage Loan, other than pursuant to this Agreement, the Fannie Mae Guides
      or
      such applicable state or federal laws and regulations as shall at any time
      be in
      force and as shall require such additional insurance. All such policies shall
      be
      endorsed with standard mortgagee clauses with loss payable to the Company and
      its successors and/or assigns and shall provide for at least thirty days prior
      written notice of any cancellation, reduction in the amount or material change
      in coverage to the Company. The Company shall not interfere with the Mortgagor's
      freedom of choice in selecting either his insurance carrier or agent, provided,
      however, that the Company shall not accept any such insurance policies from
      insurance companies unless such companies are Qualified Insurers.





Section
      4.11  Maintenance
      of Mortgage Impairment Insurance Policy .





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





Section
      4.12  Fidelity
      Bond, Errors and Omissions Insurance .





The
      Company shall maintain, at its own expense, a blanket fidelity bond and an
      errors and omissions insurance policy, with broad coverage with responsible
      companies on all officers, employees or other persons acting in any capacity
      with regard to the Mortgage Loan to handle funds, money, documents and papers
      relating to the Mortgage Loan. The Fidelity Bond shall be in the form of the
      Mortgage Banker's Blanket Bond and shall protect and insure the Company against
      losses, including forgery, theft, embezzlement and fraud of such persons. The
      errors and omissions insurance shall protect and insure the Company against
      losses arising out of errors and omissions and negligent acts of such persons.
      Such errors and omissions insurance shall also protect and insure the Company
      against losses in connection with the failure to maintain any insurance policies
      required pursuant to this Agreement and the release or satisfaction of a
      Mortgage Loan without having obtained payment in full of the indebtedness
      secured thereby. No provision of this Section 4.12 requiring the Fidelity Bond
      or errors and omissions insurance shall diminish or relieve the Company from
      its
      duties and obligations as set forth in this Agreement. The minimum coverage
      under any such bond and insurance policy shall be at least equal to the
      corresponding amounts required by Fannie Mae in the Fannie Mae Guides. Upon
      request by the Purchaser, the Company shall deliver to the Purchaser a
      certificate from the surety and the insurer as to the existence of the Fidelity
      Bond and errors and omissions insurance policy and shall obtain a statement
      from
      the surety and the insurer that such Fidelity Bond or insurance policy shall
      in
      no event be terminated or materially modified without thirty (30) days' prior
      written notice to the Purchaser. The Company shall notify the Purchaser within
      five (5) business days of receipt of notice that such Fidelity Bond or insurance
      policy will be, or has been, materially modified or terminated. The Purchaser
      (or any party having the status of Purchaser hereunder) and any subsidiary
      thereof and their successors or assigns as their interests may appear must
      be
      named as loss payees on the Fidelity Bond and as additional insured on the
      errors and omissions policy. Upon request by Purchaser, Company shall provide
      Purchaser with an insurance certificate certifying coverage under this Section
      4.12, and will provide an update to such certificate upon request, or upon
      renewal or material modification of coverage.





Section
      4.13  Title,
      Management and Disposition of REO Property .





In
      the
      event that title to the Mortgaged Property is acquired in foreclosure or by
      deed
      in lieu of foreclosure, the deed or certificate of sale shall be taken in the
      name of the Purchaser or its designee, or in the event the Purchaser or its
      designee is not authorized or permitted to hold title to real property in the
      state where the REO Property is located, or would be adversely affected under
      the "doing business" or tax laws of such state by so holding title, the deed
      or
      certificate of sale shall be taken in the name of such Person or Persons as
      shall be consistent with an opinion of counsel obtained by the Company from
      an
      attorney duly licensed to practice law in the state where the REO Property
      is
      located. Any Person or Persons holding such title other than the Purchaser
      shall
      acknowledge in writing that such title is being held as nominee for the benefit
      of the Purchaser.





The
      Company shall notify the Purchaser in accordance with the Fannie Mae Guides
      of
      each acquisition of REO Property upon such acquisition (and, in any event,
      shall
      provide notice of the consummation of any foreclosure sale within three (3)
      Business Days of the date Company receives notice of such consummation),
      together with a copy of the drive by appraisal or brokers price opinion of
      the
      Mortgaged Property obtained in connection with such acquisition. The Purchaser
      shall thereafter assume the responsibility for marketing such REO property
      and
      shall be disposed of by the Purchaser. 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.





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,
      until
      such time the REO Property is conveyed to the Purchaser for final disposition.
      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 and such reports shall be retained in the Mortgage File. The Company
      shall file
      all
      necessary mortgage insurance claims.





Section
      4.14  Notification
      of Maturity Date .





With
      respect to each Mortgage Loan, the Company shall execute and deliver to the
      Mortgagor any and all necessary notices required under applicable law and the
      terms of the related Mortgage Note and Mortgage regarding the maturity date
      if
      required under applicable law.





ARTICLE
      V





PAYMENTS
      TO THE PURCHASER





Section
      5.01  Distributions .





On
      each
      Remittance Date, the Company shall distribute by wire transfer of immediately
      available funds to the Purchaser (i) all amounts credited to the Custodial
      Account as of the close of business on the preceding Determination Date, net
      of
      charges against or withdrawals from the Custodial Account pursuant to Section
      4.05, plus (ii) all Monthly Advances, if any, which the Company is obligated
      to
      distribute pursuant to Section 5.03, plus, (iii) interest at the Mortgage Loan
      Remittance Rate on any Principal Prepayment from the date of such Principal
      Prepayment through the end of the month for which disbursement is made provided
      that the Company’s obligation as to payment of such interest shall be limited to
      the Servicing Fee earned during the month of the distribution, minus (iv) any
      amounts attributable to Monthly Payments collected but due on a Due Date or
      Dates subsequent to the preceding Determination Date, which amounts shall be
      remitted on the Remittance Date next succeeding the Due Period for such amounts.
      It is understood that, by operation of Section 4.04, the remittance on the
      first
      Remittance Date with respect to Mortgage Loans purchased pursuant to the related
      Term Sheet is to include principal collected after the Cut-off Date through
      the
      preceding Determination Date plus interest, adjusted to the Mortgage Loan
      Remittance Rate collected through such Determination Date exclusive of any
      portion thereof allocable to the period prior to the Cut-off Date, with the
      adjustments specified in clauses (ii), (iii) and (iv) above.





With
      respect to any remittance received by the Purchaser after the Remittance Date,
      the Company shall pay to the Purchaser interest on any such late payment at
      an
      annual rate equal to the Prime Rate, adjusted as of the date of each change,
      plus three (3) percentage points, but in no event greater than the maximum
      amount permitted by applicable law. Such interest shall cover the period
      commencing with the day following the Business Day such payment was due and
      ending with the Business Day on which such payment is made to the Purchaser,
      both inclusive. The payment by the Company of any such interest shall not be
      deemed an extension of time for payment or a waiver of any Event of Default
      by
      the Company. On each Remittance Date, the Company shall provide a remittance
      report detailing all amounts being remitted pursuant to this Section
      5.01.





Section
      5.02  Statements
      to the Purchaser .





The
      Company shall furnish to Purchaser an individual loan accounting report, as
      of
      the last Business Day of each month, in the Company's assigned loan number
      order
      to document Mortgage Loan payment activity on an individual Mortgage Loan basis.
      With respect to each month, the corresponding individual loan accounting report
      shall be received by the Purchaser no later than the fifth Business Day of
      the
      following month on a disk or tape or other computer-readable format in such
      format as may be mutually agreed upon by both Purchaser and Company, and no
      later than the fifth Business Day of the following month in hard copy, and
      shall
      contain the following:





(i)
      With
      respect to each Monthly Payment, the amount of such remittance allocable to
      principal (including a separate breakdown of any Principal Prepayment, including
      the date of such prepayment, and any prepayment penalties or premiums, along
      with a detailed report of interest on principal prepayment amounts remitted
      in
      accordance with Section 4.04);





(ii)
      with
      respect to each Monthly Payment, the amount of such remittance allocable to
      interest;





(iii)
      the
      amount of servicing compensation received by the Company during the prior
      distribution period;





(iv)
      the
      aggregate Stated Principal Balance of the Mortgage Loans;





(v)
      the
      aggregate of any expenses reimbursed to the Company during the prior
      distribution period pursuant to Section 4.05;





(vi)
      The
      number and aggregate outstanding principal balances of Mortgage Loans (a)
      delinquent (1) 30 to 59 days, (2) 60 to 89 days, (3) 90 days or more; (b) as
      to
      which foreclosure has commenced; and (c) as to which REO Property has been
      acquired; and





The
      Company shall also provide a trial balance, sorted in Purchaser's assigned
      loan
      number order, in the form of Exhibit E hereto, with each such
      Report.





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





In
      addition, not more than sixty (60) days after the end of each calendar year,
      the
      Company shall furnish to each Person who was a Purchaser at any time during
      such
      calendar year an annual statement in accordance with the requirements of
      applicable federal income tax law as to the aggregate of remittances for the
      applicable portion of such year.





Section
      5.03  Monthly
      Advances by the Company .





Not
      later
      than the close of business on the Business Day preceding each Remittance Date,
      the Company shall deposit in the Custodial Account an amount equal to all
      payments not previously advanced by the Company, whether or not deferred
      pursuant to Section 4.01, of principal (due after the Cut-off Date) and interest
      not allocable to the period prior to the Cut-off Date, adjusted to the Mortgage
      Loan Remittance Rate, which were due on a Mortgage Loan and delinquent at the
      close of business on the related Determination Date ;
      provided, however that the Company shall not be obligated to advance any
      shortfall arising as a result of application of the Soldiers’ and Sailors’ Civil
      Relief Act of 1940 to any Mortgage Loan. .





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 a Nonrecoverable Advance. In such
      event, the Company shall deliver to the Purchaser an Officer's Certificate
      of
      the Company to the effect that an officer of the Company has reviewed the
      related Mortgage File and has made the reasonable determination that any
      additional advances are nonrecoverable.





Section
      5.04  Liquidation
      Reports .





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





Section
      5.05  Prepayment
      Interest Shortfalls .





Not
      later
      than the close of business on the Business Day preceding each Remittance Date
      in
      the month following the related Prepayment Period, the Company shall deposit
      in
      the Custodial Account an amount equal to any Prepayment Interest Shortfalls
      with
      respect to such Prepayment Period, which in the aggregate shall not exceed
      the
      Company’s aggregate Servicing Fee received with respect to the related Due
      Period.




ARTICLE
      VI





GENERAL
      SERVICING PROCEDURES





Section
      6.01  Assumption
      Agreements .





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





In
      connection with any such assumption or substitution of liability, the Company
      shall follow the underwriting practices and procedures of the Company. With
      respect to an assumption or substitution of liability, the Mortgage Interest
      Rate borne by the related Mortgage Note, the amount of the Monthly Payment
      and
      the maturity date may not be changed (except pursuant to the terms of the
      Mortgage Note). If the credit of the proposed transferee does not meet such
      underwriting criteria, the Company diligently shall, to the extent permitted
      by
      the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity
      of the Mortgage Loan. The Company shall notify the Purchaser that any such
      substitution of liability or assumption agreement has been completed by
      forwarding to the Purchaser the original of any such substitution of liability
      or assumption agreement, which document shall be added to the related Mortgage
      File and shall, for all purposes, be considered a part of such Mortgage File
      to
      the same extent as all other documents and instruments constituting a part
      thereof. All fees collected by the Company for entering into an assumption
      or
      substitution of liability agreement shall belong to the Company.





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





Section
      6.02  Satisfaction
      of Mortgages and Release of Mortgage Files .





Upon
      the
      payment in full of any Mortgage Loan, or the receipt by the Company of a
      notification that payment in full will be escrowed in a manner customary for
      such purposes, the Company will immediately notify the Purchaser by a
      certification, which certification shall include a statement to the effect
      that
      all amounts received or to be received in connection with such payment which
      are
      required to be deposited in the Custodial Account pursuant to Section 4.04
      have
      been or will be so deposited, of a Servicing Officer and shall request delivery
      to it of the portion of the Mortgage File held by the Purchaser. The Purchaser
      shall no later than five Business Days after receipt of such certification
      and
      request, release or cause to be released to the Company, the related Mortgage
      Loan Documents and, upon its receipt of such documents, the Company shall
      promptly prepare and deliver to the Purchaser the requisite satisfaction or
      release. No later than five (5) Business Days following its receipt of such
      satisfaction or release, the Purchaser shall deliver, or cause to be delivered,
      to the Company the release or satisfaction properly executed by the owner of
      record of the applicable mortgage or its duly appointed attorney in fact. No
      expense incurred in connection with any instrument of satisfaction or deed
      of
      reconveyance shall be chargeable to the Custodial Account.





In
      the
      event the Company satisfies or releases a Mortgage without having obtained
      payment in full of the indebtedness secured by the Mortgage or should it
      otherwise prejudice any right the Purchaser may have under the mortgage
      instruments, the Company, upon written demand, shall remit within two (2)
      Business Days to the Purchaser the then outstanding principal balance of the
      related Mortgage Loan by deposit thereof in the Custodial Account. The Company
      shall maintain the Fidelity Bond and errors and omissions insurance insuring
      the
      Company against any loss it may sustain with respect to any Mortgage Loan not
      satisfied in accordance with the procedures set forth herein.





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





Section
      6.03  Servicing
      Compensation .





As
      compensation for its services hereunder, the Company shall be entitled to
      withdraw from the Custodial Account (to the extent of interest payments
      collected on the Mortgage Loans) or to retain from interest payments collected
      on the Mortgage Loans, the amounts provided for as the Company's Servicing
      Fee,
      subject to payment of compensating interest on Principal Prepayments as capped
      by the Servicing Fee pursuant to Section 5.01 (iii). Additional servicing
      compensation in the form of assumption fees, as provided in Section 6.01, and
      late payment charges or otherwise shall be retained by the Company to the extent
      not required to be deposited in the Custodial Account. No Servicing Fee shall
      be
      payable in connection with partial Monthly Payments. The Company shall be
      required to pay all expenses incurred by it in connection with its servicing
      activities hereunder and shall not be entitled to reimbursement therefor except
      as specifically provided for.





Section
      6.04  Annual
      Statement as to Compliance .





The
      Company will deliver to the Purchaser not later than 90 days following the
      end
      of each fiscal year of the Company beginning in March 2004, 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 .





Within
      ninety (90) days of Company's fiscal year end beginning in March 2004, 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. In addition, on
      an
      annual basis, Company shall provided Purchaser with copies of its audited
      financial statements.





Section
      6.06  Purchaser's
      Right to Examine Company Records .





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





The
      Company shall provide to the Purchaser and any supervisory agents or examiners
      representing a state or federal governmental agency having jurisdiction over
      the
      Purchaser, including but not limited to OTS, FDIC and other similar entities,
      access to any documentation regarding the Mortgage Loans in the possession
      of
      the Company which may be required by any applicable regulations. Such access
      shall be afforded without charge, upon reasonable request, during normal
      business hours and at the offices of the Company, and in accordance with the
      FDIC, OTS, or any other similar federal or state regulations, as
      applicable.





ARTICLE
      VII





REPORTS
      TO BE PREPARED BY SERVICER





Section
      7.01  Company
      Shall Provide Information as Reasonably Required .





The
      Company shall furnish to the Purchaser during the term of this Agreement, such
      periodic, special or other reports, information or documentation, whether or
      not
      provided for herein, as shall be necessary, reasonable or appropriate in respect
      to the Purchaser, or otherwise in respect to the Mortgage Loans and the
      performance of the Company under this Agreement, including any reports,
      information or documentation reasonably required to comply with any regulations
      regarding any supervisory agents or examiners of the Purchaser all such reports
      or information to be as provided by and in accordance with such applicable
      instructions and directions as the Purchaser may reasonably request in relation
      to this Agreement or the performance of the Company under this Agreement. The
      Company agrees to execute and deliver all such instruments and take all such
      action as the Purchaser, from time to time, may reasonably request in order
      to
      effectuate the purpose and to carry out the terms of this
      Agreement.





In
      connection with marketing the Mortgage Loans, the Purchaser may make available
      to a prospective purchaser audited financial statements of the Company for
      the
      most recently completed two (2) fiscal years for which such statements are
      available, as well as a Consolidated Statement of Condition at the end of the
      last two (2) fiscal years covered by any Consolidated Statement of Operations.
      If it has not already done so, the Company shall furnish promptly to the
      Purchaser or a prospective purchaser copies of the statements specified
      above.





The
      Company shall make reasonably available to the Purchaser or any prospective
      Purchaser a knowledgeable financial or accounting officer for the purpose of
      answering questions and to permit any prospective purchaser to inspect the
      Company’s servicing facilities for the purpose of satisfying such prospective
      purchaser that the Company has the ability to service the Mortgage Loans as
      provided in this Agreement.








ARTICLE
      VIII





THE
      SERVICER





Section
      8.01  Indemnification;
      Third Party Claims .





The
      Company agrees to indemnify the Purchaser and hold it harmless against any
      and
      all claims, losses, damages, penalties, fines, forfeitures, legal fees and
      related costs, judgments, and any other costs, fees and expenses that the
      Purchaser may sustain in any way related to the failure of the Company to
      observe and perform its duties, obligations, covenants, and agreements to
      service the Mortgage Loans in strict compliance with the terms of this
      Agreement. The Company agrees to indemnify the Purchaser and hold it harmless
      against any and all claims, losses, damages, penalties, fines, forfeitures,
      legal fees and related costs, judgments, and any other costs, fees and expenses
      that the Purchaser may sustain in any way from any claim, demand, defense or
      assertion based on or grounded upon, or resulting from any assertion based
      on,
      grounded upon or resulting from a breach or alleged breach of any of the
      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 strict compliance with the
      terms of this Agreement, the breach of representation or warranty set forth
      in
      Sections 3.01 or 3.02, or the negligence, bad faith or willful misconduct of
      Company. The provisions of this Section 8.01 shall survive termination of this
      Agreement.





Section
      8.02  Merger
      or Consolidation of the Company .





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





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





Section
      8.03  Limitation
      on Liability of the Company and Others .





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





Section
      8.04  Company
      Not to Assign or Resign .





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





Section
      8.05  No
      Transfer of Servicing .





With
      respect to the retention of the Company to service the Mortgage Loans hereunder,
      the Company acknowledges that the Purchaser has acted in reliance upon the
      Company's independent status, the adequacy of its servicing facilities, plan,
      personnel, records and procedures, its integrity, reputation and financial
      standing and the continuance thereof. Without in any way limiting the generality
      of this Section, the Company shall not either assign this Agreement or the
      servicing hereunder or delegate its rights or duties hereunder or any portion
      thereof, or sell or otherwise dispose of all or substantially all of its
      property or assets, without the prior written approval of the Purchaser, which
      consent shall be granted or withheld in the Purchaser's sole
      discretion.





Without
      in any way limiting the generality of this Section 8.05, in the event that
      the
      Company either shall assign this Agreement or the servicing responsibilities
      hereunder or delegate its duties hereunder or any portion thereof without (i)
      satisfying the requirements set forth herein or (ii) the prior written consent
      of the Purchaser, then the Purchaser shall have the right to terminate this
      Agreement, without any payment of any penalty or damages and without any
      liability whatsoever to the Company (other than with respect to accrued but
      unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third
      party.













ARTICLE
      IX





DEFAULT





Section
      9.01  Events
      of Default .





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





(i)
      any
      failure by the Company to remit to the Purchaser any payment required to be
      made
      under the terms of this Agreement which continues unremedied for a period of
      one
      (1) Business Day; or





(ii)
      failure on the part of the Company duly to observe or perform in any material
      respect any other of the covenants or agreements on the part of the Company
      set
      forth in this Agreement which continues unremedied for a period of thirty (30)
      days after the date on which written notice of such failure, requiring the
      same
      to be remedied, shall have been given to the Company by the Purchaser;
      or





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





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





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





(vi)
      Company ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan
      seller or servicer for more than thirty days; or





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





(viii)
      the Company ceases to be (a) licensed to service first lien residential mortgage
      loans in any jurisdiction in which a Mortgaged Property is located and such
      licensing is required, and (b) qualified to transact business in any
      jurisdiction where it is currently so qualified, but only to the extent such
      non-qualification materially and adversely affects the Company's ability to
      perform its obligations hereunder; or





(ix)
      the
      Company fails to meet the eligibility criteria set forth in the last sentence
      of
      Section 8.02.





Then,
      and
      in each and every such case, so long as an Event of Default shall not have
      been
      remedied, the Purchaser, by notice in writing to the Company (except in the
      case
      of an Event of Default under clauses (iii), (iv) or (v) above, in which case,
      automatically and without notice) Company may, in addition to whatever rights
      the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or
      to
      damages, including injunctive relief and specific performance, terminate all
      the
      rights and obligations of the Company under this Agreement and in and to the
      Mortgage Loans and the proceeds thereof without compensating the Company for
      the
      same. On or after the receipt by the Company of such written notice (or, in
      the
      case of an Event of Default under clauses (iii), (iv) or (v) above, in which
      case, automatically and without notice), all authority and power of the Company
      under this Agreement, whether with respect to the Mortgage Loans or otherwise,
      shall pass to and be vested in the successor appointed pursuant to Section
      11.01. Upon written request from the Purchaser, the Company shall prepare,
      execute and deliver, any and all documents and other instruments, place in
      such
      successor's possession all Mortgage Files, and do or accomplish all other acts
      or things necessary or appropriate to effect the purposes of such notice of
      termination, whether to complete the transfer and endorsement or assignment
      of
      the Mortgage Loans and related documents, or otherwise, at the Company's sole
      expense. The Company agrees to cooperate with the Purchaser and such successor
      in effecting the termination of the Company's responsibilities and rights
      hereunder, including, without limitation, the transfer to such successor for
      administration by it of all cash amounts which shall at the time be credited
      by
      the Company to the Custodial Account or Escrow Account or thereafter received
      with respect to the Mortgage Loans or any REO Property.





Section
      9.02  Waiver
      of Defaults .





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








ARTICLE
      X





TERMINATION





Section
      10.01  Termination .




The
      respective obligations and responsibilities of the Company shall terminate
      upon:
      (i) the later of the final payment or other liquidation (or any advance with
      respect thereto) of the last Mortgage Loan and the disposition of all remaining
      REO Property and the remittance of all funds due hereunder; or (ii) by mutual
      consent of the Company and the Purchaser in writing; or (iii) termination with
      cause under the terms of this Agreement.





ARTICLE
      XI





MISCELLANEOUS
      PROVISIONS





Section
      11.01  Successor
      to the Company .





Prior
      to
      termination of Company's responsibilities and duties under this Agreement
      pursuant to Sections 4.13, 8.04, 9.01, 10.01 (ii) or (iii), the Purchaser shall
      (i) succeed to and assume all of the Company's responsibilities, rights, duties
      and obligations under this Agreement, or (ii) appoint a successor having the
      characteristics set forth in Section 8.02 hereof and which shall succeed to
      all
      rights and assume all of the responsibilities, duties and liabilities of the
      Company under this Agreement prior to the termination of Company's
      responsibilities, duties and liabilities under this Agreement. In connection
      with such appointment and assumption, the Purchaser may make such arrangements
      for the compensation of such successor out of payments on Mortgage Loans as
      the
      Purchaser and such successor shall agree. In the event that the Company's
      duties, responsibilities and liabilities under this Agreement should be
      terminated pursuant to the aforementioned Sections, the Company shall discharge
      such duties and responsibilities during the period from the date it acquires
      knowledge of such termination until the effective date thereof with the same
      degree of diligence and prudence which it is obligated to exercise under this
      Agreement, and shall take no action whatsoever that might impair or prejudice
      the rights or financial condition of its successor. The resignation or removal
      of Company pursuant to the aforementioned Sections shall not become effective
      until a successor shall be appointed pursuant to this Section and shall in
      no
      event relieve the Company of the representations and warranties made pursuant
      to
      Sections 3.01, 3.02 and 3.03 and the remedies available to the Purchaser
      thereunder and under Section 8.01, it being understood and agreed that the
      provisions of such Sections 3.01, 3.02, 3.03 and 8.01 shall be applicable to
      the
      Company notwithstanding any such resignation or termination of the Company,
      or
      the termination of this Agreement.





Any
      successor appointed as provided herein shall execute, acknowledge and deliver
      to
      the Company and to the Purchaser an instrument accepting such appointment,
      whereupon such successor shall become fully vested with all the rights, powers,
      duties, responsibilities, obligations and liabilities of the Company, with
      like
      effect as if originally named as a party to this Agreement. Any termination
      or
      resignation of the Company or this Agreement pursuant to Section 4.13, 8.04,
      9.01 or 10.01 shall not affect any claims that the Purchaser may have against
      the Company arising prior to any such termination or resignation.





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





Upon
      a
      successor's acceptance of appointment as such, the Company shall notify by
      mail
      the Purchaser of such appointment.





Section
      11.02  Amendment .





This
      Agreement may be amended from time to time by the Company and the Purchaser
      by
      written agreement signed by the Company and the Purchaser.





Section
      11.03  Recordation
      of Agreement .





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





Section
      11.04  Governing
      Law .





This
      Agreement and the related Term Sheet shall be governed by and construed in
      accordance with the laws of the State of New York except to the extent preempted
      by Federal law. The obligations, rights and remedies of the parties hereunder
      shall be determined in accordance with such laws.





Section
      11.05  Notices .





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





(i)  if
      to the
      Company:




First
      Horizon Home Loan Corporation


4000
      Horizon Way


Irving,
      Texas 75063


Attention:
      Capital Markets Department


Telecopier
      No.: [___________]





First
      Tennessee Mortgage Services, Inc.


4000
      Horizon Way


Irving,
      Texas 75063


Attention:
      Capital Markets Department


Telecopier
      No.: [___________]





(ii)  if
      to the
      Purchaser:




EMC
      Mortgage Corporation


Mac
      Arthur Ridge II,


909
      Hidden Ridge Drive, Suite 200


Irving,
      Texas 75038


Attention:
      Ms. Ralene Ruyle


Telecopier
      No.: (972) 444-2810





With
      a
      copy to:





Bear
      Stearns Mortgage Capital Corporation


383
      Madison Avenue


New
      York,
      New York 10179


Attention:
      Mary Haggerty





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





Section
      11.06  Severability
      of Provisions .





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





Section
      11.07  Exhibits .





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





Section
      11.08  General
      Interpretive Principles .





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





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





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




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





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





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





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





(viii)  headings
      of the Articles and Sections in this Agreement are for reference purposes only
      and shall not be deemed to have any substantive effect.





Section
      11.09  Reproduction
      of Documents .





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





Section
      11.10  Confidentiality
      of Information .





Each
      party recognizes that, in connection with this Agreement, it may become privy
      to
      non-public information regarding the financial condition, operations and
      prospects of the other party. Each party agrees to keep all non-public
      information regarding the other party strictly confidential, and to use all
      such
      information solely in order to effectuate the purpose of the Agreement, provided
      that each party may provide confidential information to its employees, agents
      and affiliates who have a need to know such information in order to effectuate
      the transaction, provided further that such information is identified as
      confidential non-public information. In addition, confidential information
      may
      be provided to a regulatory authority with supervisory power over Purchaser,
      provided such information is identified as confidential non-public
      information.





Notwithstanding
      other provisions of this Section 16.14 or any other express or implied
      agreement, arrangement, or understanding to the contrary, the Company and
      Purchaser (the “Parties”) agree that the Parties (and their employees,
      representatives and other agents) may disclose to any and all persons, without
      limitation of any kind from the commencement of discussions, the purported
      or
      claimed U.S. federal income tax treatment of the purchase of the Mortgage Loans
      and related transactions covered by this letter agreement (“tax treatment”) and
      any fact that may be relevant to understanding the tax treatment (“tax
      structure”) and all materials of any kind (including opinions or other tax
      analyses) that are provided to the Parties relating to such tax treatment and
      tax structure, except where confidentiality is reasonably necessary to comply
      with securities laws.





Section
      11.11  Recordation
      of Assignments of Mortgage .





To
      the
      extent permitted by applicable law, each of the Assignments is subject to
      recordation in all appropriate public offices for real property records in
      all
      the counties or other comparable jurisdictions in which any or all of the
      Mortgaged Properties are situated, and in any other appropriate public recording
      office or elsewhere, such recordation to be effected by and at the Company’s
      expense in the event recordation is either necessary under applicable law or
      requested by the Purchaser at its sole option.





Section
      11.12  Assignment .





The
      Purchaser shall have the right, without the consent of the Company, to assign,
      in whole or in part, its interest under this Agreement with respect to some
      or
      all of the Mortgage Loans, and designate any person to exercise any rights
      of
      the Purchaser hereunder, by executing an Assignment and Assumption Agreement
      substantially in the form of Exhibit D hereto and the assignee or designee
      shall
      accede to the rights and obligations hereunder of the Purchaser with respect
      to
      such Mortgage Loans. In no event shall Purchaser sell a partial interest in
      any
      Mortgage Loan without the written consent of Company, which consent shall not
      be
      unreasonably denied. All references to the Purchaser in this Agreement shall
      be
      deemed to include its assignee or designee. The Company shall have the right,
      only with the consent of the Purchaser or otherwise in accordance with this
      Agreement, to assign, in whole or in part, its interest under this Agreement
      with respect to some or all of the Mortgage Loans.





Section
      11.13  No
      Partnership .





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





Section
      11.14  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 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 affiliate
      of the Company.





Section
      11.17. Closing .





The
      closing for the purchase and sale of the Mortgage Loans shall take place on
      the
      related Closing Date. The closing shall be either: by telephone, confirmed
      by
      letter or wire as the parties shall agree, or conducted in person, at such
      place
      as the parties shall agree.





The
      closing for the Mortgage Loans to be purchased on the related Closing Date
      shall
      be subject to each of the following conditions:





(a)  at
      least
      one (1) Business Day prior to the related Closing Date, the Company shall
      deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing
      on
      a loan-level basis of the information contained in the related Mortgage Loan
      Schedule attached to the related Term Sheet;





(b)  all
      of
      the representations and warranties of the Company under this Agreement shall
      be
      materially true and correct as of the related Closing Date and no event shall
      have occurred which, with notice or the passage of time, would constitute a
      material default under this Agreement;





(c)  the
      Purchaser shall have received, or the Purchaser's attorneys shall have received
      in escrow, all documents required pursuant to this Agreement, the related Term
      Sheet, an opinion of counsel and an officer's certificate, all in such forms
      as
      are agreed upon and acceptable to the Purchaser, duly executed by all
      signatories other than the Purchaser as required pursuant to the terms
      hereof;





(d)  the
      Company shall have delivered and released to the Purchaser (or its designee)
      on
      or prior to the related Closing Date all documents required pursuant to the
      terms of this Agreement and the related Term Sheet; and





(e)  all
      other
      terms and conditions of this Agreement, the related Term Sheet and the
      Confirmation shall have been materially complied with.





Subject
      to the foregoing conditions, the Purchaser shall pay to the Company on the
      related Closing Date the Purchase Price, plus accrued interest pursuant to
      Section 2.02 of this Agreement, by wire transfer of immediately available funds
      to the account designated by the Company.





Section
      11.18.  Cooperation
      of Company with a Reconstitution .





The
      Company and the Purchaser agree that with respect to some or all of the Mortgage
      Loans, on or after the related Closing Date, on one or more dates (each a
      "Reconstitution Date") at the Purchaser's sole option and with Purchaser’s best
      efforts to provide notice to the Company fifteen (15) days prior to the
      Reconstitution Date, the Purchaser may effect one or more sales, but in no
      event
      greater than three (3) per pool of Mortgage Loan sold under the related Term
      Sheet (each, a "Reconstitution") of some or all of the Mortgage Loans then
      subject to this Agreement, without recourse, to:





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





(b)  one
      or
      more trusts or other entities to be formed as part of one or more pass-through
      transfers (each, a "Pass-Through Transfer").





The
      Company agrees to execute in connection with any agreements among the Purchaser,
      the Company, and any servicer in connection with a Whole Loan Transfer, an
      Assignment, Assumption and Recognition Agreement substantially in the form
      of
      Exhibit D hereto, or, at Purchaser’s request, a seller's warranties and
      servicing agreement or a participation and servicing agreement or similar
      agreement in form and substance reasonably acceptable to the parties, and in
      connection with a Pass-Through Transfer, a pooling and servicing agreement
      in
      form and substance reasonably acceptable to the parties, (collectively the
      agreements referred to herein are designated, the "Reconstitution Agreements").
      It is understood that any such Reconstitution Agreements will not contain any
      greater obligations on the part of Company than are contained in this
      Agreement.





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.




The
      Purchaser agrees that in no event shall the related Servicing Fee Rate be
      reduced for any Mortgage Loan that is subject to a Reconstitution without the
      written consent of the Servicer.





All
      Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain
      subject to, and serviced in accordance with the terms of, this Agreement and
      the
      related Term Sheet, and with respect thereto this Agreement and the related
      Term
      Sheet shall remain in full force and effect.








Section
      11.19.  Reporting
      with Respect to a Reconstitution .





The
      Company agrees that with respect to any Mortgage Loan sold or transferred
      pursuant to a Reconstitution as described in Section 11.18 of this Agreement
      (a
“Reconstituted Mortgage Loan”), the Company, at its expense, shall provide the
      Purchaser with the information set forth in Exhibit J attached hereto for each
      Reconstituted Mortgage Loan in such electronic format as may be mutually agreed
      upon by both Purchaser and Company.




Section
      11.20  Obligations
      of the Sellers




The
      obligations, liability and indemnification of each of the Seller and the
      Servicer under this Agreement are joint and several.










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**
              PurchaserBy:Name:Title:**FIRST
                HORIZON HOME LOAN**
              **CORPORATION**
              SellerBy:Name:Title:**FIRST
                TENNESSEE MORTGAGE**
              **SERVICES,
                INC.**
              ServicerBy:Name:Title:














EXHIBIT
      A


CONTENTS
      OF MORTGAGE FILE





With
      respect to each Mortgage Loan, the Mortgage File shall include each of the
      following items, which shall be available for inspection by the Purchaser,
      and
      which shall be retained by the Company in the Servicing File or delivered to
      the
      Purchaser or its designee pursuant to Sections 2.04 and 2.05 of the Purchase,
      Warranties and Servicing Agreement.





1.
      The
      original Mortgage Note endorsed "Pay to the order of
      ____________________________________________________, without recourse," and
      signed via original signature in the name of the Company by an authorized
      officer, with all intervening endorsements showing a complete chain of title
      from the originator to the Company, together with any applicable riders. In
      no
      event may an endorsement be a facsimile endorsement. If the Mortgage Loan was
      acquired by the Company in a merger, the endorsement must be by "[Company],
      successor by merger to the [name of predecessor]". If the Mortgage Loan was
      acquired or originated by the Company while doing business under another name,
      the endorsement must be by "[Company] formerly known as [previous name]".
      Mortgage Notes may be in the form of a lost note affidavit subject to Purchaser
      acceptability.





2.
      The
      original Mortgage (together with a standard adjustable rate mortgage rider)
      with
      evidence of recording thereon, or a copy thereof certified by the public
      recording office in which such mortgage has been recorded or, if the original
      Mortgage has not been returned from the applicable public recording office,
      a
      true certified copy, certified by the Company.





3.
      The
      original or certified copy, certified by the Company, of the Primary Mortgage
      Insurance Policy, if required.





4.  The
      original Assignment, from the Company to _____________________________________,
      or in accordance with Purchaser's instructions, which assignment shall, but
      for
      any blanks requested by Purchaser, be in form and substance acceptable for
      recording. If the Mortgage Loan was acquired or originated by the Company while
      doing business under another name, the Assignment must be by "[Company] formerly
      known as [previous name]". If the Mortgage Loan was acquired by the Company
      in a
      merger, the endorsement must be by "[Company], successor by merger to the [name
      of predecessor]". None of the Assignments are blanket assignments of
      mortgage.





5.  The
      original policy of title insurance, including riders and endorsements thereto,
      or if the policy has not yet been issued, a written commitment or interim binder
      or preliminary report of title issued by the title insurance or escrow
      company.





6.  Originals
      of all recorded intervening Assignments, or copies thereof, certified by the
      public recording office in which such Assignments have been recorded showing
      a
      complete chain of title from the originator to the Company, with evidence of
      recording thereon, or a copy thereof certified by the public recording office
      in
      which such Assignment has been recorded or, if the original Assignment has
      not
      been returned from the applicable public recording office, a true certified
      copy, certified by the Company.





7.  Originals,
      or copies thereof certified by the public recording office in which such
      documents have been recorded, of each assumption, extension, modification,
      written assurance or substitution agreements, if applicable, or if the original
      of such document has not been returned from the applicable public recording
      office, a true certified copy, certified by the Company.





8.  If
      the
      Mortgage Note or Mortgage or any other material document or instrument relating
      to the Mortgage Loan has been signed by a person on behalf of the Mortgagor,
      the
      original or copy of power of attorney or other instrument that authorized and
      empowered such person to sign bearing evidence that such instrument has been
      recorded, if so required in the appropriate jurisdiction where the Mortgaged
      Property is located, or a copy thereof certified by the public recording office
      in which such instrument has been recorded or, if the original instrument has
      not been returned from the applicable public recording office, a true certified
      copy, certified by the Company.





9.  reserved.





10.  Mortgage
      Loan closing statement (Form HUD-1) and any other truth-in-lending or real
      estate settlement procedure forms required by law.





11.
      Residential loan application.





12.  Uniform
      underwriter and transmittal summary (Fannie Mae Form 1008) or reasonable
      equivalent.





13.  Credit
      report on the mortgagor.





14.  Business
      credit report, if applicable.





15.  Residential
      appraisal report and attachments thereto.





16.  The
      original of any guarantee executed in connection with the Mortgage
      Note.





17.  Verification
      of employment and income except for Mortgage Loans originated under a limited
      documentation program, all in accordance with Company's underwriting
      guidelines.





18.  Verification
      of acceptable evidence of source and amount of down payment, in accordance
      with
      Company's underwriting guidelines.





19.  Photograph
      of the Mortgaged Property (may be part of appraisal).





20.  Survey
      of
      the Mortgaged Property, if any.





21.  Sales
      contract, if applicable.





22.  If
      available, termite report, structural engineer’s report, water portability and
      septic certification.





23.  Any
      original security agreement, chattel mortgage or equivalent executed in
      connection with the Mortgage.





24.  Name
      affidavit, if applicable.





Notwithstanding
      anything to the contrary herein, Company may provide one certificate for all
      of
      the Mortgage Loans indicating that the documents were delivered for
      recording.





EXHIBIT
      B





CUSTODIAL
      ACCOUNT LETTER AGREEMENT





______________,
      2003





To:  [_______________________]


(the
      "Depository")





As
      "Company" under the Purchase, Warranties and Servicing Agreement, dated as
      of
      [_____________________] 1, 200[_] (the "Agreement"), we hereby authorize and
      request you to establish an account, as a Custodial Account pursuant to Section
      4.04 of the Agreement, to be designated as
      "[______________________________________], in trust for the [Purchaser], Owner
      of Adjustable Rate Mortgage Loans". All deposits in the account shall be subject
      to withdrawal therefrom by order signed by the Company. This letter is submitted
      to you in duplicate. Please execute and return one original to us.





[__________________________]By:Name:Title:








The
      undersigned, as "Depository", hereby certifies that the above described account
      has been established under Account Number [__________], at the office of the
      depository indicated above, and agrees to honor withdrawals on such account
      as
      provided above. The full amount deposited at any time in the account will be
      insured up to applicable limits by the Federal Deposit Insurance Corporation
      through the Bank Insurance Fund or the Savings Association Insurance Fund or
      will be invested in Permitted Investments as defined in the
      Agreement.





[__________________________]By:Name:Title:





EXHIBIT
      C





ESCROW
      ACCOUNT LETTER AGREEMENT


_____________,
      2003





To:  [_______________________]


(the
      "Depository")





As
      “Company” under the Purchase Warranties and Servicing Agreement, dated as of
      [____________________]1, 200[_] (the "Agreement"), we hereby authorize and
      request you to establish an account, as an Escrow Account pursuant to Section
      4.06 of the Agreement, to be designated as "[__________________________], in
      trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans, and various
      Mortgagors." All deposits in the account shall be subject to withdrawal
      therefrom by order signed by the Company. This letter is submitted to you in
      duplicate. Please execute and return one original to us.





[__________________________]By:Name:Title:








The
      undersigned, as "Depository", hereby certifies that the above described account
      has been established under Account Number __________, at the office of the
      depository indicated above, and agrees to honor withdrawals on such account
      as
      provided above. The full amount deposited at any time in the account will be
      insured up to applicable limits by the Federal Deposit Insurance Corporation
      through the Bank Insurance Fund or the Savings Association Insurance Fund or
      will be invested in Permitted Investments as defined in the
      Agreement.





[__________________________]By:Name:Title:








EXHIBIT
      D





FORM
      OF
      ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT





This
      is a
      Purchase, Assignment, Assumption and Recognition Agreement (this “PAAR
      Agreement”) made as of __________, 200__, among EMC Mortgage Corporation (the
“Assignor”), ___________________ (the “Assignee”), and _______________________
      (the “Company”).





In
      consideration of the mutual promises contained herein the parties hereto agree
      that the residential mortgage loans (the “Assigned Loans”) listed on Attachment
      1 annexed hereto (the "Assigned Loan Schedule") now serviced by Company for
      Assignor and its successors and assigns pursuant to the Purchase, Warranties
      and
      Servicing Agreement, dated as of _________, 200__, between Assignor and Company
      (the “Purchase Agreement”) shall be subject to the terms of this PAAR Agreement.
      Capitalized terms used herein but not defined shall have the meanings ascribed
      to them in the Purchase Agreement.





**Purchase,
      Assignment and Assumption**





1.  Assignor
      hereby grants, transfers and assigns to Assignee all of the right, title and
      interest of Assignor in the Assigned Loans and, as they relate to the Assigned
      Loans, all of its right, title and interest in, to and under the Purchase
      Agreement.





2.  Simultaneously
      with the execution hereof, (i) Assignee shall pay to Assignor the “Funding
      Amount” as set forth in that certain letter agreement, dated as of _________
      ____, between Assignee and Assignor (the “Confirmation”) and (ii) Assignor, at
      its expense, shall have caused to be delivered to Assignee or its designee
      the
      Mortgage File for each Assigned Loan in Assignor's or its custodian's
      possession, as set forth in the Purchase Agreement, along with, for each
      Assigned Loan, an endorsement of the Mortgage Note from the Company, in blank,
      and an assignment of mortgage in recordable form from the Company, in blank.
      Assignee shall pay the Funding Amount by wire transfer of immediately available
      funds to the account specified by Assignor. Assignee shall be entitled to all
      scheduled payments due on the Assigned Loans after ___________, 200__ and all
      unscheduled payments or other proceeds or other recoveries on the Assigned
      Loans
      received on and after _____________, 200__.





**Representations,
      Warranties and Covenants**





3.  Assignor
      warrants and represents to Assignee and Company as of the date
      hereof:





(a)  Attached
      hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement,
      which agreement is in full force and effect as of the date hereof and the
      provisions of which have not been waived, amended or modified in any respect,
      nor has any notice of termination been given thereunder;





(b)  Assignor
      is the lawful owner of the Assigned Loans with full right to transfer the
      Assigned Loans and any and all of its interests, rights and obligations under
      the Purchase Agreement as they relate to the Assigned Loans, free and clear
      from
      any and all claims and encumbrances; and upon the transfer of the Assigned
      Loans
      to Assignee as contemplated herein, Assignee shall have good title to each
      and
      every Assigned Loan, as well as any and all of Assignee’s interests, rights and
      obligations under the Purchase Agreement as they relate to the Assigned Loans,
      free and clear of any and all liens, claims and encumbrances;





(c)  There
      are
      no offsets, counterclaims or other defenses available to Company with respect
      to
      the Assigned Loans or the Purchase Agreement;




(d)  Assignor
      has no knowledge of, and has not received notice of, any waivers under, or
      any
      modification of, any Assigned Loan;





(e)  Assignor
      is duly organized, validly existing and in good standing under the laws of
      the
      jurisdiction of its incorporation, and has all requisite power and authority
      to
      acquire, own and sell the Assigned Loans;





(f)  Assignor
      has full corporate power and authority to execute, deliver and perform its
      obligations under this PAAR Agreement, and to consummate the transactions set
      forth herein. The consummation of the transactions contemplated by this PAAR
      Agreement is in the ordinary course of Assignor’s business and will not conflict
      with, or result in a breach of, any of the terms, conditions or provisions
      of
      Assignor’s charter or by-laws or any legal restriction, or any material
      agreement or instrument to which Assignor is now a party or by which it is
      bound, or result in the violation of any law, rule, regulation, order, judgment
      or decree to which Assignor or its property is subject. The execution, delivery
      and performance by Assignor of this PAAR Agreement and the consummation by
      it of
      the transactions contemplated hereby, have been duly authorized by all necessary
      corporate action on part of Assignor. This PAAR Agreement has been duly executed
      and delivered by Assignor and, upon the due authorization, execution and
      delivery by Assignee and Company, will constitute the valid and legally binding
      obligation of Assignor enforceable against Assignor in accordance with its
      terms
      except as enforceability may be limited by bankruptcy, reorganization,
      insolvency, moratorium or other similar laws now or hereafter in effect relating
      to creditors’ rights generally, and by general principles of equity regardless
      of whether enforceability is considered in a proceeding in equity or at law;




(g)  No
      consent, approval, order or authorization of, or declaration, filing or
      registration with, any governmental entity is required to be obtained or made
      by
      Assignor in connection with the execution, delivery or performance by Assignor
      of this PAAR Agreement, or the consummation by it of the transactions
      contemplated hereby; and





(h)  Neither
      Assignor nor anyone acting on its behalf has offered, transferred, pledged,
      sold
      or otherwise disposed of the Assigned Loans or any interest in the Assigned
      Loans, or solicited any offer to buy or accept a transfer, pledge or other
      disposition of the Assigned Loans, or any interest in the Assigned Loans or
      otherwise approached or negotiated with respect to the Assigned Loans, or any
      interest in the Assigned Loans with any Person in any manner, or made any
      general solicitation by means of general advertising or in any other manner,
      or
      taken any other action which would constitute a distribution of the Assigned
      Loans under the Securities Act of 1933, as amended (the “1933 Act”) or which
      would render the disposition of the Assigned Loans a violation of Section 5
      of
      the 1933 Act or require registration pursuant thereto.




4.  Assignee
      warrants and represents to, and covenants with, Assignor and Company as of
      the
      date hereof:





(a)  Assignee
      is duly organized, validly existing and in good standing under the laws of
      the
      jurisdiction of its organization and has all requisite power and authority
      to
      acquire, own and purchase the Assigned Loans;





(b)  Assignee
      has full corporate power and authority to execute, deliver and perform its
      obligations under this PAAR Agreement, and to consummate the transactions set
      forth herein. The consummation of the transactions contemplated by this PAAR
      Agreement is in the ordinary course of Assignee’s business and will not conflict
      with, or result in a breach of, any of the terms, conditions or provisions
      of
      Assignee’s charter or by-laws or any legal restriction, or any material
      agreement or instrument to which Assignee is now a party or by which it is
      bound, or result in the violation of any law, rule, regulation, order, judgment
      or decree to which Assignee or its property is subject. The execution, delivery
      and performance by Assignee of this PAAR Agreement and the consummation by
      it of
      the transactions contemplated hereby, have been duly authorized by all necessary
      corporate action on part of Assignee. This PAAR Agreement has been duly executed
      and delivered by Assignee and, upon the due authorization, execution and
      delivery by Assignor and Company, will constitute the valid and legally binding
      obligation of Assignee enforceable against Assignee in accordance with its
      terms
      except as enforceability may be limited by bankruptcy, reorganization,
      insolvency, moratorium or other similar laws now or hereafter in effect relating
      to creditors’ rights generally, and by general principles of equity regardless
      of whether enforceability is considered in a proceeding in equity or at law;





(c)  No
      consent, approval, order or authorization of, or declaration, filing or
      registration with, any governmental entity is required to be obtained or made
      by
      Assignee in connection with the execution, delivery or performance by Assignee
      of this PAAR Agreement, or the consummation by it of the transactions
      contemplated hereby; and





(d)  Assignee
      agrees to be bound as “Purchaser” by all of the terms, covenants and conditions
      of the Purchase Agreement with respect to the Assigned Loans, and from and
      after
      the date hereof, Assignee assumes for the benefit of each of Assignor and
      Company all of Assignor's obligations as “Purchaser” thereunder but solely with
      respect to such Assigned Loans.




5.  Company
      warrants and represents to, and covenant with, Assignor and Assignee as of
      the
      date hereof:





(a)  Attached
      hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement,
      which agreement is in full force and effect as of the date hereof and the
      provisions of which have not been waived, amended or modified in any respect,
      nor has any notice of termination been given thereunder;





(b)  Company
      is duly organized, validly existing and in good standing under the laws of
      the
      jurisdiction of its incorporation, and has all requisite power and authority
      to
      service the Assigned Loans and otherwise to perform its obligations under the
      Purchase Agreement;





|(c) | Company
              has full corporate power and authority to execute, deliver and perform
              its
              obligations under this PAAR Agreement, and to consummate the transactions
              set forth herein. The consummation of the transactions contemplated
              by
              this PAAR Agreement is in the ordinary course of Company’s business and
              will not conflict with, or result in a breach of, any of the terms,
              conditions or provisions of Company’s charter or by-laws or any legal
              restriction, or any material agreement or instrument to which Company
              is
              now a party or by which it is bound, or result in the violation of
              any
              law, rule, regulation, order, judgment or decree to which Company or
              its
              property is subject. The execution, delivery and performance by Company
              of
              this PAAR Agreement and the consummation by it of the transactions
              contemplated hereby, have been duly authorized by all necessary corporate
              action on part of Company. This PAAR Agreement has been duly executed
              and
              delivered by Company, and, upon the due authorization, execution and
              delivery by Assignor and Assignee, will constitute the valid and legally
              binding obligation of Company, enforceable against Company in accordance
              with its terms except as enforceability may be limited by bankruptcy,
              reorganization, insolvency, moratorium or other similar laws now or
              hereafter in effect relating to creditors’ rights generally, and by
              general principles of equity regardless of whether enforceability is
              considered in a proceeding in equity or at
              law;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|(d) | No
              consent, approval, order or authorization of, or declaration, filing
              or
              registration with, any governmental entity is required to be obtained
              or
              made by Assignee in connection with the execution, delivery or performance
              by Company of this PAAR Agreement, or the consummation by it of the
              transactions contemplated hereby; and
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|(e) | No
              event has occurredfrom the Closing Date to the date hereof which would render the
              representations and warranties as to the related Assigned Loans made
              by
              the Company in Sections 3.01 and 3.02 of the Purchase Agreement to
              be
              untrue in any material respect.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|(f) | Neither
              this AAR Agreement nor any certification, statement, report or other
              agreement, document or instrument furnished or to be furnished by the
              Company pursuant to this AAR Agreement contains or will contain any
              materially untrue statement of fact or omits or will omit to state
              a fact
              necessary to make the statements contained therein not
              misleading.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




**Recognition
      of Assignee**





6.  From
      and
      after the date hereof, Company shall recognize Assignee as owner of the Assigned
      Loans and will service the Assigned Loans in accordance with the Purchase
      Agreement. It is the intention of Assignor, Company and Assignee that this
      PAAR
      Agreement shall be binding upon and for the benefit of the respective successors
      and assigns of the parties hereto. Neither Company nor Assignor shall amend
      or
      agree to amend, modify, waiver, or otherwise alter any of the terms or
      provisions of the Purchase Agreement which amendment, modification, waiver
      or
      other alteration would in any way affect the Assigned Loans without the prior
      written consent of Assignee.







**Miscellaneous**





7.  All
      demands, notices and communications related to the Assigned Loans, the Purchase
      Agreement and this PAAR Agreement shall be in writing and shall be deemed to
      have been duly given if personally delivered at or mailed by registered mail,
      postage prepaid, as follows:







(a)  In
      the
      case of Company,










With
      a copy to ______________________________________.





|(b) | In
              the case of Assignor,
|--- | --------------------------------------









(c)  In
      the
      case of Assignee,





EMC
      Mortgage Corporation


Mac
      Arthur Ridge II


909
      Hidden Ridge Drive, Suite 200


Irving,
      Texas 75038


Attention:
      Raylene Ruyle


Telecopier
      No.: (972) 444-2810





with
      a
      copy to:





___________________


383
      Madison Avenue


New
      York,
      New York 10179


Attention:
      ___________


Telecopier
      No.: (212) 272-____





8.  Each
      party will pay any commissions it has incurred and the fees of its attorneys
      in
      connection with the negotiations for, documenting of and closing of the
      transactions contemplated by this PAAR Agreement.





9.  This
      PAAR
      Agreement shall be construed in accordance with the laws of the State of New
      York, without regard to conflicts of law principles, and the obligations, rights
      and remedies of the parties hereunder shall be determined in accordance with
      such laws.





10.  No
      term
      or provision of this PAAR Agreement may be waived or modified unless such waiver
      or modification is in writing and signed by the party against whom such waiver
      or modification is sought to be enforced.





11.  This
      PAAR
      Agreement shall inure to the benefit of the successors and assigns of the
      parties hereto. Any entity into which Assignor, Assignee or Company may be
      merged or consolidated shall, without the requirement for any further writing,
      be deemed Assignor, Assignee or Company, respectively, hereunder.





12.  This
      PAAR
      Agreement shall survive the conveyance of the Assigned Loans, the assignment
      of
      the Purchase Agreement to the extent of the Assigned Loans by Assignor to
      Assignee and the termination of the Purchase Agreement.





13.  This
      PAAR
      Agreement may be executed simultaneously in any number of counterparts. Each
      counterpart shall be deemed to be an original and all such counterparts shall
      constitute one and the same instrument.





14.  In
      the
      event that any provision of this PAAR Agreement conflicts with any provision
      of
      the Purchase Agreement with respect to the Assigned Loans, the terms of this
      PAAR Agreement shall control. In the event that any provision of this PAAR
      Agreement conflicts with any provision of the Confirmation with respect to
      the
      Assigned Loans, the terms of this PAAR Agreement shall control.








**[Modification
      of Purchase Agreement**





15. The
      Company and Assignor hereby amend the Purchase Agreement as
      follows:





(a)  The
      following definitions are added to Section 1.01 of the Purchase
      Agreement:





Securities
      Administrator :  ________________________





Supplemental
      PMI Insurer :  ________________________





Supplemental
      PMI Policy :  The
      primary guarantee insurance policy of the Supplemental PMI Insurer attached
      hereto as Exhibit J, or any successor Supplemental PMI Policy given to the
      Servicer by the Assignee.





Trustee :  ________________________





(b)  The
      following definition is amended and restated:





Insurance
      Proceeds :  Proceeds
      of any Primary Mortgage Insurance Policy, the Supplemental PMI Policy, any
      title
      policy, any hazard insurance policy or any other insurance policy covering
      a
      Mortgage Loan or other related Mortgaged Property, including any amounts
      required to be deposited in the Custodial Account pursuant to Section 4.04,
      to
      the extent such proceeds are not to be applied to the restoration of the related
      Mortgaged Property or released to the Mortgagor in accordance with Accepted
      Servicing Practices.





(c)  The
      following are added as the fourth, fifth and sixth paragraphs of Section
      4.08:





“In
      connection with its activities as servicer, the Company agrees to prepare and
      present, on behalf of itself and the Purchaser, claims to the Supplemental
      PMI
      Insurer with respect to the Supplemental PMI Policy and, in this regard, to
      take
      such action as shall be necessary to permit recovery under any Supplemental
      PMI
      Policy respecting a defaulted Mortgage Loan. Pursuant to Section 4.04, any
      amounts collected by the Company under any Supplemental PMI Policy shall be
      deposited in the Custodial Account, subject to withdrawal pursuant to Section
      4.05.





In
      accordance with the Supplemental PMI Policy, the Company shall provide to the
      Supplemental PMI Insurer any required information regarding the Mortgage
      Loans.





The
      Company shall provide to the [Securities Administrator] on a monthly basis
      via
      computer tape, or other mutually acceptable format, the unpaid principal
      balance, insurer certificate number, lender loan number, and premium due the
      Supplemental PMI Insurer for each Mortgage Loan covered by the Supplemental
      PMI
      Policy. In addition, the Company agrees to forward to the Purchaser and the
      [Securities Administrator] any statements or other reports given by the
      Supplemental PMI Insurer to the Servicer in connection with a claim under the
      Supplemental PMI Policy.”





(d)  Clause
      (vi) of Section 6.1 is amended to read as follows:





“Company
      ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan seller
      or
      servicer for more than thirty days, or the Company fails to meet the servicer
      eligibility requirements of the Supplemental PMI Insurer; or”]





(e)  Section
      ____  Annual
      Statement as to Compliance.





The
      Company will deliver to the Master Servicer on or before March 15 of each year,
      beginning with March 15, 200__, an Officers' Certificate stating 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, (ii) the Company has fully complied with the provisions of this
      Agreement and (iii) 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 officer and the
      nature and status thereof.





(f)  Section
      ____ Annual Certification.





(a)
      The
      Company will deliver to the Master Servicer, on or before March 15 of each
      year
      beginning March 15, 200__ a certification in the form attached hereto as Exhibit
      __ with respect to the servicing reports delivered by the Company pursuant
      to
      this Agreement, the Company’s compliance with the servicing obligations set
      forth in this Agreement and any other information within the control of the
      Company. Such certification shall be signed by the senior officer in charge
      of
      servicing of the Company. In addition, the Company shall provide such other
      information with respect to the Mortgage Loans and the servicing and
      administration thereof within the control of the Company which shall be required
      to enable the Master Servicer, Trustee or Depositor, as applicable, to comply
      with the reporting requirements of the Securities and Exchange Act of 1934,
      as
      amended.








IN
      WITNESS WHEREOF, the parties hereto have executed this PAAR Agreement as of
      the
      day and year first above written.





EMC
                MORTGAGE CORPORATION
              AssignorBy:Name:Title:AssigneeBy:Name:Title:CompanyBy:Name:Title:











EXHIBIT
      ___





FORM
      OF COMPANY CERTIFICATION





I,
      [identify certifying individual], certify to the [Trustee] [Seller] [Securities
      Administrator] [Mortgage Loan Seller] [Purchaser] and [Master Servicer]
      that:





1.  I
      have reviewed the servicing reports prepared by [COMPANY] (the “Company”)
      pursuant to the [Servicing Agreement] (the “Servicing Agreement”), dated as of
      __________ between __________ and the Company (as modified by the AAR Agreement
      (as defined below) and delivered to [MASTER SERVICER] (the “Master Servicer”)
      pursuant to the Assignment, Assumption and Recognition Agreement (the “AAR
      Agreement”), dated as of __________ among [ASSIGNOR] as Assignor, Company and
      [ASSIGNEE], as Assignee.





2.  Based
      on my knowledge, the information in these reports, taken as a whole, does not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in light of the circumstances under
      which
      such statements were made, not misleading as of the last day of the period
      covered by such servicing reports.





3.  Based
      on my knowledge, the servicing information required to be provided to the Master
      Servicer under the Servicing Agreement and the AAR Agreement is included in
      these reports.





4.  I
      am responsible for reviewing the activities performed the Company under the
      Servicing Agreement and the AAR Agreement and based upon the review required
      under the Servicing Agreement and the AAR Agreement, and except as disclosed
      in
      the Annual Statement of Compliance, the Company has fulfilled its obligations
      under the Servicing Agreement and the AAR Agreement.





5.  I
      have disclosed to the Master Servicer's certified public accountants all
      significant deficiencies relating to the Company's compliance with the minimum
      servicing standards in accordance with a review conduced in compliance with
      the
      Uniform Single Attestation Program for Mortgage Bankers or similar standard
      as
      set forth in the Servicing Agreement and the AAR Agreement.





Capitalized
      terms used but not defined herein have the meanings ascribed to them in the
      AAR
      Agreement.





Date:______________





_____________________


[Signature]


[Title]








**ATTACHMENT
      1**





**ASSIGNED
      LOAN SCHEDULE**











**ATTACHMENT
      2**





**PURCHASE,
      WARRANTIES AND SERVICING AGREEMENT**








EXHIBIT
      E





FORM
      OF
      TRIAL BALANCE





|· | S50Y
              - Scheduled/Scheduled Monthly Remittance
              Report
|- | --------------------------------------------------------------------------------



|· | P139
              - Monthly Trial Balance Report
|- | -------------------------------------------------



|· | S214
              - Monthly Pay-off Report
|- | -------------------------------------------



|· | S215
              - Monthly Actual Collections ReportEXHIBIT
              G
|- | -----------------------------------------------------------------------------






REQUEST
      FOR RELEASE OF DOCUMENTS AND RECEIPT





RE:  Mortgage
      Loan #___________________________________


BORROWER:__________________________________________________


PROPERTY:
      __________________________________________________








Pursuant
      to a Purchase, Warranties and Servicing Agreement (the "Agreement") between
      the
      Company and the Purchaser, the undersigned hereby certifies that he or she
      is an
      officer of the Company requesting release of the documents for the reason
      specified below. The undersigned further certifies that:





(Check
      one of the items below)





_____  On
      _________________, the above captioned mortgage loan was paid in full or that
      the Company has been notified that payment in full has been or will be escrowed.
      The Company hereby certifies that all amounts with respect to this loan which
      are required under the Agreement have been or will be deposited in the Custodial
      Account as required.





_____  The
      above
      captioned loan is being repurchased pursuant to the terms of the Agreement.
      The
      Company hereby certifies that the repurchase price has been credited to the
      Custodial Account as required under the Agreement.





_____  The
      above
      captioned loan is being placed in foreclosure and the original documents are
      required to proceed with the foreclosure action. The Company hereby certifies
      that the documents will be returned to the Purchaser in the event of
      reinstatement.





_____  Other
      (explain)





_______________________________________________________


_______________________________________________________





All
      capitalized terms used herein and not defined shall have the meanings assigned
      to them in the Agreement.





Based
      on
      this certification and the indemnities provided for in the Agreement, please
      release to the Company all original mortgage documents in your possession
      relating to this loan.





Dated:_________________





By:________________________________


Signature


___________________________________


Title





Send
      documents to:  _____________________________________________


_____________________________________________


_____________________________________________





Acknowledgement:





Purchaser
      hereby acknowledges that all original documents previously released on the
      above
      captioned mortgage loan have been returned and received by the
      Purchaser.








Dated:________________





By:________________________________


Signature





_______________________________


Title











EXHIBIT
      H





COMPANY’S
      UNDERWRITING GUIDELINES








EXHIBIT
      I




TERM
      SHEET





This
      TERM
      SHEET (the "Term Sheet") dated _____________, among First Horizon Home Loan
      Corporation, a Kansas corporation, located at 4000 Horizon Way, Irving, Texas
      75063 (the “Seller”), First Tennessee Mortgage Services, Inc., as servicer (the
“Servicer”), a Kansas corporation, located at 4000 Horizon Way, Irving, Texas
      75063 (the Servicer and the Seller together referred to as the "Company") and
      EMC Mortgage Corporation, a Delaware corporation, located at Mac Arthur Ridge
      II, 909 Hidden Ridge Drive, Suite 200, Irving, Texas 75038 (the "Purchaser")
      is
      made pursuant to the terms and conditions of that certain Purchase, Warranties
      and Servicing Agreement (the "Agreement") dated as of September 1, 2003, among
      the Servicer, the Seller 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 Seller and the Seller hereby sells to the
      Purchaser, all of the Seller’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
      Servicer shall service the Mortgage Loans for the benefit of the Purchaser
      and
      all subsequent transferees of the Mortgage Loans pursuant to and in accordance
      with the terms and conditions set forth in the Agreement.





1.  Definitions





For
      purposes of the Mortgage Loans to be sold pursuant to this Term Sheet, the
      following terms shall have the following meanings:





Aggregate
      Principal Balance


(as
      of
      the Cut-Off Date):





Closing
      Date:





Custodian:





Cut-off
      Date:





Initial
      Weighted Average


Mortgage
      Loan Remittance Rate:





Mortgage
      Loan:





Purchase
      Price Percentage:





Servicing
      Fee Rate:


Additional
      Closing Conditions:





In
      addition to the conditions specified in the Agreement, the obligation of each
      of
      the Company and the Purchaser is subject to the fulfillment, on or prior to
      the
      applicable Closing Date, of the following additional conditions: [None].





Additional
      Loan Documents:





In
      addition to the contents of the Mortgage File specified in the Agreement, the
      following documents shall be delivered with respect to the Mortgage Loans:
      [None]





[Additional]
      [Modification] of Representations and Warranties:




[In
      addition to the representations and warranties set forth in the Agreement,
      as of
      the date hereof, the Company makes the following additional representations
      and
      warranties with respect to the Mortgage Loans: [None]. [Notwithstanding anything
      to the contrary set forth in the Agreement, with respect to each Mortgage Loan
      to be sold on the Closing Date, the representation and warranty set forth in
      Section ______ of the Agreement shall be modified to read as
      follows:]





Except
      as
      modified herein, Section ______ of the Agreement shall remain in full force
      and
      effect as of the date hereof.







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




FIRST
                HORIZON HOME LOAN CORPORATIONBy:Name:Title:EMC
                MORTGAGE CORPORATIONBy:Name:Title:FIRST
                TENNESSEE MORTGAGE SERVICES, INC.By:Name:Title:














SCHEDULE
      I





MORTGAGE
      LOAN SCHEDULE





EXHIBIT
      J





RECONSTITUTED
      MORTGAGE LOAN REPORTING







(a)
            Servicer
                Mortgage Loan Number(b)
            FNMA
                Mortgage Loan Number (if applicable)(c)
            Lender/Seller
                Mortgage Loan Number (if available)(d)
            Scheduled
                Balance (scheduled end of month balance reporting to Master
                Servicer/Trustee)(e)
            Actual
                Balance (actual end of month balance received from
                Mortgagor)(f)
            Gross
                Rate (current gross rate)(g)
            Net
                Rate (current passthrough)(h)
            Last
                Payment Date (LPI_DATE in Fannie's Laser Reporting)(i)
            Delinquency
                Month (if available)(j)
            Default
                Flag, i.e. FC, REO, etc. (if available)(k)
            Pay-In-Full
                Date (Mortgage Loan paid off by Mortgagor)(l)
            Foreclosure
                start date(m)
            Foreclosure
                end date(n)
            REO
                Property date(o)
            With
                respect to Liquidated Mortgage Loans:(i)
                amount of loss or gain (as applicable)(ii)
                the date of the loss or gain.(iii)
                the liquidation reason (paid in full or repurchased out of deal)(p)
            Fannie's
                Laser Reporting(i)******Action
                Code (for default or paid off Mortgage Loans; i.e. 60, 65,
                etc.)(ii)
                Action Date(iii)
                Remit Prin (submitted principal amount)(iv)
                Remit Int (submitted interest amount)(v)
                Pool/Invest indicator (indicating Schedule/Schedule or Actual/Actual
                pool)